Common use of Additional Rent Clause in Contracts

Additional Rent. (a) It is the purpose and intent of Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It is Tenant shall pay the purpose and intent of Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto Base Monthly Rent for the non-payment thereofPremises and any Additional Rent provided herein without deduction or offset whatsoever. Additional Rent means amounts determined under Paragraphs 4.1, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term and 4.2 of this Lease and so-called business improvement district taxes or assessments) water, sewer and any other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or sums payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession to Landlord under this Lease. "Rent" or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any "Rents" shall mean Base Monthly Rent and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition")Additional Rent. Nothing herein contained All Rent shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord monthly in advance on the first day of the month during which or every calendar month, at the end address shown in Section 1.1, or such other place as Landlord may designate in writing from time to time. All rent shall be paid in lawful currency of which an Imposition is the United States of America. All rent due and payable without interest, penalty or liability and for any interest earned on such funds and made available to Landlord partial month shall accrue for be prorated at the benefit rate of Tenant and may be applied by Landlord against 1/30th of the total monthly rent per day. In the event any other sum then or which may become payment due hereunder from Tenant to Landlord. No sum collected Landlord is not received by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during within ten days from the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such billsdue date thereof, Tenant shall pay to Landlord a late charge equal to five (5) percent of the amount of the payment coming due, but in no event shall such late charge exceed any maximum charge now or hereafter established by law. In addition, if any payment coming due from Tenant to Landlord is not received by Landlord promptly when due, the same shall bear interest at the prime rate of Key Bank of Oregon, or its successor, plus 2%, on a fully floating basis (herein the "Default Rate"), but in no event exceeding the maximum rate then allowed by law, from the date first due until the date paid in full. Landlord, as additional rent 's right to xxxxect any late charge or interest shall be in addition to any other rights or remedies available to Landlord hereunder all such sums (or at law or in equity. Any payments of any kind returned for insufficient funds will be subject to proration as specifically provided in this Lease) within the later an additional handling charge of (x) fifteen (15) days after billing by $25.00, and thereafter, Landlord may require Tenant to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver pay all future payments of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant rent or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premisessums due by money order or cashier's check.

Additional Rent. (a1) It is the purpose and intent of Tenant shall pay Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due as “Additional Rent” for each calendar year or portion thereof during the term Term Tenant’s Share of this Leasethe sum of (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. (b2) Within ninety (90) days following the end of the Base Year and each calendar year thereafter, Landlord shall notify Tenant covenants to payof Landlord's estimate of Operating Costs, before any fine, penalty, interest or cost may be added thereto Taxes and Tenant's Additional Rent for the non-payment thereof, as additional rent, all taxes, assessments following twelve (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments12) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition")month period. Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly Commencing on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements first day of April of each calendar year and continuing on the Leased Premises or the construction thereof and/or measured first day of every month thereafter in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposestwelve (12) month period, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or estimated by Landlord or any Mortgagee to be payable, during the ensuing Taxes for such twelve (12) months month period will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such twelve (12) month period (and all additional funds required Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as reasonably practicable after the end of the Base Year and each calendar year thereafter, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord’s statement within one hundred twenty (120) days after 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 or its designated agent with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. In the event such dispute cannot be resolved by the parties, then Tenant shall have the right to retain an independent certified public accountant which is not paid on a contingency basis and which is mutually approved by Landlord and Tenant (the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Costs, Taxes and Additional Rent incurred and amounts payable by Tenant for the year which is the subject of such dispute. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the "Big 4" accounting firms selected by Tenant, which is not paid on a contingency basis. If such audit reveals that Landlord has over-charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord's original statement which was the subject of such audit was in error to Tenant's disadvantage by ten percent (10%) or more of the total Operating Costs, Taxes and Additional Rent which was the subject of such audit. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any Imposition amounts due Tenant or Landlord based on Landlord’s statement, nor shall also any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement. Landlord’s initials Tenant’s initials (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ten (10) business 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 be deposited with Landlord credited toward the rent next due from Tenant under this lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the first basis of a 365-day year by computing Tenant’s Share of the month during which or at the end of which an Imposition is due increases in Operating Costs and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue Taxes for the benefit entire year and then prorating such amount for the number of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlorddays during such year included in the Term. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during Notwithstanding the term termination of this Lease, Landlord shall pay to Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all the case may be, within ten (10) days after Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’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 changed, Tenant’s Additional Rent shall be 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 sums (subject exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. The obligations of Landlord to proration as specifically provided 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) within , if there is at any time a decrease in Taxes below the later amount of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such billsdecrease occurs and all subsequent periods, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises Base Taxes shall be improved by Landlord or by any tenant or other occupant of such portion of reduced to equal the Entire Parcel, and such improvement increases Taxes for the real property taxes and other charges assessed (as described year in subparagraph 5(b)) against which the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premisesdecrease occurs.

Additional Rent. Prior to the commencement of each Lease Year --------------- (aexcept the Base Services Year) It is the purpose and intent of Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due 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 Lease. (b) Tenant covenants to pay, Section. In advance of or before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term first day of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time each month during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, hereof commencing on the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation first day of the Leased Premisesfirst Lease Year following the Base Services Year, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of Additional Rent for each month during each such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant toLease Year: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount amount, if any, by which would the Estimated Costs Allocable to the Premises exceed the Base Amount. If at any time or times during any such Lease Year, it appears to Landlord that the Estimated Costs Allocable to the Premises will vary from Landlord's estimate by more than five percent (5%) on an annualized basis, Landlord may, by written notice to Tenant, reasonably revise its estimate for such Lease Year and the portion of the Estimated Costs Allocable to the Premises payable by Tenant as Additional Rent as provided herein for such Lease Year shall be sufficient at all times accordingly adjusted based on such revised estimate. Notwithstanding the foregoing, Landlord hereby abates and forgives the payment of Additional Rent pursuant to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, this ARTICLE 9 during the ensuing first twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of LandlordLease Term. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. Tenant shall pay, as Additional Rent (a"Additional Rent"), prorated for that part of the Lease Term within the applicable calendar year, Tenant's Percentage Share ("Tenant's Percentage Share"), as hereafter defined, of the total amount of (i) It is the purpose annual operating expenses ("Operating Expenses"), as hereafter defined, and intent (ii) the annual taxes ("Taxes"), for the Building. For all years during the Lease Term, Landlord shall, in advance, reasonably estimate for each such calendar year the total amount of Landlord and Tenant that the rent payable hereunder Additional Rent. One-twelfth (1/12) of the estimated Additional Rent (plus all applicable taxes now existing or hereafter enacted) shall be absolutely net payable monthly, along with the monthly payment of the Base Rent. Landlord shall use its best efforts to make such estimate on or before January 1 of each calendar year. On or before March 31 following a year for which Additional Rent is payable hereunder, Landlord so that this Lease shall yield, net use its best efforts to Landlord, provide Tenant with the Minimum Rental due during amount of the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto actual Additional Rent for the non-payment thereofprevious year, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation reasonable breakdown of the Leased Premises, or rentals or sales therefrom or activity conducted items included therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with an invoice for any and all Premiums underpayments of Additional Rent (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term within thirty (30) days following receipt of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu ofinvoice, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within with the term "Imposition" next monthly payment of Rent, whichever shall first occur) or a check to Tenant to reimburse Tenant for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property any overpayment of Landlord, and Tenant shall pay and discharge the same as herein provided in respect Additional Rent. For a period of thirty (30) days after receipt of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In additionaforedescribed reconciliation statements, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at upon advance notice, to visit Landlord's optionoffice in the Building during Business Hours, as hereafter defined, to require Tenant to: (i) promptly deposit with Landlord funds for inspect its books and records concerning the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) Additional Rent. The delivery of the amount which would aforedescribed projection statement after January 1 and/or the reconciliation after March 31 shall not be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment deemed a waiver of any Imposition shall also be deposited with Landlord on the first day of Landlord's rights to collect monies and/or a waiver of any of the month during which or at the end of which an Imposition is due duties and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit obligations of Tenant and may be applied by Landlord against any other sum then as described in this section or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided elsewhere in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It is From and after the purpose and intent of Landlord and Commencement Date, subject to adjustment as provided in this paragraph, Tenant that the rent payable hereunder shall be absolutely net pay to Landlord so that this Lease shall yieldas Additional Rent (hereinafter defined as any and all sums, net exclusive of Base Rent and sales tax, payable by Tenant to Landlord, the Minimum Rental due during the term of Landlord pursuant to this Lease. (b) Tenant covenants ), on the same day of each calendar month of the Lease term as Base Rent is due and payable, an amount estimated by Landlord to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term total costs of this Lease taxes on real and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or more particularly described in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term Paragraph 5 of this Lease, and the method insurance coverages, as more particularly described in Paragraph 6 of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Impositionthis Lease. In addition, Tenant shall furnish pay a management/administration fee to Landlord semi-annually, throughout in the term amount of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: four percent (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th4%) of the amount which would be sufficient at all times to pay Base Rent payable by Tenant. Landlord may adjust the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or monthly costs at the end of which an Imposition is due and payable without interestany calendar quarter on the basis of Landlord's reasonably anticipated costs. Within ninety (90) days following the end of each calendar year, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for furnish to Tenant a statement covering the benefit calendar year just expired, showing the total of the above costs and the amount of charges paid by Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant with respect to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premisesperiod. If Landlord the actual costs exceed the monthly payments so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt made by Landlord. If Landlord receives such billsTenant, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) Landlord the deficiency within the later of (x) fifteen (15) days after billing by receipt of such statement including after the expiration of the term of this lease. If said monthly payments exceed the costs, such excess shall be credited against the next sums becoming due from Tenant hereunder, or, if such determination is made after the expiration or termination of this Lease, Landlord shall pay such excess amount to Tenant or (b) twenty (20) days prior to together with the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver furnishing of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereofstatement. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It is the purpose and intent of Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto As additional rental for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the entire term of this Lease, Tenant agrees to pay to the method Landlord its pro-rata share of taxation the operating expenses of the building, as herein defined. If this Lease commences or terminates on a day other than the first or last day of a calendar year, the amount of additional rent payable by Tenant applicable to the year in which such commencement or termination occurs shall be pro-rated in accordance with the number of days during such that there year this Lease was in effect. Landlord shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, invoice Tenant for estimated operating costs for each calendar year at the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon beginning of such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlordcalendar year, and Tenant shall pay and discharge agrees to prepay monthly, due at the same time as herein provided in respect and together with the Base Rent above provided, one-twelfth of such estimated amount. Within a reasonable time after the payment end of Impositionseach calendar year, Landlord will provide Tenant with an accounting showing the operating expenses for such year and Tenant's share thereof. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at its sole expense and at a reasonable time convenient to Landlord, no more frequently than once each year, to audit Landlord's option, books relevant to require Tenant to: (i) promptly deposit with Landlord funds the additional rent due hereunder. In the event that the estimated amount paid for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of such year exceeds the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required due for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned such year based on such funds and made available accounting, Landlord agrees to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of return such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice amount to the Tenant, Landlord may be together with said accounting. In the receiver of all bills for Impositions, utilities and any other event that the estimate is less than the operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so electsfor such calendar year, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with reimburse Landlord to effectuate for such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums amount within thirty (subject to proration as specifically provided in this Lease30) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premisesabove-referenced accounting.

Additional Rent. (a1) It is the purpose and intent of Tenant shall pay Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due as “Additional Rent” for each calendar year or portion thereof during the term Term Tenant’s Share of this Leasethe sum of (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. (b2) Within ninety (90) days following the end of the Base Year and each calendar year thereafter, Landlord shall notify Tenant covenants to payof Landlord's estimate of Operating Costs, before any fine, penalty, interest or cost may be added thereto Taxes and Tenant's Additional Rent for the non-payment thereof, as additional rent, all taxes, assessments following twelve (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments12) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition")month period. Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly Commencing on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements first day of April of each calendar year and continuing on the Leased Premises or the construction thereof and/or measured first day of every month thereafter in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposestwelve (12) month period, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or estimated by Landlord or any Mortgagee to be payable, during the ensuing Taxes for such twelve (12) months month period will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such twelve (12) month period (and all additional funds required Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as reasonably practicable after the end of the Base Year and each calendar year thereafter, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord’s statement within one hundred twenty (120) days after 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 or its designated agent with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. In the event such dispute cannot be resolved by the parties, then Tenant shall have the right to retain an independent certified public accountant which is not paid on a contingency basis and which is mutually approved by Landlord and Tenant (the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Costs, Taxes and Additional Rent incurred and amounts payable by Tenant for the year which is the subject of such dispute. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Txxxxx cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the "Big 4" accounting firms selected by Tenant, which is not paid on a contingency basis. If such audit reveals that Lxxxxxxx has over-charged Txxxxx, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Txxxxx agrees to pay the cost of such audit unless it is subsequently determined that Lxxxxxxx's original statement which was the subject of such audit was in error to Txxxxx's disadvantage by ten percent (10%) or more of the total Operating Costs, Taxes and Additional Rent which was the subject of such audit. Any objection of Tenant to Lxxxxxxx’s statement and resolution of any dispute shall not postpone the time for payment of any Imposition amounts due Tenant or Landlord based on Landlord’s statement, nor shall also any failure of Landlord to deliver Lxxxxxxx’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement. Lxxxxxxx’s initials Tenant’s initials (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ten (10) business days of Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Txxxxx’s Additional Rent as finally determined for such year, Txxxxx’s excess payment shall be deposited with Landlord credited toward the rent next due from Tenant under this lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the first basis of a 365-day year by computing Txxxxx’s Share of the month during which or at the end of which an Imposition is due increases in Operating Costs and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue Taxes for the benefit entire year and then prorating such amount for the number of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlorddays during such year included in the Term. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during Notwithstanding the term termination of this Lease, Landlord shall pay to Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all the case may be, within ten (10) days after Txxxxx’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Txxxxx’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 changed, Tenant’s Additional Rent shall be 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 sums (subject exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. The obligations of Landlord to proration as specifically provided 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) within , if there is at any time a decrease in Taxes below the later amount of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such billsdecrease occurs and all subsequent periods, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises Base Taxes shall be improved by Landlord or by any tenant or other occupant of such portion of reduced to equal the Entire Parcel, and such improvement increases Taxes for the real property taxes and other charges assessed (as described year in subparagraph 5(b)) against which the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premisesdecrease occurs.

Additional Rent. Commencing on the Lease Commencement Date (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for and paid directly by Tenant, Tenant shall pay to Landlord as additional rent (the “Additional Rent”) the following amounts: (a) It An amount equal to all Property Operating Expenses (as defined in Article 13) incurred or to be incurred by Landlord. Payment shall be made by whichever of the following methods (or combination of methods) is the purpose and intent of (are) from time to time designated by Landlord: (i) Landlord may forward invoices or bills for such expenses to Tenant, and Tenant that shall, no later than ten (10) days prior to the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yielddue date, net pay such invoices or bills and deliver satisfactory evidence of such payment to Landlord, the Minimum Rental due during the term of this Lease.and/or (bii) Tenant covenants Landlord may xxxx to payTenant, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but on a periodic basis not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien onmore frequently than monthly, the Leased Premises amount of such expenses (or any part thereof group of expenses) as paid or any appurtenance thereto, any personal property, the rent and income received incurred by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay to Landlord the amount of such expenses within ten days after receipt of a written xxxx therefor from Landlord, and/or (iii) Landlord may deliver to Tenant Landlord’s reasonable estimate of any given expense (such as Landlord’s Insurance Costs or Real Property Taxes), or group of expenses, which it anticipates will be paid or incurred for the ensuing calendar or fiscal year, as Landlord may determine, and discharge Tenant shall pay to Landlord an amount equal to the same as herein provided estimated amount of such expenses for such year in respect equal monthly installments during such year with the installments of Base Monthly Rent. Landlord reserves the payment of Impositionsright to revise such estimate from time to time. Landlord initially elects to xxxx Tenant for Landlord’s Insurance Costs and Real Property Taxes in accordance with subparagraph (iii) above. Tenant shall furnish hereby agrees that unless and until notified in writing by Landlord that Landlord has elected to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to contract and/or pay for any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In additionservices relating to the Real Property, Tenant shall furnish contract directly with the applicable service providers, and pay directly, for all other services relating to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to dateReal Property. Landlord shall have reserves the right, at right to change from time to time the methods of billing Tenant for any given expense or group of expenses or the periodic basis on which such expenses are billed. (b) Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for ’s share of the payment of current Impositions required to be paid consideration received by Tenant hereunder; upon certain assignments and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated sublettings as required by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of LandlordArticle 7. (c) At Landlord's option, if at any time during the term of this Lease, Any legal fees and costs that Tenant has been delinquent in making payments of Impositions is obligated to pay or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver reimburse to Landlord a copy of such bills with three days of receipt thereof and deliver pursuant to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof.Article 13; and (d) Notwithstanding anything else herein Any other charges or reimbursements due Landlord from Tenant pursuant to the contraryterms of this Lease. Notwithstanding the foregoing, Landlord may elect by written notice to Tenant to have Tenant pay Real Property Taxes or any portion thereof directly to the applicable taxing authority, in the event that which case Tenant shall make such payments and deliver satisfactory evidence of payment to Landlord no later than ten (10) days before such Real Property Taxes become delinquent. So long as Tenant is paying any portion of Real Property Taxes directly to the Entire Parcel applicable taxing authority, Landlord shall not forming part of the Leased Premises shall also be improved by Landlord or by any tenant or other occupant of collecting such portion from Tenant pursuant to Paragraph 3.2(a)(ii) above. In the event Tenant is responsible to pay taxes directly, Landlord shall have no obligation to make such payments, whether or not Landlord receives evidence of the Entire Parcelpayment from Tenant, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall in all cases be obligated to pay only that portion of the real property taxes responsible for any fines, penalties, interest and other charges assessed against improvements that are situated on the Leased Premisesdamages for late payment.

Additional Rent. Landlord shall, within one hundred twenty (a120) It days after the end of each Operating Period (or as soon thereafter as it is reasonably able to do so), furnish Tenant with a statement of the purpose Operating Expenses and intent Taxes during such year and a computation of the Additional Rent owed by Tenant for such Operating Period (“Expense Statement”). Failure of Landlord and Tenant to provide such statement within such time period shall not be a waiver of Landlord’s right to collect any Additional Rent. If such statement shows that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, actual amount Tenant owes for such Operating Period is more than the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be estimated Additional Rent paid by Tenant for such Operating Period, Tenant shall pay the difference within thirty (30) days after Tenant’s receipt of the Expense Statement. If the Expense Statement shows that Tenant paid more in estimated Additional Rent than the actual amount of Additional Rent owed by Tenant for such Operating Period, Tenant shall receive a credit therefor. The credit shall be applied to future monthly payments attributable to Rent, or if this Lease has expired, such amount shall be refunded to Tenant. Unless adjusted as a result of an audit by Tenant conducted pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term express terms of this Lease, the method of taxation Operating Expenses, Taxes and Additional Rent set forth in the Expense Statement shall be such binding upon Tenant. Provided, however, that there shall be levied, assessed or imposed on Landlord in lieu ofthe event that the Term of this Lease expires, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited is terminated pursuant to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term terms of this Lease, on a certificate executed by an executive officer of Tenantdate other than December 31, stating that all Impositions have been paid to date. Landlord shall have the rightthen, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets option of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositionsmay, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days either prior to the date on which the Term expires, or within thirty (30) days thereafter, elect to provide Tenant with a revised estimate of the Operating Expenses and Taxes for the Operating Period in which such bills are payable expiration or termination date occurs and the Additional Rent that will be due from Tenant for such Operating Period, which estimated Additional Rent shall be prorated to reflect the applicable payees. Until such time as Landlord becomes the receiver portion of such bills, Tenant will deliver to Landlord a copy Operating Period that is contained within the Term of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. the Lease (d) Notwithstanding anything else herein to the contrary, in “Final Expense Estimate”). In the event that any portion Landlord elects to deliver a Final Expense Estimate to Tenant, then (i) Tenant shall pay the prorated Additional Rent reflected in such statement within thirty (30) days after Tenant’s receipt of such estimate; (ii) the estimated amount of the Entire Parcel Additional Rent for the final Operating Period shall be binding upon Landlord and Tenant; and (iii) Landlord shall not forming part thereafter seek from Tenant any additional payment of Additional Rent if the actual Operating Expenses and Taxes for such Operating Period are greater than those reflected in the Final Expense Estimate, but Landlord shall refund to Tenant any excess funds paid by Tenant to Landlord should the actual Operating Expenses and Taxes for such Operating Period be less than those reflected in the Final Expense Estimate. In the event that Landlord elects not to provide Tenant with a Final Expense Estimate, then it shall be presumed that Landlord will provide Tenant with an Expense Statement within one hundred twenty (120) days after the end of the Leased Premises final Operating Period contained in the Term, as provided above, and the Additional Rent shown in such Expense Statement shall be improved by due from Tenant to Landlord or by any tenant or other occupant within thirty (30) days after Tenant’s receipt of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premisesstatement.

Additional Rent. (a) It is the purpose and intent of Landlord and Tenant that the rent payable hereunder Sublessee shall be absolutely net obligated to Landlord so reimburse Sublessor for those costs and expenses that this Lease shall yieldSublessor is obligated to pay to Lessor under Sections 10(b), net to Landlord, the Minimum Rental due during the term of this Lease. (b14(a) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments16(a) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased PremisesLease (collectively, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined“Additional Rent”), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at all such expenses and costs shall be prorated and adjusted between Sublessor and Sublessee as of the Commencement Date or the date the Sublease terminates, as the case may be. Sublessor shall notify Sublessee of any time during amounts due under such Sections of the term of this Lease, the method including copies of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents all invoices received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of LandlordLessor with respect thereto, and Tenant Sublessee shall pay and discharge the same as herein provided in respect any such amounts to Sublessor within thirty (30) days of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment receipt of such Impositionnotice. In addition, Tenant The respective amounts set forth above for Base Rent shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of each month in lawful money of the month during which United States at Sublessor’s address specified for notices in Section 16. If Sublessee fails or at refuses to pay any installment of Base Rent within five business days of when due, Sublessor shall be entitled to collect interest on the end amount of which an Imposition the late payment equal to the Prime Rate of Interest as disclosed by Wachovia Bank, N.A. In addition, Sublessee shall pay a late fee of eight percent multiplied by the amount of the late payment commencing on the date the payment is due and payable without interest, penalty or liability and any interest earned on such funds and made available delinquent until paid in full to Landlord shall accrue compensate Sublessor for the benefit of Tenant additional expense involved in handling delinquent payments and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 not as interest; provided, however, that Sublessee shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only a late fee unless Sublessee has paid Base Rent late two other times in any consecutive twelve-month (12) period. If the payment of a late charge required by this Section is found to constitute interest notwithstanding the contrary intention of Sublessor and Sublessee, the late charge shall be limited to the maximum amount of interest that portion lawfully may be collected by Sublessor under applicable law, and if any payment is determined to exceed such lawful amount, the excess shall be applied to any unpaid rent then due and payable hereunder and/or credited against the next succeeding installment of the real property taxes and other charges assessed against improvements that are situated on the Leased PremisesBase Rent payable hereunder.

Additional Rent. (a1) It is Basic Rent hereunder includes an allowance for Taxes and Operating Costs (as those terms are hereinafter (defined) based on the purpose Landlord's expected costs and intent expenses for the Premises, the Building and the Property as of the Term Commencement Date. If at any time (and from time to time) during the Term, the Landlord and Tenant estimates that the rent amount by which the aggregate of Taxes and Operating Costs incurred by the Landlord for any given calendar year will exceed Six Dollars ($6.00) for each rentable square foot in the Premises, the Landlord shall provide the Tenant with written notice of the estimated amount payable by the Tenant in respect of the Tenant's Percentage of such deficit amount. Commencing with the next scheduled monthly rental payment following the Tenant's receipt of such notice, the Tenant shall prepay to the Landlord, as Additional Rent hereunder and in the same manner as Basic Rent, 1112 of the annual amount specified by the Landlord, which prepayments the Landlord agrees shall be absolutely net applied, without interest, to Landlord such amounts as they actually become payable. As soon as any- such amounts so that this Lease shall yieldpayable are actually determined, net to Landlordbut no later than April 30 of each calendar year, the Minimum Rental Landlord shall notify the Tenant of any overpayments or underpayments made by the Tenant. If the Tenant has made an underpayment, the Tenant shall pay the underpaid amount to the Landlord within thirty (30) days of receiving said notice. If the Tenant has made an overpayment, the Landlord shall credit the Tenant the amount of such overpayment against future Basic Rent due during the term of under this Lease. (b2) Tenant covenants As used herein, "QPERATING COSTS" means (x) any and all charges, costs, expenses, and obligations of every kind and nature whatsoever as the Landlord may from time to pay, before any fine, penalty, interest time actually incur in good faith with regard to the Premises or cost may be added thereto for the non-payment operation or maintenance thereof, except as additional rentotherwise expressly agreed in this Lease, all taxesincluding, assessments (including but not limited without limiting the generality of the foregoing, reasonable attorneys' fees incurred by the Landlord in connection with any amendments to, all assessments for public improvements or benefits, whether or not commenced or completed within the term consents under and subleases and assignments of this Lease requested by the Tenant and soin connection with the enforcement of rights and pursuit of the remedies of the Landlord under this Lease (whether during or after the expiration or termination of the Term of this Lease), and (y) thirty-called business improvement district taxes three percent (33 %) or assessmentssuch other percentage as the rentable square footage of the Premises bears to the rentable square footage of the Building (currently 5,800 square feet) water, sewer from time to time ("TENANT'S PERCENTAGE") of Common Expenses as hereinafter defined. "COMMON EXPENSES" shall mean any and other rents, rates and all charges, charges for public utilities, excises, levies, license costs and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, expenses of any every kind and nature whatsoever, which at the Landlord may from time to time actually incur and the reasonable value, based on competitive rates, of any time during materials and services which the term Landlord may provide in good faith with respect to the ownership, operation and maintenance of this Lease may have been or may be assessedthe Building and the Property, leviedincluding, confirmedwithout limitation, imposed upon(i) making repairs to and undertaking maintenance of the Building and the Property, or grow including all alterations and improvements to become due or payable out the common areas of or the Building; (ii) providing utilities, including heat, water, sewer, air conditioning and ventilation, to the Premises and to the common areas of the Building, expressly excluding electricity service, for which the Tenant shall pay a separate charge as provided in Paragraph 9; (iii) providing daily cleaning and rubbish removal from. the common areas; (iv) providing watering, landscaping and lawn care for the Property; (v) sanding, plowing and removal of snow and ice from driveways, walkways and parking areas; (vi) maintaining casualty and liability insurance with respect of, or become a lien onto the Landlord, the Leased Premises or any part thereof or any appurtenance thereto, any personal property; Premises, the rent Building and income received by Tenant from subtenants, any use, possession or occupation the Property; and (vii) reasonable administrative and management costs of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of Landlord. Notwithstanding the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of Operating Costs shall not include the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.following;

Additional Rent. If at any time (aand from time to time) It is during the purpose and intent of Term, the Landlord and Tenant estimates that the rent amount by which the aggregate of Taxes and Operating Costs incurred by the Landlord for any given calendar year will exceed the aggregate of Taxes and Operating Costs incurred by the Landlord for calendar year 2000, the Landlord shall provide the Tenant with written notice of the estimated amount payable by the Tenant in respect of Tenant’s Percentage of such deficit amount. Commencing with the next scheduled monthly rental payment that is at least ten (10) days following the Tenant’s receipt of such notice, the Tenant shall prepay to the Landlord, as Additional Rent hereunder and in the same manner as Basic Rent, 1/12 of the annual amount specified by the Landlord, which prepayments the Landlord agrees shall be absolutely net applied, without interest, to Landlord such amounts as they actually become payable. As soon as any such amounts so that this Lease shall yieldpayable are actually determined, net to Landlordbut no later than April 30 of each year, the Minimum Rental Landlord shall notify the Tenant of any overpayments or underpayments made by the Tenant If the Tenant has made an underpayment, the Tenant shall pay the underpaid amount to the Landlord within thirty (30) days of receiving said notice. If the Tenant has made an overpayment, the Landlord shall credit the Tenant the amount of such overpayment against future Basic Rent due during the term of under this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It is In addition to the purpose and intent of Landlord and Fixed Rent, Tenant that the rent payable hereunder shall be absolutely net pay to Landlord so that as Additional Rent all other amounts which Tenant assumes or agrees to pay to Landlord pursuant to this Lease shall yieldLease, net including, without limitation, amounts paid by Landlord for taxes and insurance on the real property constituting the Premises, such costs and expenses as Landlord may incur for maintenance of the Premises, and all other amounts referred to Landlordherein as "Additional Rent", except as otherwise provided by the Minimum Rental due during the term terms of this Lease. (b) Tenant covenants to pay. Unless another time is expressly provided, before any fine, penalty, interest Additional Rent shall be due and payable on demand or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined)the next succeeding installment of Fixed Rent, and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to datewhichever occurs first. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds same remedies for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times failure to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required Additional Rent as for the a non-payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to LandlordFixed Rent. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, amounts of Additional Rent attributable to property taxes and insurance may be estimated and payable monthly together with the Fixed Rent, provided however, that if at any time such amounts are estimated, Landlord shall deliver to Tenant within sixty (60) days after the expiration of each calendar year a reasonably detailed statement showing the actual Additional Rent incurred during the term of preceding year. If Tenant's payments under this LeaseSection during the preceding year exceed the actual amounts incurred, as indicated on said statement, Tenant has been delinquent in making payments shall be credited the amount of Impositions or utility charges, the failure of such over-payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the against Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises's Rent next becoming due. If Landlord so electsTenant's payments under this Section during said preceding year were less than actual amounts incurred, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such billsas indicated on said statement, Tenant shall pay to Landlord, as additional rent hereunder all such sums Landlord the amount of the deficiency within ten (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (1510) days after billing delivery by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereofsaid statement. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. Landlord shall, within one hundred twenty (a120) It days after the end of each Operating Period (or as soon thereafter as it is reasonably able to do so), furnish Tenant with a statement of the purpose Operating Expenses and intent Taxes during such year and a computation of the Additional Rent owed by Tenant for such Operating Period (“Expense Statement”). Failure of Landlord and Tenant to provide such statement within such time period shall not be a waiver of Landlord’s right to collect any Additional Rent. If such statement shows that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, actual amount Tenant owes for such Operating Period is more than the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be estimated Additional Rent paid by Tenant pursuant for such Operating Period, Tenant shall pay the difference within thirty (30) days after Xxxxxx’s receipt of the Expense Statement. If the Expense Statement shows that Tenant paid more in estimated Additional Rent than the actual amount of Additional Rent owed by Tenant for such Operating Period, Tenant shall receive a credit therefor. The credit shall be applied to this Section 5(bfuture monthly payments attributable to the Additional Rent or the Base Rent (at Tenant’s discretion), in which event same or if this Lease has expired, such amount shall be deemed Impositions refunded to Tenant. The Operating Expenses, Taxes and Additional Rent set forth in the Expense Statement shall be paid by binding upon Tenant; provided. Provided, however, that if at any time during in the term event that the Term of this Lease expires, or is terminated pursuant to the terms of this Lease, on a date other than December 31, then, at the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property option of Landlord, Landlord may, either prior to the date on which the Term expires, or within thirty (30) days thereafter, elect to provide Tenant with a revised estimate of the Operating Expenses and Taxes for the Operating Period in which such expiration or termination date occurs and the Additional Rent that will be due from Tenant for such Operating Period, which estimated Additional Rent shall be prorated to reflect the portion of such Operating Period that is contained within the Term of the Lease (the “Final Expense Estimate”). In the event that Landlord elects to deliver a Final Expense Estimate to Tenant, then (i) Tenant shall pay and discharge the same as herein provided prorated Additional Rent reflected in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) statement within the later of (x) fifteen (15) days after billing by Xxxxxx’s receipt of such estimate; (ii) the estimated amount of the Additional Rent for the final Operating Period shall be binding upon Landlord and Tenant; and (iii) Landlord shall not thereafter seek from Tenant any additional payment of Additional Rent if the actual Operating Expenses and Taxes for such Operating Period are greater than those reflected in the Final Expense Estimate, nor shall Landlord have any obligation to refund to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, any excess funds paid by Tenant will deliver to Landlord a copy of should the actual Operating Expenses and Taxes for such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to Operating Period be less than those reflected in the contrary, in Final Expense Estimate. In the event that any portion Landlord elects not to provide Tenant with a Final Expense Estimate, then it shall be presumed that Landlord will provide Tenant with an Expense Statement within one hundred twenty (120) days after the end of the Entire Parcel not forming part of final Operating Period contained in the Leased Premises Term, as provided above, and the Additional Rent shown in such Expense Statement shall be improved by due from Tenant to Landlord or by any tenant or other occupant within fifteen (15) days after Xxxxxx’s receipt of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premisesstatement.

Additional Rent. In addition to the utilities and services to be arranged and paid for by Tenant directly as more particularly set forth in Article 5 (aUtilities and Services) It is the purpose and intent of Landlord and below, Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to pay Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to payas Additional Rent, before any fineOperating Expenses, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease Shared Expenses and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant Taxes pursuant to this Section 5(bArticle 3 (Operating Expenses and Taxes). Xxxxxx agrees to pay monthly, in which event same shall be deemed Impositions as Additional Rent one-twelfth (1/12) of Landlord’s estimate of Xxxxxx’s Operating Expenses, Taxes and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" Shared Expenses for the purposes hereof, but only to the extent that then current calendar year. Landlord shall give Tenant written notice of such taxes would be payable if the Leased Premises were the only property of Landlordestimated amounts, and Tenant shall pay and discharge such amounts monthly to Landlord at the same time as herein provided in respect of the payment of ImpositionsBase Rent. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at As soon as is reasonably practicable following the end of which an Imposition is due each calendar year, Xxxxxxxx will submit to Tenant a statement showing actual Operating Expenses, Shared Expenses and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue Taxes for the benefit preceding calendar year along with a reconciliation of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making Xxxxxx’s estimated payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice as compared to the Tenantactual amounts payable by Tenant for such calendar year (each, Landlord may be the receiver an “Operating Statement”). Within thirty (30) days after receipt of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such billsan Operating Statement, Tenant shall pay to LandlordLandlord any additional amounts owed as shown on the Operating Statement or if Operating Expenses, as additional rent Shared Expenses and Taxes payable by Tenant hereunder all such sums is less than the payments actually made by Tenant for Operating Expenses, Shared Expenses and Taxes then within thirty (subject to proration as specifically provided in this Lease30) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver of an Operating Statement, Landlord shall pay or credit to Landlord proof of payment Tenant the amount of such bills simultaneously with Tenant's remittal thereof. overpayment. Any payments due under this Article 3 (dOperating Expenses and Taxes) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by prorated for any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated partial calendar year. Tenant’s obligation to pay only that portion any amounts due under this Article 3 (Operating Expenses and Taxes) shall survive the Expiration Date or earlier termination of the real property taxes and other charges assessed against improvements that are situated on the Leased Premisesthis Lease.

Additional Rent. (a1) It is Commencing on the purpose Commencement Date, and intent continuing throughout the Term of Landlord and the Lease, Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to pay Landlord, as “Additional Rent,” Tenant’s Share of the Minimum Rental due sum of Operating Costs and Taxes for each calendar year, or portion thereof, occurring during the term of this LeaseTerm. (b2) As soon as reasonably practicable after the end of each calendar year, Landlord shall notify Tenant covenants to payof Landlord’s estimate of Operating Costs, before any fine, penalty, interest or cost may be added thereto Taxes and Tenant’s Additional Rent for the nonfollowing 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 one-payment thereoftwelfth (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 estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as additional rentreasonably practicable after the end of each calendar year, all taxesLandlord shall furnish Tenant a statement with respect to such year, assessments (including but not limited toshowing Operating Costs, all assessments Taxes and Additional Rent for public improvements or benefitsthe year, whether or not commenced or completed within and the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received total payments made by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenantrespect thereto; provided, however, that if at any time during the term of this LeaseLandlord’s failure to deliver its statement (for up to, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord but not in lieu excess of, three hundred sixty five (365) days after the end of such year) shall not waive or relinquish Landlord’s right to reconcile Operating Costs and Taxes, collect any underpayment by Tenant and refund any overpayment by Tenant, and prior to Tenant’s receipt of Landlord’s reconciliation statement Tenant shall continue to pay estimated Operating Costs and Taxes at the most recent estimated monthly amount provided by Landlord to Tenant. Unless Tenant raises any objections to Landlord’s statement within one hundred eighty (180) days after 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 within the required time period, then Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in addition to, good faith to resolve any disputes. Notwithstanding the foregoing, Tenant shall only be permitted to engage a capital levycertified public accountant, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessmentthird party service provider primarily engaged in providing lease administration and audit services, levy or charge measured by or basedto review Landlord’s statement, and in no event shall Tenant be entitled to engage any accountant for such review whose compensation is measured, in whole or in part, upon such rents, the Leased Premises (including, but not limited any adjustments to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed ’s statement as a deduction consequence of such review. Any objection of Tenant to Landlord’s statement and resolution of any significant portion 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 for not more than three hundred sixty five (365) days after the end of the depreciation or interest deductions allowed year in question relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement. (4) If Tenant’s Additional Rent as finally determined for federal income tax purposesany calendar year exceeds the total payments made by Tenant on account thereof, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge Landlord the same 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 herein provided in respect finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease or refunded to Tenant if such determination is at or after the expiration or earlier termination of the payment Lease. For any partial calendar year at the beginning or end of Impositionsthe Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of the 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. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout Notwithstanding the term termination of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, pay to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums the case may be, within thirty (subject 30) days after Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. Notwithstanding the foregoing or anything to proration as specifically provided the contrary contained in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated have no obligation to pay only for any Operating Costs or Taxes that portion are fairly allocable to any time period before the Commencement Date or after the Expiration Date (or earlier termination of this Lease). If for any reason Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be 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 real property taxes amount the Taxes for the year would have been in the absence of the exemption. The obligations of Landlord to refund any overpayment of Additional Rent and other charges assessed against improvements that are situated on of Tenant to pay any Additional Rent not previously paid shall survive the Leased Premisesexpiration or earlier termination of this Lease.

Additional Rent. (aA) It is the purpose and intent of Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time For each calendar year during the term of this Lease, Tenant has been delinquent in making payments agrees to pay as items of Impositions or utility charges, Additional Rent for the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees thatTenant's "Percentage Share" (being the percentage indicated in Item 3 of Basic Lease Provisions) of all increases in "Project Operating Expenses" and "Project Property Taxes" (as hereinafter defined) incurred by Landlord in the operation of the Building or Project over the Base Project Operating Expenses and Base Project Property Taxes as stipulated in Items 4 and 5 respectively in the Basic Lease Provisions. (B) The items of Additional Rent contemplated under subparagraph 3(A) shall be calculated in accordance with the following procedures: (i) Each December (beginning December, upon notice to 1997) during the Tenantterm hereof or as soon thereafter as practical, Landlord may be shall give Tenant written notice of Landlord's estimate of any amounts payable under subparagraph 3(A) above for the receiver ensuing calendar year. On or before the first day of all bills for Impositions, utilities and any other operating expenses appurtenant to each month during the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such billsensuing calendar year, Tenant shall pay Landlord without further notice 1/12 (One-twelfth) of such estimated amounts, provided that if such notice is not given in December, Tenant shall continue to Landlordpay on the basis of the then applicable rental until the month after such notice is given. If at any time or times it appears to Landlord that the adjusted amounts payable under subparagraph 3(A) for the current calendar year will exceed its estimate, as additional rent hereunder all Landlord may, by notice to Tenant, revise its estimate for such sums year. Subsequent payments by Tenant for such year shall be based upon such revised estimate. (subject to proration as specifically provided in this Leaseii) within the later of Within ninety (x) fifteen (1590) days after billing the close of each calendar year or as soon thereafter as is practical, Landlord shall deliver to Tenant a statement of the annual adjustment of those Additional Rent items made pursuant to subparagraph 3(A) for such calendar year. If on the basis of such statement Tenant owes an amount that is less than the estimated payments for such calendar year previously made by Tenant, Landlord shall refund or credit such excess to Tenant, within thirty (30) days from such determination. If on the basis of such statement Tenant owes an amount that is more than the estimated payment for such calendar year previously made by Tenant, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of the statement. (iii) The Additional Rent due under the terms and conditions of this Paragraph 3 shall survive termination of this Lease, shall be payable by Tenant without any setoff or deduction, and shall be computed by Landlord on a prorated basis for any period less than a full calendar year. (iv) Anything to the contrary contained in this Paragraph 3 notwithstanding, if the average occupancy of the Building is less than ninety- five (95%) percent during the Base Year hereinafter defined, then Landlord shall make a determination ("Landlord's Determination") of what the Project Operating Expenses for such year would have been if during the entire year the average tenant occupancy of the Building were ninety-five (95%) percent. Landlord's Determination shall be binding and conclusive upon Tenant and shall for all purposes of this Lease be deemed to be the Project Operating Expenses for the Base Year. Landlord shall notify Tenant of Landlord's Determination within ninety (90) days following the last day of the Base Year. Thereafter, if for any subsequent Lease Year the average tenant occupancy of the Building is below ninety-five (95%) percent, the Project Operating Expenses for any such year shall be adjusted by Landlord to Tenant or the amount that such Project Operating Expenses would have been if the average tenant occupancy during that year had been ninety-five (b95%) twenty percent. The term Base Year means the twelve (2012) days prior to the date on month period during which such bills Base Project Operating expenses are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereofcalculated. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. Lessee will also pay, from time to time as provided in this Lease or on demand of Lessor, as additional rent (the "Additional Rent") (a) It is the purpose all amounts, liabilities, charges and intent of Landlord obligations that Lessee herein assumes or agrees to pay other than Basic Rent, and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants interest at the rate of twelve (12%) percent per annum on such of the foregoing amounts, liabilities and obligations as are payable by Lessee that are not paid when due and that Lessor shall have paid on behalf of Lessee, from the date of payment thereof by Lessor until paid by Lessee and on all overdue installments of Basic Rent and other sums payable under this Lease, from the due date thereof until payment. No interest on the foregoing amounts, however, shall be computed and applied to paysuch amounts, before except for installments of Basic Rent, unless and until (i) Lessee shall have received a written notice from Lessor describing the nature and the extent of the payment due hereunder and (ii) a period of five (5) Business Days from the receipt of such notice shall have elapsed. In the event of any finefailure on the part of Lessee to pay any Additional Rent within five (5) Business Days of said Notice, penaltyLessor shall have all the rights, interest or cost may be added thereto powers and remedies provided for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of in this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of law or in respect of, equity or become a lien on, otherwise in the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation case of nonpayment of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant Basic Rent. Lessor authorizes Lessee to the use or occupation make all payments of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition Additional Rent required by Lessor to be paid by Tenant pursuant to this Section 5(b)persons other than Lessor. Upon payment in full of all sums payable as Additional Rent to persons other than Lessor, in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, payment shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of ImpositionsAdditional Rent to Lessor. Tenant On request, Lessee shall furnish provide to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect Lessor such proof as Lessor shall reasonably require that the aforesaid payments as Additional Rent to any persons other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing than Lessor shall have been paid. In case such person shall refuse to accept payment of such Imposition. In additionAdditional Rent from Lessee, Tenant Lessee shall furnish pay such Additional Rent directly to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, Lessor or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or its designee at the end of which an Imposition place where the Basic Rent is due then payable and payable without interest, penalty or liability and any interest earned on Lessee shall not be in Default if such funds and made available person to Landlord shall accrue for the benefit of Tenant and may be applied whom payment by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant Lessee has been delinquent in making payments of Impositions attempted fails or utility charges, the failure of refuses to accept payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premisesfrom Lessee. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else set forth herein to the contrary, the term "Additional Rent" shall in no event be deemed to include any liquidated damages payable to Lessor by Lessee in the event that any portion of the Entire Parcel not forming part a default by Lessee of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premisesits obligations hereunder.

Additional Rent. (a) It is the purpose and intent of a. Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so agree that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) is a so-called “triple net” lease and therefore Tenant covenants and agrees to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rentrent (“Additional Rent”), without notice or demand and without set-off, abatement, suspension or deduction, all taxes or payment in lieu of taxes, betterment assessments, water and sewer rents and charges, liens, insurance, maintenance, repairs, utilities charges in connection with the Premises. b. Tenant shall pay, directly to the authority charged with the collection thereof, all taxes, or payments in lieu thereof, and each installment of all public, special or betterment assessments levied or assessed by or becoming payable to the Town of Portsmouth or any governmental authority having jurisdiction over the Premises, for or in respect of the Land and all Improvements constructed thereon (including but not limited tosuch taxes, or payments in lieu thereof, and installments or assessments being hereinafter together referred to as “Real Estate Impositions”) for each tax or installment period wholly included in the Term, all assessments such payments to be made not less than five (5) days prior to the last date on which the same may be paid without interest or penalty; and for public improvements any fraction of a tax or benefitsinstallment period included in the Term at the beginning or end thereof, whether or not commenced or completed Tenant shall pay to Landlord, within two (2) days after receipt of invoice therefor, the term fraction of this Lease and so-called business improvement district such taxes or assessments) waterinstallment which is allocable to such included period; provided in the case of any special or betterment assessment that Landlord shall have elected to pay such assessment in installments, sewer over the longest period permitted by law. c. If Tenant shall deem itself aggrieved by any Real Estate Imposition and shall elect to contest the payment thereof, Tenant may make such payment under protest or, if postponement of such payment will not jeopardize Landlord’s title to the Premises, or subject Landlord to the risk of any criminal liability or civil liability or penalty, Tenant may postpone the same provided that it shall secure such payment and the interest and penalties thereon and the costs of the contest on the determination or the proceedings or suit in which such contest may be had, by causing to be delivered to Landlord cash or other security satisfactory to Landlord, or a bond of indemnity of a good and solvent surety company, in form and amount satisfactory to Landlord. Either party paying any Real Estate Imposition shall be entitled to recover, receive and retain for its own benefit all abatements and refunds of such Real Estate Imposition, unless it has previously been reimbursed by the other party, in which case an equitable distribution will be made. Xxxxxx agrees to save Landlord harmless from all costs and expenses incurred on account of Xxxxxx’s participation in such proceedings or as a result of Xxxxxx’s failure to pay real estate taxes and other rentsrelated charges with respect to the Premises. Landlord, rates without obligating itself to incur any costs or expenses in connection with such proceedings, shall cooperate with Tenant with respect to such proceedings so far as reasonably necessary. Neither party shall discontinue any abatement proceedings begun by it without first giving the other party written notice of its intent so to do and chargesreasonable opportunity to be substituted in such proceedings. Landlord shall promptly furnish to Tenant a copy of any notice of any Real Estate Imposition received by Landlord. d. Tenant may request and pursue any and all such relief from Real Estate Impositions (e.g., charges abatements, exemptions, payments in lieu of taxes) as may be available to the Premises under law. Tenant’s decision to pursue relief in accordance with this Section 3.2(d) shall not limit or delay Tenant’s obligation to make payment of Real Estate Impositions. Either party paying any Real Estate Imposition shall be entitled to recover, receive and retain for public utilitiesits own benefit all abatements and refunds of such Real Estate Imposition, excisesunless it has previously been reimbursed by the other party, leviesin which case an equitable distribution will be made. Xxxxxx agrees to save Landlord harmless from all costs and expenses incurred on account of Tenant’s participation in such proceedings. Landlord, license without obligating itself to incur any costs or expenses in connection with such proceedings, shall cooperate with Tenant with respect to such proceedings so far as reasonably necessary. Neither party shall discontinue any abatement proceedings begun by it without first giving the other party written notice of its intent so to do and permit reasonable opportunity to be substituted in such proceedings. e. Tenant further covenants and inspection fees agrees to pay, as Additional Rent, without notice or demand and without set-off, abatement, suspension or deduction, all other governmental chargescosts, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind which are due and nature whatsoever, which payable during the Term hereof and are at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by against the Premises arising from Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or ’s operations at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of LandlordPremises. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, f. Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver furnish to Landlord proof of payment of such bills simultaneously with all items referred to in Section 3.2 which are payable by Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (aA) It is Tenant shall pay its Pro Rata Share of Taxes and Operating Expenses ("Tenant's Share"). As soon as practicable each year during the purpose and intent Lease Term, Landlord shall furnish to Tenant a detailed estimate of Tenant's Share for the timeframe in question (broken down on a category by category basis). Tenant acknowledges that Landlord and has provided Tenant that with a non-binding estimate of the rent payable hereunder Tenant's Share for calendar year 1999, prior to the execution hereof. Tenant shall be absolutely net pay to Landlord so that this Lease shall yield, net the estimate for Tenant's Share in equal monthly installments at the same time and place as Rent is to Landlord, be paid. Landlord will furnish a statement of the Minimum Rental due actual Tenant's Share no later than April 1 of each year during the term Lease Term, including the year following the year in which the Lease expires or is otherwise terminated. In the event that Landlord is, for any reason, unable to furnish the statement of the actual Tenant's Share within the time specified above, Landlord will furnish such statement as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay to Landlord any deficiency as shown by such statement within thirty (30) days of receipt of such statement. Provided no Event of Default by Tenant is in existence under this Lease, Landlord will refund to Tenant any excess as shown by such statement within thirty (30) days of the date of the statement; provided that, if an Event of Default by Tenant is in existence, Landlord shall refund to Tenant the amount of such excess at such time as all Events of Default have been cured. Landlord will keep books and records showing the Operating Expenses in accordance with generally accepted accounting principles. (bB) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any Any and all Premiums payments (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition than Rent) required to be paid made by Tenant pursuant to this Section 5(b), in which event same Lease shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises additional Rent (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to dateAdditional Rent"). Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds same rights and remedies for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required said payments as for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of LandlordRent. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It is the purpose and intent of the Landlord and Tenant that the rent payable hereunder shall be absolutely absolute net to the Landlord so that this Lease shall yield, net to the Landlord, the Minimum Rental due rents specified herein in each year during the term of this Lease, free of any charges, assessments, impositions or deductions of any kind and without abatement, deduction or set-off whatsoever and under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind whatsoever or be under any other obligation or liability hereunder, except as herein otherwise expressly set forth. Tenant shall pay all costs, expenses, and charges of every kind and nature relating to the Premises, except debt service on any indebtedness of Landlord, which may arise or become due or payable during or after (but attributable to a period falling within) the Term. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment nonpayment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) Lease), water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time prior to or during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to or become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises, this transaction or any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined)penalties and/or interest thereon, and together with any and all penalties, fines and/or interest thereonPremiums, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate corporation franchise, excess profits, estate, succession, business inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, including but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.income

Additional Rent. (a) It is the purpose and intent of Landlord and The Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to will also pay, before any finewithout notice, penaltyand without abatement, interest deduction, or cost may be added thereto for the non-payment thereofsetoff, except as otherwise specifically allowed herein, as additional rent, all sums, taxes, assessments (including but not limited toassessments, all assessments for public improvements or benefitscosts, whether or not commenced or completed within expenses, and other payments which the term Tenant in any of the provisions of this Lease and so-called business improvement district taxes assumes or assessments) wateragrees to pay, sewer and other rentsand, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, in the event of any kind nonpayment thereof, the Landlord shall have (in addition to all other rights and nature whatsoeverremedies) all the rights and remedies provided herein or by law in the case of nonpayment of rent. For all uses of the Premises that would be categorized under the 2017 North American Industry Classification System (2017 NAICS) under codes 4400 through 454390 (“Retail Uses”), which at as Additional Annual Rent Tenant shall pay a sum equal to twenty-five percent (25%) of the Adjusted Net Cash Flow commencing with the first day the Tenant Improvements open for business (“Additional Retail Rent”). The Tenant shall calculate Adjusted Net Cash Flow for each Current Year within forty-five (45) days after the end of the Current Year (or portion thereof) and provide that calculation, and pay to the Landlord the Additional Retail Rent, within sixty (60) days after the end of the Current Year. Adjusted Net Cash Flow is Gross Revenues less Total Expenses, less the total amount of capital expenses for furniture, fixtures, and equipment for the Tenant Improvements in excess of the aggregate amount expended from any time reserve during such year. No Additional Retail Rent and no Additional Rent involving any payment of any portion of the term Adjusted Net Cash Flow shall be owed for any use of the Premises that is not a Retail Use under codes 4400 through 454390 of the 2017 NAICS. Furthermore, upon the assignment of this Lease may have been by Tenant to Alwaysholdin LLC or may be assessed, levied, confirmed, imposed upon, some other entity controlled by or grow to become due or payable out affiliated with King of or in respect of, or become Freight LLC (a lien on“King of Freight Entity”), the Leased following provisions governing Additional Retail Rent shall apply:  If, within the first five (5) years following the assignment of this Lease to a King of Freight Entity, King of Freight LLC, including all entities which have merged with or been acquired by King of Freight LLC, creates 400 net new jobs, from a base employment level of 535 with an average wage of at least $50,000.00 per year for employees whose main offices are contained within the corporate limits of the City of Wichita, Kansas, and further maintains the presence of said 400 net new jobs within the corporate limits of the City of Wichita for the following five (5) year period, after the conclusion of this ten (10) year period (the “King of Freight Additional Retail Rent Period”) the Additional Retail Rent requirement shall be deleted from this Lease. Following the deletion of the Additional Retail Rent requirement from this Lease, no Additional Retail Rent and no Additional Rent involving any payment of any portion of the Adjusted Net Cash Flow shall be owed for any use of the Premises. If King of Freight LLC acquires or merges with any existing company that is already within the corporate limits of the City of Wichita, none of the jobs from the existing company or companies are not considered “net new jobs” to the City and will not be counted as part of the 400 net new job requirement.  After King of Freight LLC and all entities which have merged with or been acquired by King of Freight LLC has created the 400 net new jobs with an average wage of at least $50,000.00 per year for employees whose main offices are contained within the corporate limits of the City of Wichita, Kansas within the first five (5) years following the assignment of this Lease to a King of Freight Entity, the King of Freight Entity which is the current Tenant under this Lease may assign this Lease or sublease the Premises to either a retail user or new Tenant or a nonretail user or new Tenant and such user or new Tenant shall not be responsible for the payment of any part thereof Additional Retail Rent or Additional Rent involving any appurtenance theretopayment of any portion of the Adjusted Net Cash Flow SO LONG AS King of Freight LLC and its entities maintains the presence of said 400 net new jobs within the corporate limits of the City of Wichita during and until the conclusion of the King of Freight Additional Retail Rent Period. Under this procedure, any personal propertyuser of the Premises for any purpose that is otherwise allowed under the Lease and the Development Agreement is permitted and does not require the payment of any Additional Retail Rent even if the user or new Tenant is utilizing the Premises for a retail purpose. Furthermore, following this Lease’s assignment to such user or new Tenant by the King of Freight Entity, so long as King of Freight LLC and its entities maintains the 400 net new jobs discussed herein within the Wichita City Limits through the conclusion of the original King of Freight Additional Retail Rent Period, the rent Additional Retail Rent requirement shall be deleted from this Lease and income received by Tenant from subtenants, no Additional Retail Rent and no Additional Rent involving any use, possession or occupation payment of any portion of the Leased PremisesAdjusted Net Cash Flow shall be owed for any use of the Premises regardless of whether a King of Freight Entity remains the Tenant under this Lease. Nevertheless, should King of Freight LLC and its entities fail to maintain the 400 net new jobs discussed herein within the Wichita City Limits through the conclusion of the King of Freight Additional Retail Rent Period, the Additional Retail Rent requirement shall remain in full force and effect under this Lease and the current user/Tenant of the Premises shall be responsible for the payment of Additional Retail Rent from the date that King of Freight has failed to maintain the 400 net new jobs discussed herein.  Creating and maintaining the 400 net new jobs discussed herein shall be defined as King of Freight LLC and all entities which have merged with or rentals or sales therefrom or activity conducted thereinbeen acquired by King of Freight LLC creating and maintaining 400 net new jobs held by employees of King of Freight and its entities with an average wage of at least $50,000.00 per year for employees whose main offices are contained within the corporate limits of the City of Wichita, such franchises Kansas. As is customary with economic development incentives, the benchmark to be utilized is the creation of 400 net new positions of employment that did not exist within the King of Freight operation as may be appurtenant of the date when this Lease is assigned to a King of Freight Entity where employees receive an average wage of at least $50,000.00 per year, and not the retention of a specific employee who was initially hired for each of these positions.  Pursuant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term terms of this Lease, the method King of taxation Freight Additional Retail Rent Period shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly begin on the rents received therefrom and/or date when this Lease is assigned to a franchise tax or King of Freight Entity and shall conclude ten (10) years following that date regardless of which entity is the current Tenant under this Lease and which entity is currently using the Premises. Tenant agrees to allow representatives of the City of Wichita, Kansas (“City Representative”), after submission of the calculations of Additional Retail Rent for any year, to review and audit the books and records of the current entity using the Premises for compliance with the obligations to pay Additional Retail Rent hereunder if the Premises is being used for a Retail Use as defined herein. If an assessmentaudit by the City reveals a material understatement of the amount due the City, levy or charge measured then Tenant shall pay all reasonable costs of such audit by or basedan independent certified public accountant of reputable standing. In making the calculations required hereunder, in whole or in partTenant and City shall apply generally accepted accounting principles, upon such rents, consistently applied. If the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part is being used by Landlord's income from the Leased Premises if in computing such income there an entity who is not allowed the Tenant hereunder (such as in the case of a sublease), Tenant shall require as a deduction condition of that sublease that any significant portion of sublessee who uses the depreciation or interest deductions allowed Premises for federal income tax purposes, then all such taxes, assessments, levies a Retail Use shall make its books and charges, or the part thereof so measured or based, shall be deemed records available to be included within the term "Imposition" City Representative for the purposes hereofof the review discussed by this paragraph. For the purposes of verifying its compliance with the requirements for creation and retention of 400 net new jobs within the King of Freight Additional Retail Rent Period described above, but only King of Freight LLC and all entities which have merged with or been acquired by King of Freight LLC shall certify to the extent that such taxes would be payable if City of Wichita at the Leased Premises were time this Lease is assigned to a King of Freight Entity the only property number of Landlord, and Tenant shall pay and discharge jobs for employees whose main offices are contained within the same as herein provided in respect corporate limits of the payment City of ImpositionsWichita, Kansas that are currently provided by King of Freight LLC and its entities as of the date that this Lease was first assigned to a King of Freight Entity. Tenant Annually on the anniversary of the assignment of this Lease to a King of Freight Entity, King of Freight LLC shall furnish make a certification as to Landlordthe number of net new jobs created for employees whose main offices are contained within the corporate limits of the City of Wichita by King of Freight LLC and its entities, promptly after payment Kansas and the average wage of the workers in these new positions. At any real estate taxes or Premiums, and, with respect to any other Impositions, promptly time upon the request of Landlordthe City of Wichita, official receipts or other satisfactory proof evidencing payment King of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months Freight LLC and all additional funds required entities which have merged with or been acquired by King of Freight LLC shall make available to City Representative the wage records for each new employee position created within the payment Wichita City Limits, subject to redaction of any Imposition individually identifiable employee information. King of Freight LLC shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on entitled to make such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice certifications as to the Tenant, Landlord may be the receiver number of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure net new jobs on a more frequent than annual basis if desired by King of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereofFreight LLC. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It is the purpose and intent of Landlord If by applicable Law, any general or special assessment or like charge may be paid in installments without any penalty whatsoever, then such assessment may be paid in such installments and Tenant shall only be liable for the portion thereof that is allocable or attributable to the rent Lease Term or any portion thereof. If such assessment or charge may be payable hereunder in installments with interest, Tenant may pay such assessment or charge in installments, together with all interest thereon, provided that if such installments extend beyond the Lease Term, Landlord shall be absolutely net have the option to Landlord so that this pay all remaining installments coming due following the Lease shall yield, net to Landlord, the Minimum Rental due during the term of this LeaseTerm without interest. (b) Tenant covenants shall pay all Real Estate Taxes directly to pay, before any fine, penalty, interest or cost may be added thereto the collecting authority no less than thirty (30) days prior to the delinquency date thereof and shall provide Landlord not less than ten (10) Business Days prior to such delinquency date a copy of the paid receipt for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term each installment of Real Estate Taxes so paid. Nothing in this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require obligate Tenant to pay income taxes assessed against Landlordany estate, or any capital levyinheritance, corporate franchise, excess profits, estate, succession, inheritance net income or transfer similar taxes of LandlordLandlord (other than any rental taxes imposed upon the Landlord that are measured by or based in whole or in part directly upon the Rent payable under this Lease, whether existing at the date hereof or hereinafter imposed by any Governmental Authority) nor shall any of same be deemed Real Estate Taxes, unless such taxes are the same shall be specifically imposed or levied upon or assessed as a total or partial substitute in substitution for, or in lieu of, Real Estate Taxes. Notwithstanding the first sentence of this clause (b), upon the occurrence of both of the following events, Tenant shall pay Real Estate Taxes to Landlord no less than thirty (30) days prior to the delinquency date thereof (the “RE Taxes Additional Rent”) in lieu of payment directly to the applicable collecting authority: (i) delivery to Tenant of a written request therefor from Landlord, and (ii) the occurrence and continuance of any other Imposition required Default under this Section 3.03(b) by Tenant, or the occurrence and the continuance of any Event of Default under any provision in this Lease (either event described in the foregoing clause (ii) is referred to be herein as a “RE Taxes Additional Rent Trigger”). Funds paid by Tenant pursuant to this Section 5(b), in which event same as RE Taxes Additional Rent shall be deemed Impositions used only for the payment of the Real Estate Taxes. If Tenant fails to pay the appropriate party (Landlord or the collecting authority, as provided herein) all Real Estate Taxes when due hereunder, then Tenant shall, without limiting any other remedies available to Landlord, reimburse Landlord for any and shall be all penalties or interest, or portion thereof, paid or incurred by Landlord as a result of such nonpayment or late payment by Tenant. (c) Tenant shall have the right to undertake an action or proceeding against the applicable collecting authority seeking an abatement of Real Estate Taxes or a reduction in the valuation of the Demised Properties and/or contest the applicability of any Real Estate Taxes; provided, however, that if Tenant delivers to Landlord prior written notice of any such action or proceeding by Tenant, and that Tenant has paid timely (and continues to pay timely) all Real Estate Taxes as provided in this Lease to the extent required by applicable Law. In any instance where any such permitted action or proceeding is being undertaken by Tenant, (i) Landlord shall cooperate reasonably with Tenant, at no cost or expense to Landlord, and execute any time during and all documents approved by Landlord and reasonably required in connection therewith and (ii) Tenant shall provide Landlord with all information reasonably requested by Landlord with respect to such action or proceeding within five (5) days after receipt of Landlord’s written request. Tenant shall be entitled to any refund (after the term deduction therefrom of this Leaseall expenses incurred by Landlord in connection therewith) of any Real Estate Taxes (including penalties or interest thereon) received by Tenant or Landlord, whether or not such refund was a result of actions or proceedings instituted by Tenant. (d) Tenant shall be solely responsible for, and shall pay directly to the applicable service providers, the method cost of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, all utility services provided to the Demised Properties throughout the Lease Term. Notwithstanding the foregoing, upon the occurrence of both of the following events, Tenant shall pay to Landlord the cost of any and all utility services provided to the Demised Properties in lieu of payment directly to the applicable service providers: (i) delivery to Tenant of a capital levywritten request therefor from Landlord, gross receipts and (ii) any Default under this Section 3.03(d) by Tenant, or any Event of Default. Funds paid by Tenant to Landlord pursuant to the immediately preceding sentence shall be used only for the payment of the cost of utility services to the Demised Properties. If Tenant fails to pay the appropriate party (Landlord or the service providers, as provided herein) all such costs when due hereunder, then Tenant shall, without limiting any other remedies available to Landlord, reimburse Landlord for any and all penalties or interest, or portion thereof, paid or incurred by Landlord as a result of such nonpayment or late payment by Tenant. (e) Without limiting any of Tenant’s other obligations set forth in this Article, Tenant shall pay to Landlord, with each payment due to Landlord hereunder (and as a part of Rent due hereunder), all sales and excise tax on rental income and all other similar taxes imposed upon Landlord with respect to rental or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises payments (including, but not limited to RE Taxes Additional Rent and Real Estate Taxes paid directly to the acquisitiontaxing authority to the extent deemed includible in Landlord’s gross income or gross receipts) in the nature of a gross receipts tax, leasinggross income tax, usemargins tax, sales tax, occupancy tax, business improvement district tax, occupation tax, business and occupation tax, business privilege tax or the like, whether imposed by a federal, state or local taxing authority, which, when added to such payment, shall yield to Landlord after deduction of all such tax payable by Landlord (including any such taxes that may be payable on the additional amounts payable pursuant to this paragraph, on a “grossed-up” basis) with respect to all such payments a net amount which Landlord would have realized from such payment had no such tax been imposed. (f) Any indemnity payments due to Landlord from Tenant hereunder that are attributable to liabilities, fixed or contingent, known or unknown (i) that existed as of the date hereof, or value thereofrelate to periods prior to and including the date hereof, or (ii) to which the Demised Properties were subject as of the date hereof, or the present or any future Improvements that existed on the Leased Premises or date hereof and ran with the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as Demised Properties and became a deduction any significant portion liability of the depreciation Landlord as the transferee or interest deductions allowed assignee of the previous owner of the Demised Properties, shall not be treated as additional rent or other gross income of the Landlord for federal income tax purposes, then all but as an adjustment to the Landlord’s adjusted basis in the Demised Properties, which adjusted basis shall prior to the receipt by Landlord of such taxes, assessments, levies and charges, or the part thereof so measured or based, shall indemnity payments be deemed to be included within include the term "Imposition" for the purposes hereof, but only to the extent that amount of such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositionsliabilities. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating agrees that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds it will take no position inconsistent herewith for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlordfederal income tax purposes. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It is Commencing on the purpose Commencement Date, Sublessee shall also pay Sublessee’s Operating Share of Common Operating Expenses required to be paid by Sublessor to Overlandlord under the Xxxxxxxxx (as and intent of Landlord and Tenant that when the rent payable hereunder same shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, become due under the Minimum Rental due during Xxxxxxxxx) (the term of this Lease“Sublessee Operating Expense Payment”). (b) Tenant covenants Commencing on the Commencement Date, Sublessee shall also pay Sublessee’s Tax Share of Real Property Taxes required to pay, before any fine, penalty, interest or cost may be added thereto paid by Sublessor to Overlandlord under the Xxxxxxxxx (as and when the same shall become due under the Xxxxxxxxx) (the “Sublessee Tax Payment”) (c) Sublessee shall pay Additional Rent within ten (10) Business Days after receipt by Sublessee of a xxxx from Sublessor. The remedies afforded Sublessor for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received Additional Rent by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same Sublessee shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the for non-payment of ImpositionsBase Rent. Tenant In the event that Sublessor shall furnish to Landlord, promptly after payment of receive any real estate taxes credit or Premiums, and, reimbursement from Overlandlord with respect to either Common Operating Expenses or Real Property Taxes for periods subsequent to the Commencement Date hereof which, in either case, had been partially paid by Sublessee, Sublessor shall within ten (10) Business Days after receipt of any other Impositions, promptly upon request of Landlord, official receipts such credit or other satisfactory proof evidencing payment reimbursement by Sublessor credit or reimburse Sublessee its proportionate amount of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, credit or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlordreimbursement. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. 5.1 Tenant shall pay as additional rent each year the amount of Tenant's Share of Operating Costs during each Operating Year of the Lease Term. “Tenant’s Share” means an amount equal to the product of the Rentable Square Footage of the Premises multiplied by the actual per square foot Operating Costs during the applicable Operating Year of the Lease Term. If the Lease Term begins or ends anytime other than the first or last day of an Operating Year, Operating Costs and the Tenant's Share thereof shall be prorated. Prior to the end of each Operating Year, Landlord shall provide Tenant with a written statement of Landlord's estimate of Operating Costs and the estimate of Tenant's Share (the “Estimated Share”) for the next succeeding Operating Year. Tenant shall pay Landlord, concurrently with each payment of the Minimum Monthly Rent for the next Operating Year, an amount equal to one-twelfth (1/12) of the amount of the Estimated Share. Landlord may revise the Estimated Share and adjust the required monthly payment accordingly not more than once during the Operating Year. Within ninety (90) days after the end of each Operating Year, or as soon thereafter as reasonably possible, Landlord shall provide Tenant with a reconciliation statement (“Operating Statement”) showing Tenant's Share of the actual Operating Costs for the preceding Operating Year (the "Actual Share"). If the Actual Share exceeds the Estimated Share paid by Tenant during that Operating Year, Tenant shall pay the excess at the time the next succeeding payment of Minimum Monthly Rent is payable (or within ten (10) days if the Lease Term has expired or been terminated). If the Actual Share is less than the Estimated Share paid by Tenant, Landlord shall apply such excess to payments next falling due under this Article (or refund the same to Tenant within thirty (30) days after the expiration or termination of this Lease or credit amounts due from Tenant if the Lease Term has expired or been terminated). For purposes of this Lease (a) It is the purpose "Operating Costs" means and intent of Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, includes all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable reasonable out of or in respect ofpocket costs of management, or become a lien onmaintenance, the Leased Premises or any part thereof or any appurtenance theretorepair, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation operation of the Leased PremisesProject, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, including but not limited to the acquisitioncosts of cleaning, leasingrepairs, useutilities, air conditioning, heating, plumbing, elevator, parking, landscaping, insurance, property taxes and special assessments, and all other costs which can properly be considered operating expenses, but excluding costs of land or value thereofbuilding additions, alterations for tenants, leasing commissions, advertising, depreciation, interest, income taxes, and costs not incurred in the management, maintenance and operation of the Project; and (b) "Operating Year" means a calendar year beginning January 1 and ending December 31. Tenants with leases expiring or terminating prior to the present or any future Improvements end of the Operating Year shall be responsible for their portion of Operating Costs based on Landlord's estimate of Operating Costs (but subject to adjustment based on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed Actual Share, as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to dateabove). Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent cap annual increases in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other controllable operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereofat 3%. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. In addition to the Base Rent, Tenant agrees for each year subsequent to the Base Year to pay an additional rent (a"Additional Rent") It is the purpose and intent of Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation based upon Tenant's proportional share of the Leased Premises, or rentals or sales therefrom or activity conducted therein, excess of operating costs in each such franchises as may be appurtenant to subsequent year over Landlord's operating costs in the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition")Base Year. Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term For purposes of this Lease, the method of taxation "Base Year" shall be 1997. Additional Rent will be payable in equal monthly installments during each year based upon the cost increases for such that there year, as estimated by Landlord, with and adjustment to be made at such time as the actual operating costs for such year are determined. Operating costs as used herein shall be leviedthe Landlord's costs during each calendar year for real estate taxes and special assessments, assessed or imposed on Landlord in lieu ofheat, or in addition toair conditioning and ventilation, the foregoingenergy costs, a capital levyelevator service, gross receipts or cleaning and janitorial services, security, landscaping and care of grounds, supplies, maintenance, repairs, painting wall and window washing, tools and equipment (which are not required to be capitalized for Federal Income Tax purposes) labor, including all wages and salaries and all Social Security and other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, taxes may be levied upon such rentswages and salaries, the Leased Premises (including, insurance and all other costs properly constituting direct operating costs according to standard accounting practices including administrative and management expense but not limited including depreciation of building or equipment, interest, income taxes, costs of maintaining the Landlord's corporate existence or any costs required to be capitalized for Federal Income Tax purposes. The proportionate share of Tenant shall be computed by multiplying the excess of operating costs, if any, for the applicable subsequent year over the operating costs for the Base Year by the ratio of the rentable area of the Premises to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion total rentable area of the depreciation or interest deductions allowed for federal income tax purposesBuilding, then all such taxesit being agreed that the rentable area of the Premises is 3,163 square feet and the total rentable area of the Building is 61,217 square feet. Landlord shall, assessmentsas soon as conveniently possible and in any event not later than February 1st in each year, levies advise Tenant of the amount of Additional Rent and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and thereafter Tenant shall pay and discharge the same Additional Rent indicated, which Additional Rent shall apply to the then current lease year, such new rates being applied to any months to which the Base Rent shall then have been paid as herein provided in respect well as the unexpired months of the current lease year, the adjustment for the then expired months to be made at the payment of Impositionsthe next succeeding monthly rental. Tenant Under no circumstances shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have total monthly rental be less then the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlordscheduled monthly Base Rent provided herein. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. a. As Additional Rent, Tenant shall pay to Landlord at the times hereinafter set forth, an amount equal to (ai) It Tenant's Share specified hereinbelow of any increase in "Operating Expenses" (defined below in this paragraph 5.2) paid or incurred by Landlord in any calendar year with respect to the operation, repair, maintenance and management of the Building above such Operating Expenses paid or incurred by Landlord during the Base Year specified herein below and (ii) Tenant's share of any increase in "Taxes" (defined below in this paragraph 5.2) paid or incurred by Landlord in any fiscal year in excess of those paid or incurred in the Base Tax Year specified herein below (all such rentals, charges and sums other than Minimum Rent being sometimes referred to in this Lease as Additional Rent and payable as additional rent hereunder, whether or not the same may be designated "Additional Rent"). If such amounts are not paid at the time provided in this Lease, they shall nevertheless be collectable, together with any interest or late charge provided for herein, as Additional Rent with the next installment of Minimum Rent thereafter falling due, but nothing herein contained shall be deemed to suspend or delay the payment of any amount of money or charge at the time the same becomes due and payable hereunder, or limit any other remedy of Landlord. Landlord's invoice or demand for any Additional Rent hereunder may be made by regular mail, notwithstanding the provisions hereof concerning notices. Where the time for payment of any Additional Rent is not specified herein, the purpose same shall be due and intent payable twenty (20) days after Landlord's invoice or demand is given. If at any time during the Term, less than ninety-five percent (95%) of the total leasable area of the Building is occupied, the Operating Expenses and Taxes shall be adjusted by Landlord to reasonably approximate the Operating Expenses and Taxes which would have been incurred if the Building had been at least ninety-five percent (95%) occupied. At or after the commencement of any calendar year subsequent to the Base Year Landlord may, but shall not be required to, notify Tenant of Landlord's estimate of the amount of any increase in Operating Expenses for such calendar year over Operating Expenses for the Base Year, the amount of any increase in Taxes over those paid or incurred in the Base Tax Year and of the amount of such estimated increases payable to Tenant. Tenant shall pay to Landlord on the first day of each calendar month one-twelfth (1/12) of the amount of such estimated annual increases in Operating Expenses and Taxes payable by Tenant hereunder. Statements of the amount of actual Operating Expenses for the preceding calendar year, of Taxes for the appropriate fiscal year and of the amount of such increases payable by Tenant shall be given to Tenant following the end of the year. All amounts payable to Tenant as shown on said statement, less any amounts theretofore paid by Tenant on account of Landlord's estimate of increases in Operating Expenses and Taxes made pursuant to this paragraph 5.2 shall be paid by Tenant upon delivery of said statement to Tenant. In the event that Tenant has paid in any given year estimated increases beyond those later determined from actual reconciliation, then such overpayment shall be applied toward the Rent for the following year or, if this Lease has terminated and not been renewed as provided herein, such overpayment shall be promptly refunded to Tenant, If at any time Landlord determines that Operating Expenses or Taxes will materially vary from the then estimated Operating Expenses or Taxes, Landlord may, by written notice to Tenant, revise the amounts of the estimated payments due from Tenant, and Tenant that shall thereafter pay such revised payments. b. The amount of any increase in Operating Expenses and Taxes payable by Tenant for the rent payable hereunder year in which this Lease terminates shall be absolutely net prorated on the basis which the number of days from and including the commencement of said year to Landlord so that and including the date on which this Lease lease terminates bears to 365 and shall yield, net to Landlord, the Minimum Rental be due during the term and payable when tendered notwithstanding termination of this Lease. (b) c. The term "Operating Expenses" as used herein shall include all costs of operation, repair, maintenance and management of the Building, including the Premises, except those costs which are the exclusive responsibility of Tenant covenants to payor any other tenant of the Building under this lease or other applicable leases. By way of illustration, before any finebut not limitation, penalty, interest or Operating Expenses shall include the cost may be added thereto of and charges for the non-payment thereoffollowing items: heat, as additional rentlight, all water, sewer, power, steam, and other utilities and systems (including without limitation any temporary or permanent utility surcharge or other exaction, whether now or hereafter imposed), waste disposal, janitorial services, guard services, window cleaning, air conditioning, repairs, replacements, materials and supplies, equipment and tools, service agreements on elevators, insurance, licenses, permits and inspections, wages and salaries, employee benefits and payroll taxes, assessments accounting and legal expenses, management fees, depreciation on personal property, including, without limitation, window coverings provided by Landlord and carpeting in public corridors and common areas, and the cost of contesting the validity or applicability of any governmental enactments which may affect Operating Expenses. Notwithstanding the foregoing, the following items shall not be included in Operating Expenses: (1) any payments under a ground lease or master lease relating to the Building; (2) expenditures which, under generally accepted accounting principles, are capitalized, except that Landlord may include in Operating Expenses an amortization (in accordance with generally accepted accounting principles) of the amount of any capital expenditures made either for the purpose of reducing Operating Expenses or in order to comply with the requirements of applicable law which take effect with regard to the Building after the Commencement Date; (3) rentals for any improvements and permanently installed fixtures (including HVAC equipment and facilities) which if purchased, rather than rented, would constitute a capital expenditure not permitted to be included in Operating Expenses hereunder (excluding, rentals in connection with normal or emergency repairs and maintenance, and excluding in any event any equipment used in providing janitorial or similar services); (4) all costs and expenses for which Landlord is reimbursed under an "all-risk" policy of insurance or which are covered by condemnation proceeds, to the extent of the net receipts from such insurance or proceeds; (5) costs, including permit, license and inspection costs, directly incurred in the installation of improvements made within the premises and exclusively for the benefit of a particular tenant of the Building, including costs of improving, decorating, painting or redecorating premises for such a tenant; (6) costs incurred exclusively in connection with the leasing of premises in the Building, including but not limited to, all assessments for public improvements leasing commissions, real estate brokerage commissions, and attorneys' fees in connection with the negotiation and preparation of lease proposals, deal memos, letters of intent, leases, subleases and/or assignments, space planning costs, and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or benefits, whether prospective tenants or not commenced other occupants of the Building; (7) costs and expenses of providing any service or completed utility to or within the term premises of another tenant of the Building where such service or utility is of a nature which is not Landlord's responsibility to provide pursuant to this Lease, except where Landlord may provide such service or utility both to such other premises and to the Premises; (8) costs and expenses incurred in connection with the negotiation or litigation of disputes with Tenant or another tenant of claims of violation by Landlord of this Lease or any other lease in the Building, including fines, penalties, interest, damages and so-called business improvement district taxes or assessments) water, sewer any legal and other rentsprofessional fees; (9) the portion of any fee or charge for services paid to a party owned by or under common ownership with Landlord to the extent that the same exceeds the competitive cost for such services were they not so rendered by a party affiliated with Landlord, rates except that Operating Expenses may, in any event, include a management fee in an amount not to exceed five percent (5%) of gross revenue; (10) any interest, principal payments, attorneys' fees, points, fees or closing or other lender costs on financing secured by a deed of trust or mortgage on the Building; (11) a separate charge for Landlord's general corporate overhead and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and specialadministrative expenses; (12) with regard to any employee who shall devote less than all of his or her time to the operation, ordinary management, repair and extraordinarymaintenance of the Building, foreseen the labor costs allocable to the portion of his time not so devoted; (13) advertising or promotional expenses with respect to leasing space in the Building; (14) costs incurred to comply with laws relating to the removal, remediation, containment or treatment of Hazardous Materials; (15) costs and unforeseen, expenses incurred by Landlord in performing work necessary to remedy violations of code requirements concerning Building improvements where such code requirements were applicable at the time of the initial installation or construction of such improvements or were otherwise required to be complied with by Landlord in the Building prior to the Commencement Date; (16) all costs and expenses for repairs and maintenance for which Landlord is reimbursed directly by any tenant of any kind and nature whatsoeverspace in the Building (excluding reimbursement under an operating expense provision) or by vendor, which at any time during contractor or provider of materials or services to Landlord; (17) charitable or political contributions of Landlord; (18) costs attributable to enforcing leases against tenants in the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of Building or in respect oflitigating other disputes with tenants regarding the rights and obligations of Landlord, or become a lien onsuch as attorneys' fees, court costs, adverse judgments and similar expenses; (19) costs associated exclusively with the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation operation of the Leased Premises, business of the person or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant entity which constitutes Landlord which are not directly related to the use or occupation operation of the Leased Premises (all Building and which relate to the following: the formation of any entity which constitutes Landlord; the internal accounting and legal matters which relate exclusively to preparation of the foregoingtax returns and financial statements of such person or entity, together with the gathering of data therefor; the cost of defending any and all Premiums (as hereinafter defined), and together lawsuits with any mortgagee (except as the actions of Tenant may be an issue); the costs of selling, syndication, financing, mortgaging or hypothecating any of Landlord's interest in the real property and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", improvements constituting the Building; and the costs of any dispute between Landlord and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited employee to the acquisition, leasing, use, or value thereof) or extent that the present or any future Improvements on other costs attributable to the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing employment of such income there is employee are not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed permitted to be included within the term "Imposition" for the purposes hereof, but only Operating Expenses pursuant to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereofreserves for bad debt or lost rent. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It is the purpose and intent of Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant Lessee shall pay to LandlordLessor, as additional rent hereunder (“additional rent”), Lessee’s Proportionate Share of the amount by which the annual operating expenses for each year of the term exceeds the annual operating expenses for calendar year 2005 (the “Base Year”). The Lessee’s Proportionate Share (herein so called) shall be the percentage obtained by dividing (a) the number of rentable square feet in the Building as stated above by (b) the rentable square feet in the Building with respect to the charge being prorated at the time a respective charge was incurred. Operating expenses for the Base Year, for the purpose of comparisons of the Base Year with subsequent years only, shall be calculated so as to not include any cost incurred by Lessor (or Synchronics, Inc.) in connection with Xxxxx Xxxxxxxx, the maintenance employee of Synchronics, Inc. referenced in section 5.05 below, such costs to include, but not be limited to, Xx. Xxxxxxxx’x salary, benefits and associated payroll costs. Lessor shall make a good faith estimate of the additional rent to be due by Lessee for any calendar year or part thereof during the term. During each calendar year or partial calendar year of the term, Lessee shall pay to Lessor, in advance concurrently with each monthly installment of base rent, an amount equal to the estimated additional rent for such calendar year or part thereof divided by the number of months therein. From time to time, Lessor may estimate and re-estimate the additional rent to be due by Lessee and deliver a copy of the estimate or re-estimate to Lessee. Thereafter, the monthly installments of additional rent payable by Lessee shall be appropriately adjusted in accordance with the estimations so that, by the end of the calendar year in question, Lessee shall have paid all of the additional rent as estimated by Lessor. Any amounts paid based on such sums (an estimate shall be subject to proration adjustment as specifically herein provided in this Lease) within when actual operating expenses are available for each calendar year. By January 31 of each calendar year, or as soon thereafter as practicable, Lessor shall furnish to Lessee a statement of operating expenses for the later previous year. If Lessee’s estimated payments of operating expenses exceed Lessee’s share of actual operating expenses, then Lessor shall promptly credit or reimburse Lessee for such excess; likewise, if Lessee’s estimated payments of operating expenses for such year are less than Lessee’s share of actual operating expenses, then Lessee shall promptly pay Lessor such deficiency, notwithstanding that the term has expired and Lessee has vacated the leased premises. Within sixty (x) fifteen (1560) days after billing Lessor furnishes to Lessee the actual statement of operating expenses for the previous year, Lessee may, at its expense, during Lessor’s normal business hours, elect to audit Lessor’s books and records. Lessor shall cooperate fully with such audit. After verification, Lessor shall credit any overpayment determined by Landlord the audit report against the next rent due and owning by Lessee or, if no further rent is due, refund such overpayment directly to Tenant or Lessee within thirty (b) twenty (2030) days prior to of determination. Likewise, Lessee shall pay Lessor any underpayment determined by the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three audit report within thirty (30) days of receipt thereof and deliver to Landlord proof determination. The foregoing obligations shall survive the expiration or earlier termination of payment the Lease. If the audit proves that Lessor’s calculation of such bills simultaneously with Tenant's remittal thereof. operating expenses for the calendar year under inspection was overstated by more than five percent (d5%) Notwithstanding anything else herein to the contrary, in the event that any portion aggregate, then, after verification, Lessor shall pay Lessee’s reasonable out-of-pocket audit and inspection fees for said audit within thirty (30) days after receipt of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased PremisesLessee’s invoice therefor.

Additional Rent. (a) It is the purpose The parties acknowledge and intent of Landlord and Tenant agree that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yieldLeases are on a “triple net” basis, net to Landlord, with amounts collected from the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto Lessees for the non-payment thereof, Property as additional rent, all rent being applied to (or accrued for) the payment of taxes, assessments and operating expenses for the Property on a cash basis. Therefore, additional rent for such operating expenses (including but not limited to, all assessments amounts accrued for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessmentsreal estate taxes) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may that have been or may received by Seller and are applicable to Buyer’s period of ownership on a cash basis, less amounts paid through the Close of Escrow, shall be assessed, levied, confirmed, imposed upon, or grow credited to become due or payable out Buyer upon the Close of or in Escrow. With respect of, or become a lien onto any vacant spaces at the Property for the one year period prior to the Close of Escrow, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, Seller shall be responsible for including in the credit of additional rent and income of such operating expenses all amounts that would have been received by Tenant Seller had such vacant space(s) been leased to tenants on the same triple-net basis as the other spaces and otherwise subject to the provisions set forth in the immediately preceding sentence. The aforementioned proration provisions assume that there is no deficiency in the amounts collected by Seller for additional rent from subtenants, any use, possession or occupation the tenants of the Leased PremisesProperty to satisfy obligations through the Close of Escrow. To the extent there is any deficiency, Buyer will collect such amounts (other than the amounts attributable to Seller for any vacant spaces) from the applicable tenants in the same manner as rent that needs to be collected after the Close of Escrow under Section 11(c) hereof. Buyer shall then be responsible for reconciling with each of the Lessees under the Leases at the end of the year or rentals other period as appropriate any overpayments or sales therefrom deficiencies (other than as provided immediately above) for such amounts. The prorations referenced above shall be initially performed at the Close of Escrow but shall be subject to further adjustment and proration in cash after the Close of Escrow as and when complete and accurate information becomes available, if such information is not available at the Close of Escrow (except with respect to the vacant spaces). Sellers and Buyer agree to cooperate and use their commercially reasonable efforts to make such adjustments not later than one hundred twenty (120) days after the Close of Escrow (or activity conducted therein, such franchises as soon thereafter as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, andpracticable, with respect to any common area maintenance and other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums charges (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof including pass-throughs for real estate and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real personal property taxes and other charges assessed (as described special assessments) payable by Lessees under the Leases) and shall again cooperate to make any additional adjustments that may be required in subparagraph 5(b)) against connection with any year end reconciliations made in connection with any Lease requirements. The parties shall immediately pay any amounts that are owing following Seller’s delivery of the Entire Parcel, then from and after such date and reconciliations provided above. The foregoing reconciliation provisions shall specifically apply with respect to any such assessment relating invoices received by Seller subsequent to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion Close of the real property taxes and other charges assessed against improvements Escrow that are situated on in the Leased Premisesname of Seller, relate to the Property (and would be subject to reimbursement as part of additional rent under the Leases), and are paid by Seller.

Additional Rent. (ai) It The Lessee shall pay as additional rent above the Rent ("Additional Rent") (i) the lesser of ____% ("Lessee's Proportionate Share") for all exterior common area maintenance expenses attributable to the operation and maintenance of the Complex exclusive of electricity. Lessor will connect 15% of the outdoor lighting for the new Building in which the Space is located directly to Lessee's meter and there will be no other electric utility charges to Lessee. Lessor shall provide item- ization to Lessee of the purpose exterior common area maintenance expenses. Lessee's Proportionate Share is determined by dividing the square footage of the Space by the square footage of the Complex. Any addi- tions to the Complex shall proportionately reduce Lessee's Propor- tionate Share. Lessor shall promptly notify Lessee of any such additions and intent the new computation of Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this LeaseLessee's Proportionate Share. (bii) Tenant covenants With respect to payeach fiscal tax year or portion thereof during the Term, before any fine, penalty, interest or cost may be added thereto for the non-payment thereofLessee shall pay to the Lessor, as additional rent, all Additional Rent any real estate taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but special assessments assessed by any governmental authority only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to the Space. Should any other Impositionssuch assessment be provided upon the Building or Complex rather than directly for the Space, promptly upon request then Lessee shall pay Lessee's Proportionate Share of Landlord, official receipts or other satisfactory proof evidencing Lessor's interest in the Complex. The payment of such Imposition. In addition, Tenant Additional Rent shall furnish to Landlord semibe pro-annually, throughout rated should the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord Lease or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at renewal thereof terminate before the end of which an Imposition is due and payable without interest, penalty any fiscal year. Lessee shall make such tax payments semi-annually or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlordquarterly basis, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) determined by the billing method used by the Borough of Chambersburg, within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior of written notice from Lessor that such taxes are payable by Lessor together with the written assessment and tax xxxx. Subject to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver provisions of such bills, Tenant will deliver to Landlord a copy Section 4.1 if any installment of such bills with three Rent or Additional Rent is not paid within 10 days of receipt thereof and deliver to Landlord proof its due date then Lessor may assess a late charge of payment of such bills simultaneously with Tenant's remittal thereof. five (d5%) Notwithstanding anything else herein to the contrary, in the event that any portion percent of the Entire Parcel not forming part total amount of Rent or Additional Rent then due until the Leased Premises date of payment, which charge shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, immediately due and such improvement increases the real property taxes and other charges assessed (payable as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premisesfurther Additional Rent.

Additional Rent. (a) It is the purpose and intent of Landlord and Tenant that the rent payable hereunder shall be absolutely net In addition to all other payments to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenantsrequired hereunder, any use, possession Tenant shall pay to Landlord in each year or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time portion thereof during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises renewal or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed extension thereof, as a deduction any significant portion Additional Rent, Tenant’s Pro-rata Share of the depreciation or interest deductions allowed for federal income tax purposesannual Operating Expenses, then all such taxes, assessments, levies and charges, or as defined in Article 2.5 (“OER”). Landlord shall provide to Tenant a statement of projected Tenant’s Pro-rata Share of Operating Expenses at the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property beginning of Landlordeach calendar year, and Tenant shall pay the entire amount due and discharge owing in twelve (12) equal monthly installments together with the same as herein provided Minimum Rent payments, to Landlord at the address shown in respect Article 2.2. In this instance, Landlord has estimated Tenant’s share of OER for the 2009 calendar year to be based on Nine and 20/100 Dollars ($9.20) per square foot or Six Thousand Nine Hundred Seventy Two and 00/100 Dollars ($6,972.00) on an annual basis, payable in monthly installments of Five Hundred Eighty One and 00/100 Dollars ($581.00) commencing on January 1, 2009. Within ninety (90) days of the payment completion of Impositions. the year-end accounting for the Building, or as soon as practical thereafter, Landlord shall compute Tenant’s Pro-rata Share of Operating Expenses and shall provide a summary to Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of reflecting the actual amounts incurred for such Impositioncalendar year. In additionthe event Tenant’s Pro-rata Share of the actual Operating Expenses for such calendar year shall exceed the aggregate of the projected Operating Expenses installments actually collected by Landlord from Tenant, Tenant shall furnish pay to Landlord semiwithin thirty (30) days following Tenant’s receipt of a statement, the amount of such excess. However, if Tenant’s Pro-annuallyrata Share of the actual Operating Expenses for such calendar year is less than the aggregate of the projected Operating Expenses installments actually collected by Landlord from Tenant, throughout Landlord shall pay or credit to Tenant within thirty (30) days after Tenant’s receipt of the term statement, the amount of the overpayment of the projected Operating Expenses installments. If the expiration or termination of this LeaseLease occurs other than on the last day of a calendar year, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required amount to be paid by Tenant hereunder; and (ii) deposit oneor reimbursed to Tenant hereunder shall be a pro-twelfth (1/12th) rata amount based on the ratio of the amount which would be sufficient at all times number of days of the term of this Lease in such last calendar year to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required 365 days. The obligation of Tenant for the payment of any Imposition Minimum Rent and Additional Rent (collectively, the “Rent”) shall also be deposited with Landlord on survive the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term termination of this Lease, Tenant has been delinquent . Failure or delay of Landlord in making payments connection with this paragraph shall not constitute a waiver or renunciation of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereofits rights therein. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It is the purpose and intent of Landlord If by applicable Law, any general or special assessment or like charge may be paid in installments without any penalty whatsoever, then such assessment may be paid in such installments, and Tenant shall only be liable for the portion thereof that is allocable or attributable to the rent Lease Term or any portion thereof. If such assessment or charge may be payable hereunder shall be absolutely net to Landlord so that this Lease shall yieldin installments with interest, net to LandlordTenant may pay such assessment or charge in installments, the Minimum Rental due during the term of this Leasetogether with all interest thereon. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto shall pay all Real Estate Taxes for the non-payment Demised Properties directly to the collecting authority prior to the delinquency date thereof. Within thirty (30) days after Tenant has received evidence from any collecting authority that such Real Estate Taxes have been paid, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term Tenant shall also provide Landlord with a copy of such evidence that such Real Estate Taxes were paid. Nothing in this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require obligate Tenant to pay income taxes assessed against Landlordany estate, or any capital levyinheritance, corporate franchise, excess profits, estate, succession, inheritance income or transfer similar taxes of LandlordLandlord nor shall any of same be deemed Real Estate Taxes, unless such taxes are the same shall be specifically imposed or levied upon or assessed as a total or partial substitute in substitution for, or in lieu of, Real Estate Taxes. If Tenant fails to pay to the collecting authority any Real Estate Taxes when due hereunder, then Tenant shall, without limiting any other Imposition required remedies available to be Landlord, reimburse Landlord for any and all penalties or interest, or portion thereof, paid or incurred by Landlord as a result of such nonpayment or late payment by Tenant. Without limitation of the foregoing, Tenant pursuant shall deposit with Landlord, no later than thirty (30) days prior to this Section 5(b)the end of the Lease Term, in which event same an amount sufficient to pay unpaid Real Estate Taxes and other accrued liabilities that will encumber the Demised Properties after the end of the Lease Term, to the extent that Real Estate Taxes and such other liabilities have accrued and will accrue through the end of the Lease Term. Landlord shall segregate all such deposits from its other funds and use such deposits solely to pay such accrued liabilities as they come due. All collecting authorities shall be deemed Impositions and instructed to send all invoices for Real Estate Taxes to Tenant. In the event any collecting authority sends the invoices to Landlord instead of Tenant, Landlord shall promptly forward such invoices to Tenant. If Landlord receives any notices of assessment from any Governmental Authority for any of the Demised Properties, Landlord shall promptly forward a copy of such notices of assessment to Tenant. (c) Provided that there shall be paid no Event of Default occurring at the time in question, Tenant shall have the right to undertake an action or proceeding against the applicable collecting authority seeking an abatement of Real Estate Taxes or a reduction in the valuation of the Demised Properties and/or contest the applicability of any Real Estate Taxes (including, without limitation, a reduction in the value of any Demised Properties under the terms of Proposition 8 (as adopted by Tenantthe voters of the State of California in the November 1978 election) and any similar law, rule or regulation, now or hereafter applicable to the Demised Properties); provided, however, that if Tenant delivers to Landlord prior written notice of any such action or proceeding by Tenant, and that Tenant has paid timely (and continues to pay timely) all Real Estate Taxes as provided in this Lease to the extent required by applicable Law. In any instance where any such permitted action or proceeding is being undertaken by Tenant, (i) Landlord shall cooperate reasonably with Tenant, at no cost or expense to Landlord, execute any time during and all documents approved by Landlord and reasonably required in connection therewith, and, to the term extent required by the collecting authority, agrees to file at Tenant’s request any action or proceeding against the collecting authority in its own name, and (ii) Tenant shall provide Landlord with all information reasonably requested by Landlord with respect to such action or proceeding within ten (10) days after receipt of Landlord’s written request. Tenant shall be entitled to any refund (after the deduction therefrom of all expenses incurred by Landlord in connection therewith) of any Real Estate Taxes (including penalties or interest thereon) received by Tenant or Landlord, whether or not such refund was a result of actions or proceedings instituted by Tenant, to the extent such refund relates to Real Estate Taxes that are the responsibility of Tenant pursuant to this Section 3.03. (d) Tenant shall be solely responsible for, and shall pay directly to the applicable service providers, the cost of all utility services provided to the Demised Properties throughout the Lease Term. Notwithstanding the foregoing, upon the occurrence of both of the following events, Tenant shall pay to Landlord the cost of any and all utility services provided to the Demised Properties in lieu of payment directly to the applicable service providers: (i) delivery to Tenant of a written request therefor from Landlord, and (ii) the existence of any Default under this Section 3.03(d) by Tenant, or any Event of Default. Funds paid by Tenant to Landlord pursuant to the immediately preceding sentence shall be used only for the payment of the cost of utility services to the Demised Properties. If Tenant fails to pay the appropriate party (Landlord or the service providers, as provided herein) all such costs when due hereunder, then Tenant shall, without limiting any other remedies available to Landlord, reimburse Landlord for any and all penalties or interest, or portion thereof, paid or incurred by Landlord as a result of such nonpayment or late payment by Tenant. (e) Without limiting any of Tenant’s other obligations set forth in this Article, Tenant shall pay to Landlord, with each payment due to Landlord hereunder (and as a part of Rent due hereunder), all sales and excise tax on rental income and all other similar taxes imposed with respect to rental or other payments under this Lease relating to the Demised Properties in the nature of a sales tax, franchise taxes (subject to Section 3.03(e)(ii)), gross receipts tax imposed in lieu of sales tax, occupancy tax, commercial rents tax or the like, whether imposed by a federal, state or local taxing authority. To the extent permitted by applicable Law, Tenant may pay any such tax directly to the taxing authority, provided Tenant, within ten (10) days after any such payment, delivers to Landlord written evidence reasonably satisfactory to Landlord that such payment has been made. For the avoidance of doubt, Tenant shall not be responsible for (i) any income taxes imposed on Landlord, (ii) any franchise taxes of Landlord measured by net income or net worth or relating to properties owned by Landlord and not applicable to this Lease, or (iii) any transfer taxes imposed with respect to the method of taxation shall be such that there shall be leviedsale, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts exchange or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured disposition by or basedLandlord, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation Demised Properties or Landlord’s interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. Lessor agrees to pay all operating Expenses (aas defined in section 9 below) It is up to a maximum amount of $3.10 per year for each square foot of rentable floor area in the purpose and intent Building (the "Operating Cost Allowance") .In the event the Operating Expenses shall, in any fiscal year (ending January 31) exceed the Operating Cost Allowance (pro-rated for any partial fiscal year at the beginning or end of Landlord and Tenant that the rent payable hereunder Term), Lessee agrees to pay to Lessor, as Additional Rent, Lessee's pro-rata share of any such excess (the "Excess operating Expenses") .Lessee's pro-rata share shall be absolutely net to Landlord so that this Lease shall yield, net to Landlorddetermined by multiplying the Excess Operating Expenses by a fraction, the Minimum Rental numerator of which shall be the number of rentable square feet in the Premises, and the denominator of which shall be the rentable square footage in the Building (as set out in section 1 above) .Within ninety (90) days following the completion of each fiscal year, Lessor will provide to Lessee a statement showing in reasonable detail the operating Expenses for the preceding fiscal year, the Additional Rent due with regard to Lessee's portion of the Excess Operating Expenses, and Lessor's reasonable estimate of Excess Operating Expenses for the then current fiscal year. Lessee shall, on or before forty-five (45) days following receipt of said statement, pay to Lessor the amount of Additional Rent due as provided herein, less the amount of Additional Rent paid in advance (if any) during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may preceding fiscal year. Any overpayment will be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received credited by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant Lessor to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition")next rental payment(s) due. Nothing herein contained shall require Tenant Lessee agrees to pay income taxes assessed against LandlordAdditional Rent each month thereafter, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or basedBase Rent, in whole or in part, upon such rents, an amount reasonably necessary to amortize the Leased Premises (including, but not limited estimated Excess Operating Expenses for the then current fiscal year over a period equal to the acquisitionlesser of (i) the number of months remaining in the lease Term or (ii) the number of months remaining in the current fiscal year. Notwithstanding that the lease Term has expired or been terminated, leasingLessee shall remain liable for and agrees to pay to Lessor within thirty (30) days following receipt of an invoice therefor, use, its pro-rata portion of Excess Operating Expenses for the fiscal year (or value portion thereof) or during which the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term Term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to datelease expired or was terminated. Landlord Lessee shall have the right, at Landlord's optionits expense and at a reasonable time, to require Tenant to: (i) promptly deposit with Landlord funds audit Lessor's books relevant to the Additional Rent due under this section. Lessor shall reimburse Lessee for the payment cost of current Impositions required to be paid by Tenant hereunder; and such audit if the audit reveals an overstatement of operating expense for more than five percent (ii5%) deposit one-twelfth (1/12th) during the period of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlordreview. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a1) It is Commencing on the purpose Commencement Date and intent of Landlord and Tenant that continuing throughout the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation Term of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums "Additional Rent", Tenant's Share of the sum of Operating Costs and the Taxes for each calendar year, or portion thereof, occurring during the Term (subject to proration as specifically provided in except that Tenant's Share of estimated Operating Costs and the Taxes for the first full calendar month of the Term shall be paid upon Tenant's execution of this Lease). (2) Prior to the Commencement Date and thereafter prior to the end of each calendar year. Landlord shall notify Tenant of Landlord's estimate of Operating Costs and the Taxes to be paid as a component of Additional Rent for 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 respect to such year, showing Operating Costs, and any other Additional Rent for the year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord's Statement within ninety (90) days after receipt of the same. 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 later 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 cannot agree upon the amount of Operating Costs, then Tenant shall have the right to have a certified public accountant (xat Tenant's sole cost and expense) and approved by Landlord (which approval shall not be unreasonably withheld or 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 results of the Independent Review, to initiate legal proceedings to resolve any disputes regarding conclusions in the Independent Review that Landlord does not accept. If the Independent review and/or any legal proceedings with respect thereto show that the Operating Costs actually paid by Tenant for the calendar year in question exceeded Tenant's obligations for such calendar yeai. Tenant may offset such excess against Rent due under the Lease or, if no rent remains due. Landlord shall pay the excess to Tenant within fifteen (15) days after billing final determination of the 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 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. Any failure of Landlord to deliver Landlord's Statement as provided herein shall not reUeve Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereofobligation to pay any amounts due Landlord based on Landlord's Statement, so long as the Statement for any calendar year is delivered not later than nine (9) months after the end of the calendar year. (d4) Notwithstanding anything else herein to If Tenant's Additional Rent as finally determined for any calendar year exceeds the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved total payments made by Landlord or by any tenant or other occupant of such portion of the Entire ParcelTenant on account thereof, and such improvement increases Tenant does not timely object thereto as permitted under subparagraph (3) above. Tenant shall pay Landlord the real property taxes and other charges assessed deficiency within five (as described in subparagraph 5(b)5) against the Entire Parceldays of Tenant's receipt of Landlord's Statement. If, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcelhowever, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.7 WEST\225501828.8

Additional Rent. (a) It is the purpose and intent of the Landlord and Tenant that the rent payable hereunder shall be absolutely net to the Landlord so that this Lease shall yield, net to the Landlord, the Minimum Rental due rents specified herein in each year during the term of this Lease. Tenant shall pay promptly when due or make reimbursement to Landlord, as additional rent, for all taxes imposed upon Tenant’s rent, lease and business operation, including, without limitation, all sales taxes, value added taxes, documentary taxes, stamp taxes and other taxes assessed upon the consideration to be received by Landlord for this Lease. (b) Tenant also covenants to pay, before any fine, penalty, interest interest, or cost may be added thereto for the non-payment thereof, as additional rent, all taxes imposed upon the Leased Premises whether or not a result of Tenant’s rent, lease and business operation, including, without limitation, all sales taxes, value added taxes, documentary taxes, stamp taxes, real estate taxes, all other taxes and assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) Lease), water, sewer sewer, and other rents, rates rates, and charges, charges for public utilities, excises, levies, license and permit license, permit, and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time prior to or during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to or become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession possession, or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises, this transaction or any document to which Tenant is a party creating or transferring any right, title, or interest or estate in the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined)penalties and/or interest thereon, and together with any and all penalties, fines and/or interest thereonpremiums, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate corporation franchise, excess profits, estate, succession, inheritance inheritance, or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed assessed, or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts receipts, or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy levy, or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to to, the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's ’s income from the Leased Premises Premises, if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies levies, and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" Imposition for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiumspremiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In additionUpon Tenant’s failure to pay such Impositions, Tenant shall furnish or failure to Landlord semi-annuallyprovide proof of such payment, throughout the term of this Leaseas above provided, or otherwise if, as, and when required by a certificate executed by an executive officer of TenantMortgagee, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's ’s option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) also deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay current annual or annualized Impositions as the Impositions payablecase may be, or estimated by Landlord or any Mortgagee to be payablethose of the preceding years if the current amounts thereof have not been fixed, during on the ensuing twelve (12) months and first day of each month in advance, except that all additional funds required for the payment of any Imposition payments thereof shall also be deposited with Landlord as aforesaid on the first day of the month during which which, or at the end of which which, an Imposition is due and payable without interest, penalty penalty, or liability liability, and any interest made available to Landlord earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of LandlordTenant. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, additional rent shall not include the following: (i) Principal or interest payments on late fees, points, closing cost, and any other charges paid by Landlord for any mortgages, deeds of trust, or other financing encumbrances; (ii) Leasing commissions payable by Landlord and advertising and promotional expenditures associated with marketing space in the event project; (iii) Deductions for depreciation for the project; (iv) Any attorneys’ fees and disbursements, recording costs, mortgage recording taxes, title insurance premiums, title closurer’s gratuity and other similar cost, incurred in connection with any mortgage financing or refinancing or execution, modification or extension of any ground lease; loan repayment penalty, premiums, fees or charges; (v) Salaries and all other compensation (including fringe benefits and other direct and indirect personnel costs) of partners, officers and executives above the grade of superintendent or building manager of Landlord or the managing agent; (vi) Costs of repairs, replacements and alterations for which and to the extent that Landlord is actually reimbursed therefor from any source; (vii) Costs and expenses directly resulting from the gross negligence or willful misconduct of Landlord, its managing agent or its direct employees; (viii) Sums paid by Landlord for any indemnity, damages, fines, late charges, penalties or interest for any late payment or to correct violations of building codes or other laws, regulations or ordinances applicable to the project, except for expenditures for repairs, maintenance and replacement or other items that would otherwise reasonably constitute a part of additional rent or which are caused by or incurred as a result of Tenant’s use of the Premises hereunder; (ix) Costs and expenses incurred by Landlord in connection with damage, casualty or condemnation of all or a portion of the Entire Parcel project.; provided, however, that Landlord may include such cost and expenses as additional rent if Landlord actually makes such repair and an insurance claim in connection therewith is not forming part made or insurance does not pay such claim as a result of Tenant’s actions or omissions; (x) Costs actually reimbursed under the Leased Premises shall be improved warranty of any general contractor, subcontractor or supplies and realized by Landlord; (xi) Attorneys’ fees and disbursements, brokerage commissions, transfer taxes, recording costs and taxes, title insurance and other similar charges incurred in connection with the sale or transfer of an interest in Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premisesproject.

Additional Rent. (a) It is the purpose Tenant shall pay and intent discharge, as additional rent (collectively, "Additional Rent"): (i) all costs and expenses of Landlord and any other Persons specifically referenced herein which are incurred in connection or associated with (A) the use, non-use, occupancy, possession, operation, condition, design, construction, maintenance, alteration, repair or restoration of any of the Leased Premises, (B) the prosecution, defense or settlement of any litigation involving or arising from any of the Leased Premises or this Lease, (C) Costs of Landlord's counsel and reasonable internal Costs of Landlord incurred in connection with any act undertaken by Landlord (or its counsel if counsel is customarily required in Germany for such matter) at the written request of Tenant, or any act of Landlord performed on behalf of Tenant following an Event of Default, including compliance with applicable Law, (D) all costs and fees associated with the wire transfers of Rent payments, (E) Costs of Landlord incurred in connection with the collection, payment and refunds of VAT, if any, (F) all Ground Lease Basic Rent, additional rent and other charges payable by or on behalf of the lessee under the terms of the Ground Lease, and (G) any other items specifically required to be paid by Tenant under this Lease; (ii) after the date all or any portion of any installment of Basic Rent is due and not paid by the applicable Basic Rent Payment Date and after the date all or any portion of any installment of Ground Lease Basic Rent is due and not paid, an amount (the "Late Charge") equal to three percent ( 3%) of the amount of such unpaid installment or portion thereof to reimburse Landlord for its cost and inconvenience incurred as a result of Tenant's delinquency provided, however, that with respect to the rent first late payment of all or any portion of any installment of Basic Rent in any Lease Year, the Late Charge shall not be due and payable hereunder unless the Basic Rent has not been paid within five (5) business days' following the due date thereof; (iii) interest at the rate (the "Default Rate") of five percent (5%) over the Prime Rate per annum on the following sums until paid in full: (A) all overdue installments of Basic Rent or Ground Lease Basic Rent from the respective due dates thereof, (B) all overdue amounts of Additional Rent relating to obligations which Landlord shall be absolutely net to Landlord so that this Lease shall yieldhave paid on behalf of Tenant, net to from the date of payment thereof by Landlord, and (C) all other overdue amounts of Additional Rent, from the Minimum Rental due during the term of this Leasedate when any such amount becomes overdue. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with any Additional Rent referred to in Paragraph 7(a)(i) when the same shall become due, provided that amounts which are billed to Landlord funds for the payment of current Impositions required or any third party, but not to Tenant, shall be paid by Tenant hereunder; within ten (10) Business Days after Landlord's demand for payment thereof, and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Additional Rent, within ten (10) Business Days after Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord's demand for payment thereof. (c) At Landlord's option, if at To the extent that any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice Additional Rent is subject to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and VAT under any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such billsapplicable VAT provision, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within VAT imposed on the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to Additional Rent amount at the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereofrate. (d) Notwithstanding anything else herein to In no event shall amounts payable under Paragraph 7(a)(ii) and (iii) or elsewhere in this Lease exceed the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved maximum amount permitted by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premisesapplicable Law.

Additional Rent. (a) It As additional rent for the Premises, Tenant shall pay its share of increases in real estate taxes assessed against or paid in connection with the building during each calendar year falling entirely or partly within the Lease Term (with proration for any partial calendar year) over $1,169,483.10. Tenant’s initial percentage of occupancy of the building for real estate taxes is the purpose and intent of Landlord and Tenant that the rent payable hereunder shall agreed to be absolutely net to Landlord so that this Lease shall yield$88.75%. Accordingly, net to Landlord, the Minimum Rental due during the term of this Leasebase year real estate $1,037,916.30 ($3.98 per usable square foot). (b) Payment on account of real estate taxes shall be made by Tenant covenants in lump sum payments following each semi-annual tax remittance by Landlord, each of which shall be compared to payone-half of the base year real estate taxes to determine the increase allocable to such six-month period. Subject to Section 28.16 hereof, before payments by Tenant shall be due on the first workday of the month following the month in which paid tax receipts are presented by Landlord to Tenant. Real estate taxes shall include reasonable attorneys’ fees incurred by Landlord in challenging real estate taxes. In the event of any finedecreases in real estate taxes occurring with respect to the Lease Term, penaltythe additional rent will be reduced accordingly, interest but in no event will base rent be reduced below $38.00 per usable square foot. The amount of any such reductions will be determined in the same manner as increases in additional rent provided under this Section 4.1. (c) Landlord shall use all reasonable efforts to deliver to Tenant copies of any notices of proposed or cost may actual assessments and copies of any real estate tax bills within ten (10) business days after they are received by Landlord; however, Landlord’s failure to furnish any such notice or xxxx to Tenant shall not constitute a default under this Lease and shall not excuse Tenant from paying any additional rent due hereunder. In the event Tenant desires to cause the real estate tax assessment upon the building to be added thereto for the non-payment thereofchallenged, as additional rent, all taxes, assessments Tenant shall so notify Landlord in writing. Landlord shall have a period of fifteen (including but not limited to, all assessments for public improvements or benefits, 15) business days following its receipt of Tenant’s notice to notify Tenant whether or not commenced or completed within Landlord, in its discretion, has elected to contest the term real estate tax assessment. In the event Landlord notifies Tenant that Landlord will not contest the real estate tax assessments, then Tenant shall have the right, at its sole cost and expense, to contest any real estate tax assessment upon the building by initiating legal proceedings on behalf of this Lease itself and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levyon its own behalf alone. If Tenant is precluded from taking legal action its own name, corporate franchisethen Landlord shall contest the assessment upon reasonable notice from Tenant; however, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition Landlord shall be required to execute documents in connection with such contest only if Landlord agrees with the accuracy of such documents. Tenant shall reimburse Landlord for all costs incurred by Landlord in such proceedings, and shall pay any interest, penalties or late charges assessed in connection therewith. In the event Tenant contests the assessments and obtains a reduction, then the reduction shall first be paid applied to reimburse Tenant for all costs incurred by Tenant pursuant in such proceedings, with the balance (if any) of such reduction to be allocated over the rentable area of the building pro rata. The undertaking of a contest shall not affect Tenant’s obligation to pay additional rent on account of real estate taxes at the time and in the manner set forth in this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant4.1; provided, however, that if at Tenant shall not be obligated to pay any time during the term contested portion of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on taxes so long as Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon has not paid such rents, the Leased Premises (including, but not limited portion to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositionstaxing authority. Tenant shall furnish to Landlord, promptly after payment receive its share of any real estate taxes or Premiumstax refund. (a) Commencing upon the first day of the second Lease Year, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In additionas additional rent for the Premises, Tenant shall furnish make certain payments on account of changes in costs for cleaning services, supplies, materials, maintenance, trash removal, landscaping, water, sewer charges, heating, ventilating and air conditioning, electricity, and certain administrative expenses attributable to Landlord semi-annually, throughout Tenant’s occupancy. The amount of additional rent for each Lease Year shall be determined by multiplying the term base rate (as defined in the last sentence of this LeaseSection 4.2(a)) by the percentage of change in the cost of living index (as defined in this Section 42(a)). The percent change shall be computed by comparing the index figure published for the month prior to the Lease Commencement Date with the index figure published for the month preceding the month which begins the applicable Lease Year (“Percentage of Change”). For example, a certificate executed by an executive officer lease which commences in June of Tenant1988 would use the index published for May of 1988 and that figure would be compared with the index published for May of 1989, stating that all Impositions have been paid to date. Landlord shall have the rightMay of 1990, at Landlord's optionand so on, to require Tenant to: determine the Percentage of Change. The cost of living index shall be measured by the Consumer Price Index (i) promptly deposit with Landlord funds the Revised Consumer Price Index for urban wage earners and clerical workers, 1982-84 Base Year, All Items, Washington, DC-MD-VA Metropolitan Area wage earners and clerical). The base rate for operating costs allocable to the payment of current Impositions required Premises is hereby agreed to be paid by Tenant hereunder; and $1,835,912.30 (ii$7.04 per usable square foot). (b) deposit one-twelfth (1/12th) Payments of additional rent for operating costs shall be made with the amount which would monthly installments of base rent. Adjustments to additional rent shall be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord effective on the first day of each Lease Year commencing with the second Lease Year. Subject to Section 28.16 hereof, payment of the adjusted rental rate shall become due on the first workday of the month during which or at following the end publication of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue the cost of living index for the benefit month prior to the commencement of Tenant and may each such Lease Year. In the event of any decreases in the cost of living index occurring during the Lease Term, the additional rent will be applied by Landlord against reduced accordingly, but in no event will base rent be reduced below $38.00 per usable square feet. The amount of any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 such reductions shall constitute a trust fund and all of such sums may be commingled with other assets of Landlorddetermined in the same manner as increases in additional rent provided in Section 4.2(a). (c) At Landlord's option, if at any time during Promptly after the term of adjustment in the additional rent pursuant to this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the TenantSection 4.2 is determined for each Lease Year, Landlord shall submit to Tenant a statement setting forth the amount of such adjustment and the computations by which it was determined. Since the actual increase in the additional rent may not be determined until after the receiver start of all bills for Impositionsa new Lease Year, utilities and any other operating expenses appurtenant to until the Leased Premises, actual increase in the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such billsadditional rent is determined, Tenant shall pay make monthly payments of additional rent on the basis of the adjusted additional rent payable during the immediately preceding Lease Year. After receipt of a statement from Landlord setting forth the deficiency (or overpayment) between the monthly installments of adjusted additional rent paid by Tenant and the actual amount determined to Landlord, be owing for the months prior to such statement shall be paid as additional rent hereunder all such sums pursuant to Section 28.16, or if Tenant shall be due a refund then refunded to Tenant within thirty (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (1530) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereoffollowing determination. (d) Notwithstanding anything else herein to It is acknowledged and agreed by Tenant that the contrary, additional rent described in the event that any portion foregoing provisions of this Section 4.2 is intended only to compensate Landlord for increases in the cost of providing services of the Entire Parcel not forming part of type and quantity described herein or in Exhibit F. If, at any time or from time to time during the Leased Premises Lease Term, Tenant requests that Landlord furnish services in addition to those described in the preceding sentence, Landlord’s obligation to furnish such new or increased services shall be improved by conditioned upon Tenant’s agreement to reimburse Landlord upon demand, as additional rent, for the actual cost of furnishing such additional or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premisesincreased services.

Additional Rent. (a) It is the purpose and intent of the Landlord and Tenant that the rent payable hereunder shall be absolutely net to the Landlord so that this Lease shall yield, net to the Landlord, the Minimum Rental due rents specified herein in each year during the term of this Lease. Tenant shall pay promptly when due or make reimbursement to Landlord, as additional rent, for all taxes imposed upon Tenant's rent, lease and business operation, including, without limitation, all sales taxes, value added taxes, documentary taxes, stamp taxes and other taxes assessed upon the consideration to be received by Landlord for this Lease. (b) Tenant also covenants to pay, before any fine, penalty, interest interest, or cost may be added thereto for the non-payment thereof, as additional rent, all taxes imposed upon the Leased Premises whether or not a result of Tenant's rent, lease and business operation, including, without limitation, all sales taxes, value added taxes, documentary taxes, stamp taxes, real estate taxes, all other taxes and assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) Lease), water, sewer sewer, and other rents, rates rates, and charges, charges for public utilities, excises, levies, license and permit license, permit, and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time prior to or during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to or become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession possession, or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises, this transaction or any document to which Tenant is a party creating or transferring any right, title, or interest or estate in the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined)penalties and/or interest thereon, and together with any and all penalties, fines and/or interest thereonpremiums, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate corporation franchise, excess profits, estate, succession, inheritance inheritance, or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed assessed, or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts receipts, or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy levy, or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to to, the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises Premises, if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies levies, and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" Imposition for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiumspremiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In additionUpon Tenant's failure to pay such Impositions, Tenant shall furnish or failure to Landlord semi-annuallyprovide proof of such payment, throughout the term of this Leaseas above provided, or otherwise if, as, and when required by a certificate executed by an executive officer of TenantMortgagee, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) also deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay current annual or annualized Impositions as the Impositions payablecase may be, or estimated by Landlord or any Mortgagee to be payablethose of the preceding years if the current amounts thereof have not been fixed, during on the ensuing twelve (12) months and first day of each month in advance, except that all additional funds required for the payment of any Imposition payments thereof shall also be deposited with Landlord as aforesaid on the first day of the month during which which, or at the end of which which, an Imposition is due and payable without interest, penalty penalty, or liability liability, and any interest made available to Landlord earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of LandlordTenant. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, additional rent shall not include the following: (i) Principal or interest payments on late fees, points, closing cost, and any other charges paid by Landlord for any mortgages, deeds of trust, or other financing encumbrances; (ii) Leasing commissions payable by Landlord and advertising and promotional expenditures associated with marketing space in the event project; (iii) Deductions for depreciation for the project; (iv) Any attorneys' fees and disbursements, recording costs, mortgage recording taxes, title insurance premiums, title closurer's gratuity and other similar cost, incurred in connection with any mortgage financing or refinancing or execution, modification or extension of any ground lease; loan repayment penalty, premiums, fees or charges; (v) Salaries and all other compensation (including fringe benefits and other direct and indirect personnel costs) of partners, officers and executives above the grade of superintendent or building manager of Landlord or the managing agent; (vi) Costs of repairs, replacements and alterations for which and to the extent that Landlord is actually reimbursed therefor from any source; (vii) Costs and expenses directly resulting from the gross negligence or willful misconduct of Landlord, its managing agent or its direct employees; (viii) Sums paid by Landlord for any indemnity, damages, fines, late charges, penalties or interest for any late payment or to correct violations of building codes or other laws, regulations or ordinances applicable to the project, except for expenditures for repairs, maintenance and replacement or other items that would otherwise reasonably constitute a part of additional rent or which are caused by or incurred as a result of Tenant's use of the Premises hereunder; (ix) Costs and expenses incurred by Landlord in connection with damage, casualty or condemnation of all or a portion of the Entire Parcel project.; provided, however, that Landlord may include such cost and expenses as additional rent if Landlord actually makes such repair and an insurance claim in connection therewith is not forming part made or insurance does not pay such claim as a result of Tenant's actions or omissions; (x) Costs actually reimbursed under the Leased Premises shall be improved warranty of any general contractor, subcontractor or supplies and realized by Landlord; (xi) Attorneys' fees and disbursements, brokerage commissions, transfer taxes, recording costs and taxes, title insurance and other similar charges incurred in connection with the sale or transfer of an interest in Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premisesproject.

Additional Rent. (a) It is the purpose and intent of Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rentrent ("Additional Rent"), all taxes, assessments (including but not limited to, all assessments prorated for public improvements or benefits, whether or not commenced or completed that part of the Lease Term within the term of this Lease and so-called business improvement district taxes or assessments) waterapplicable calendar year, sewer and other rentsTenant's Percentage Share ("Tenant's Percentage Share"), rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseenas hereafter defined, of any kind the total amount of (i) the annual operating expenses ("Operating Expenses"), as hereafter defined, and nature whatsoever(ii) the annual taxes ("Taxes"), which at any time for the Building. For all years during the term of this Lease may have been or may be assessedTerm, leviedLandlord shall, confirmedin advance, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, reasonably estimate for each such calendar year the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation total amount of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation Additional Rent. One-twelfth (1/12) of the Leased Premises estimated Additional Rent (plus all applicable taxes due and payable on Rent, now existing or hereafter enacted) shall be payable monthly, along with the monthly payment of the foregoingBase Rent. Landlord shall use its best efforts to make such estimate on or before January 1 of each calendar year. On or before March 31 following a year for which Additional Rent is payable hereunder, Landlord shall use its best efforts to provide Tenant with the amount of the actual Additional Rent for the previous year, and a reasonable breakdown of the items included therein, together with an invoice for any and all Premiums underpayments of Additional Rent (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term within thirty (30) days following receipt of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu ofinvoice, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within with the term "Imposition" next monthly payment of Rent, whichever shall first occur) or a check to Tenant to reimburse Tenant for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property any overpayment of Landlord, and Tenant shall pay and discharge the same as herein provided in respect Additional Rent. For a period of thirty (30) days after receipt of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In additionaforedescribed reconciliation statements, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at upon advance notice, to visit Landlord's optionoffice in the Building, to require Tenant to: (i) promptly deposit with or such other location within Broward County or Palm Beach County, Florida where Landlord funds maintains the books and records for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, Building in the event that any portion Landlord does not maintain an office at the Building, during Business Hours, as hereafter defined, to inspect its books and records concerning the Additional Rent. The delivery of the Entire Parcel aforedescribed projection statement after January 1 and/or the reconciliation after March 31 shall not forming part be deemed a waiver of any of Landlord's rights to collect monies and/or a waiver of any of the Leased Premises shall be improved by Landlord or by any tenant or other occupant duties and obligations of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (Tenant as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premisesthis section or as provided elsewhere in this Lease.

Additional Rent. (a) It is Subtenant shall not be required to pay (nor have any obligation for) any payments related to any Real Estate Taxes and Annual Operating Costs (as defined in the purpose and intent of Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Prime Lease). (b) Tenant covenants to payWithin thirty (30) days of receipt of an invoice from Sublandlord, before Subtenant shall reimburse Sublandlord for any fineother additional rent or charges incurred by Sublandlord in accordance with the terms of the Prime Lease or Original Sublease, penaltywhich rent or charges were incurred at the request or direction of Subtenant or caused by Subtenant operating in the Premises after the Building’s normal business hours, interest or cost may be added thereto for the non-payment thereof, such as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during after-hours HVAC services (the term of amounts due under this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, subparagraph b. hereof being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"“Additional Sublease Rent”). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's optionIf Subtenant fails to pay any regular installment of Base Rent within five (5) days following the date when such installment becomes due and payable, or if Subtenant fails to pay any other sum due under this Sublease within five (5) days following the date due, then Subtenant shall pay a late charge of five percent (5%) of the amount of such installment or other sum and, in addition, such unpaid installment or other sum shall bear interest at any time during the term rate per annum which is two percent (2%) in excess of this Lease, Tenant has been delinquent in making payments the publicly announced “prime rate” then being charged by the Bank of Impositions America from the date such installment or utility charges, other sum first became due and payable to the failure date of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities thereof by Subtenant. Such late charge and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may interest shall constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all due and payable with the next regular monthly installment of Base Rent or, if no such sums regular monthly installment remains to be paid (subject to proration as specifically provided in this Leasewhether by reason of acceleration, expiration of the Term or otherwise) then due and payable immediately. Notwithstanding the foregoing, Sublandlord shall waive such late charge and default interest one time during any consecutive twelve (12) month period if Subtenant makes such payment within the later of five (x) fifteen (155) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver receipt of written notice of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of late payment of such bills simultaneously with Tenant's remittal thereoffrom Sublandlord. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It is the purpose and intent of the Landlord and Tenant that the rent payable hereunder shall be absolutely absolute net to the Landlord so that this Lease shall yield, net to the Landlord, the Minimum Rental due rents specified herein in each year during the term of this Lease, free of any charges, assessments, impositions or deductions of any kind and without abatement, deduction or set-off whatsoever and under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind whatsoever or be under any other obligation or liability hereunder, except as herein otherwise expressly set forth. Tenant shall pay all costs, expenses, and charges of every kind and nature relating to the Premises, except debt service on any indebtedness of Landlord, which may arise or become due or payable during or after (but attributable to a period falling within) the Term. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment nonpayment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) Lease), water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time prior to or during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to or become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises, this transaction or any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined)penalties and/or interest thereon, and together with any and all penalties, fines and/or interest thereonPremiums, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate corporation franchise, excess profits, estate, succession, business inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, including but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, Impositions official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, addition Tenant shall furnish to Landlord Landlord, semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord Landlord, or, if directed by Landlord, the Mortgagee, funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) also deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay current annual or annualized Impositions as the Impositions payablecase may be, or estimated by Landlord or any Mortgagee to be payablethose of the preceding years if the current amounts thereof have not been fixed, during on the ensuing twelve (12) months and first day of each month in advance, except that all additional funds required for the payment of any Imposition payments thereof shall also be deposited with Landlord as aforesaid on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord or Mortgagee earned on such funds, less an administrative fee of one (1%) percent per annum, shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of LandlordTenant. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (ai) It is In addition to the purpose base rent immediately above specified, Tenant agrees to pay to or for the benefit of Landlord, as directed herein, the building utilities, and intent general items of Landlord routine maintenance, such as cleaning services, maintenance and repair of heating, cooling, and electrical systems, snow removal, parking lot maintenance, and the like. (Such costs shall not include structural repairs or structural maintenance, such as roof repair and surfacing or resurfacing of a parking lot.) The Tenant that will also be responsible for a prorated share of property taxes and insurance for the building and property. Such additional rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yieldpayable periodically, net to upon request by Landlord, but such requests shall be made no more often than monthly. Landlord does reserve the Minimum Rental due right to formulate a reasonable estimate of the anticipated utilities and maintenance costs for the building for the coming year, and collect such maintenance charges monthly with the base rent. In any event, Landlord shall account to Tenant at no less than twelve (12) month intervals, and again at the end of the lease, for such charges, and appropriate adjustments will be made for each such accounting period, for any underpayment or overpayment. In the event the building is expanded during the term of this Leaselease, the percentages of Tenant's responsibility shall be adjusted accordingly. (bii) Tenant covenants to payAny rental payment which is not timely made shall accrue interest at the maximum legal rate then allowable, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to datedate due until paid. Landlord shall have the rightright to demand this amount as additional rent due immediately, and to deduct it first from any subsequent rentals becoming due. Landlord, at Landlord's its option, may also allow said interest (additional rent) to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at accrue until the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant term (and may be applied by deduct the amount accrued on any or all late payments, from any deposit provided for in this lease). However, the failure of Landlord to make demand for or collect such additional rent immediately, or to set it off against any other sum then rental payments subsequently made, in any one instance or which may become due hereunder several instances, shall not preclude Landlord from Tenant to Landlord. No sum collected by Landlord exercising its rights under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if paragraph at any time during or after the end of the lease term or any extension thereof. The provisions of this Leaseparagraph shall not be construed to limit or qualify the rights and remedies provided Landlord elsewhere in this lease. Tenant shall have no right of set off pending ultimate resolution of any dispute between Landlord and Tenant arising under this lease, except in the case where Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion dispossessed of the Entire Parcel not forming part property by virtue of the Leased Premises shall be improved by Landlord or by any tenant or other occupant a breach of such portion Landlord's covenant of the Entire Parcel, good title and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premisesquiet possession.

Additional Rent. (a) It is the purpose and intent of Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant continue to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed Additional Rent as a total or partial substitute for, or set forth in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenantthe Original Lease; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; effective from and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payableafter January 1, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills2013, Tenant shall pay Additional Rent to LandlordLandlord with respect to Expansion Premises A, as additional rent hereunder all such sums (subject ii) from and after the Expansion Premises B Commencement Date, Tenant shall pay Additional Rent to proration as specifically provided in this LeaseLandlord with respect to Expansion Premises B, and (iii) within from and after the later of (x) fifteen (15) days after billing by Expansion Premises C Commencement Date, Tenant shall pay Additional Rent to Landlord with respect to Tenant or (b) twenty (20) days prior Expansion Premises C. Notwithstanding anything to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, contrary set forth in the event that any portion Original Lease, (i) for purposes of calculating the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement cap on increases the real property taxes and other charges assessed in controllable Operating Expenses (as described in subparagraph 5(bSection 6.2 of the Original Lease), for the period of January 1, 2013 through December 31, 2013, Landlord shall include an estimate of the controllable Operating Expenses that would have been applicable to Expansion Premises A for the period of January 1, 2012 through December 31, 2012, (ii) against for purposes of calculating the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements cap on increases in controllable Operating Expenses for the period commencing on the Entire Parcel, Tenant shall be obligated to pay only Expansion Premises B Commencement Date and continuing through the date that portion is one (1) year after the occurrence of the real property taxes Expansion Premises B Commencement Date, Landlord shall include an estimate of the controllable Operating Expenses that would have been applicable to Expansion Premises B for the one-year period preceding the Expansion Premises B Commencement Date, and other charges assessed against improvements that are situated (iii) for purposes of calculating the cap on increases in controllable Operating Expenses for the period commencing on the Leased Premises.Expansion Premises C Commencement Date and continuing through the date that is one (1) year after the occurrence of the Expansion Premises C Commencement Date, Landlord shall include an estimate of the controllable Operating Expenses that would have been applicable to Expansion Premises C for the one-year period preceding the Expansion Premises C Commencement Date. ​ ​ ​

Additional Rent. (a) It is Lessee shall also pay and discharge, as additional rent, all other amounts, liabilities and obligations of whatsoever nature relating to the purpose Premises, including, without limitation, all amounts, liabilities and intent of Landlord and Tenant that obligations payable under the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to payPrime Leases, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, including all taxes, assessments (including but not limited toassessments, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease licenses and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and chargespermit fees, charges for public utilities, excises, levies, license and permit and inspection fees and other all governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, whatsoever which at any time during the term of this Lease Term may have been been, or may be assessed, levied, confirmed, imposed upon, upon or grow to become due or and payable out of or in respect of, or become a lien on, on the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of thereof. Notwithstanding the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any Lessee shall not be responsible for payment of the same being hereinafter sometimes referred following: fees, costs and expenses related to as an "Imposition")debt service on any indebtedness of Lessor, including, without limitation, [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. Nothing herein contained shall require Tenant to pay ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. principal and interest; income taxes assessed against LandlordLessor, or capital levy, franchise, business license, estate succession or inheritance taxes of Lessor; and obligations or liabilities created by Lessor subsequent to the Commencement Date without the prior written consent of Lessee or other than as set forth or contemplated by this Lease (it being expressly understood that this Lease requires that Lessee shall be responsible for, without limitation, all covenants and requirements set forth in any deed pertaining to the Premises which evidenced conveyance of the Premises to Lessee immediately prior to Lessee conveying the Premises to Lessor, as well as all easements recorded against the Premises from and after the date of this Lease with Lessee’s prior written consent, which consent shall not be unreasonably withheld or delayed). Additional rent shall include, without limitation, the costs of utilities, real property impositions, costs arising under any easements, restrictions, or other similar agreements affecting the Premises as of the Commencement Date, including all covenants and requirements set forth in the any deed pertaining to the Premises which evidenced conveyance of the Premises to Lessee immediately prior to Lessee conveying the Premises to Lessor, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute forsimilar agreement required by law, or in lieu of, any other Imposition required to be paid granted by Tenant pursuant a public utility providing municipal services to this Section 5(bthe Premises, or otherwise arising after the date hereof and consented to in writing by Lessee, which consent shall not be unreasonably withheld or delayed (each, an “Approved Easement”), and all interest and penalties that may accrue thereon (unless accrued due to Lessor’s act or omission) in the event of Lessee’s failure to pay such amounts when due, and all damages, costs and expenses which event same shall be deemed Impositions and shall be paid Lessor may incur by Tenant; provided, however, that if at reason of any time during default of Lessee or failure on Lessee’s part to comply with the term terms of this Lease, all of which Lessee hereby agrees to pay upon demand or as is otherwise provided herein. Upon any failure on the method part of taxation Lessee to pay any of the additional rent, which failure continues for ten (10) days after written notice from Lessor, Lessor shall be such that there shall be leviedhave all legal, assessed equitable and contractual rights, powers and remedies provided either in this Lease or imposed on Landlord by statute or otherwise in lieu ofthe case of non-payment of the Fixed Annual Rent. Fixed Annual Rent and additional rent sometimes are referred to in this Lease, or in addition tocollectively, as “Rent”. If Lessee cannot perform any of the foregoingobligations under any Prime Lease without the assistance of Lessor (e.g., a capital levynotice to be sent under a Prime Lease must be sent by Lessor, gross receipts or other tax directly on as the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited party to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposesPrime Lease), then all such taxesLessor, assessments, levies and charges, or the part thereof so measured or basedat no out of pocket expense to Lessor, shall be deemed reasonably cooperate with Lessee to be included within the term "Imposition" for the purposes hereof, but only to the extent that facilitate such taxes would be payable if the Leased Premises were the only property performance of Landlord, and Tenant such obligation by Lessee. (b) Lessee shall pay and discharge any additional rent referred to in Section 4(a) when the same as herein shall become due; provided in respect of the payment of Impositions. Tenant that amounts which are billed to Lessor or any third party, but not to Lessee, shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payeesLessor’s demand for payment thereof. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, Lessor agrees that in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect a xxxx is provided to any such assessment relating to improvements on the Entire Parcel, Tenant shall be Lessor for amounts Lessee is obligated to pay only hereunder, Lessor shall promptly remit such xxxx to Lessee and Lessee shall pay such amounts as and when due, provided that portion if Lessee fails to pay such amount within fifteen (15) days of the real property taxes date due, Lessor may, at its option, pay such amount and other charges assessed against improvements that are situated on the Leased PremisesLessee shall reimburse Lessor for such amount as additional rent hereunder within fifteen (15) days after demand.

Additional Rent. (a) It is the purpose and intent of Landlord and Tenant that the rent Amounts payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant according to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, SECTION 5.0 shall be deemed to be, and will be included within payable as, "Additional Rent", without deduction or offset (Base Rent, such Additional Rent and any other sums payable by Tenant to Landlord under this Lease are herein collectively called "RENT"). If Tenant fails to pay any amounts due according to this SECTION 5.0, Landlord will have all the term "Imposition" rights and remedies available to it on account of Tenant's failure to pay Base Rent. Except as otherwise provided herein, Additional Rent shall be paid monthly (according to Landlord's reasonable good faith estimate) with subsequent annual reconciliation, in accordance with the following procedures: (A) At the commencement of the Term and each subsequent anniversary date, Landlord shall give Tenant notice of its reasonable estimate of operating expenses and Taxes payable to Landlord by Tenant under SECTION 5.0 above for the purposes hereof, but only to calendar year in which the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, Term commences and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, each subsequent calendar year during the ensuing twelve (12) months and all additional funds required for Term, as the payment of any Imposition shall also be deposited with Landlord on case may be. On or before the first day of each month from and after the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such billsRent Commencement Date, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver 1/12th of such billsestimated Additional Rent, provided that if such notice is not given on the anniversary date, Tenant will deliver shall continue to pay on the basis of the prior year's estimate until the month after such notice is given. If at any time or times such Additional Rent for the current calendar year varies from such estimate by more than 5%, Landlord a copy of may, by notice to Tenant, reasonably revise its estimate for such bills with three days of receipt thereof year to account for such increase, and deliver to Landlord proof of payment of subsequent payments by Tenant for such bills simultaneously with Tenant's remittal thereofyear shall be based upon such revised estimate. (dB) Notwithstanding anything else herein Within 90 DAYS after the close of each calendar year or as soon after such 90-day period as practicable, Landlord shall deliver to the contrary, in the event that any portion Tenant a statement of the Entire Parcel not forming part actual operating expenses and Taxes for such calendar year. If on the basis of such statement Tenant owes an amount that is less than the estimated payments for such calendar year previously made by Tenant, Landlord shall refund such excess to Tenant within 30 DAYS after delivery of the Leased Premises shall be improved by Landlord or by any tenant or other occupant statement. If on the basis of such portion of statement Tenant owes an amount that is more than the Entire Parcel, and estimated payments for such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcelcalendar year previously made by Tenant, Tenant shall be obligated pay the deficiency to pay only that portion Landlord within 30 DAYS after delivery of the real property taxes and other charges assessed against improvements that are situated on the Leased Premisesstatement.

Additional Rent. (a) It is the purpose and intent of Landlord and Tenant that the rent payable hereunder shall be absolutely net agrees to pay to Landlord so that this Lease shall yieldas additional rent an amount, net to Landlordon an annual basis, determined by multiplying Tenant's Proportionate Share (as defined in Paragraph 33(f)) times the Minimum Rental due sum of Operating Costs and Impositions for the Tract for each calendar year during the term of this the Lease. (b) Tenant covenants to pay. Except as hereinafter provided, before any fine, penalty, interest or cost may such amount shall be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed payable annually within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received 30 days after receipt by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition")a statement therefor. Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time For each calendar year during the term of this Lease, the method Landlord may provide to Tenant a projection of taxation shall be Tenant's Proportionate Share for such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion year of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies Operating Costs and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of LandlordImpositions, and thereafter Tenant shall pay and discharge as additional rent with each installment of minimum rent, 1/12th of such projected Tenant's Proportionate Share. In the same as herein provided in respect event that such statement is given after January 1 of the payment of Impositions. any calendar year, Tenant shall furnish (a) continue to Landlordmake payments based on any prior projection until the new projection is received, (b) when such new projection is received, promptly after make a retroactive payment of any real estate taxes or Premiums, and, with respect to any other Impositionsprior months during such year, promptly upon request and (c) thereafter make future payments on the basis of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to datenew projection. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if right at any time during the term a calendar year to adjust its projection of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Operating Costs and Impositions, utilities and upon Tenant being notified of any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such billsnew projection, Tenant shall pay to Landlordsimilar make a retroactive payment, as and all subsequent payments of additional rent hereunder all such sums shall be based on the new projection. Landlord shall, within 150 days (subject to proration or as specifically provided in this Leasesoon thereafter as possible) within after the later close of (x) fifteen (15) days after billing by Landlord each calendar year, provide to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver a statement of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.actual Proportionate

Additional Rent. (aParagraph 3(c) It is of the purpose and intent of Landlord and Tenant that the rent payable hereunder Lease shall be absolutely net to Landlord so that this deleted from the Lease as of the Renewal Date and replaced as follows: ​ Tenant shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rentrent (“Additional Rent”), all taxes, assessments (including but not limited to, all assessments prorated for public improvements or benefits, whether or not commenced or completed that part of the Lease Term within the applicable calendar year, Tenant’s Percentage Share, as such term of this Lease and so-called business improvement district taxes or assessmentsis defined in Section 3(d)(iv) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseenbelow, of any kind and nature whatsoeverthe total amount of (i) the annual Operating Expenses, which at any time during the as such term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or is defined in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter definedSection 3(d)(i), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion except for each full calendar year of the depreciation or interest deductions allowed for federal income tax purposesLease Term, then all such taxesTenant’s Percentage Share of Operating Expenses (excluding Non-Controllable Expenses, assessments, levies and charges, or the part thereof so measured or based, as defined in Section 3(d)(ii) below) shall not be deemed to be included within the term "Imposition" greater than one hundred three percent (103%) of Tenant’s Percentage Share of Operating Expenses (excluding Non-Controllable Expenses) for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlordprior calendar year, and (ii) the Taxes, as such term is defined in section 3(d)(iii), for the Building. On or before March 31 following a year for which Additional Rent is payable hereunder, Landlord shall use its best efforts to provide Tenant shall pay and discharge with the same as herein provided in respect amount of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds actual Additional Rent for the payment previous year (the “Additional Rent Breakdown”), and a reasonable breakdown of current Impositions required to the items included therein, together with an invoice for any underpayments of Additional Rent, which must be paid by Tenant hereunder; and within thirty (ii30) deposit one-twelfth (1/12th) days following receipt of the amount which would be sufficient at all times to pay the Impositions payablesuch invoice, or estimated by Landlord or any Mortgagee to be payableincluded with the next monthly payment of Rent, during (whichever shall occur first), or a check to Tenant to reimburse Tenant for any overpayment of Additional Rent. Tenant may, at Tenant’s cost and expense and never more than once in any twelve (12) month period, have the ensuing right to audit the Building’s operating expenses provided Xxxxxx gives written notice to Landlord within twelve (12) months and all additional funds required for of receiving the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied last Additional Rent Breakdown. Any audit by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated limited to pay the previous twelve (12) months from the date Tenant provides Landlord with written notice of its election to audit. Tenant shall be entitled to reimbursement only if Xxxxxx’s audit indicates that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.Building’s operating expenses were overstated by more than three percent (3%). ​

Additional Rent. (a1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of sum of (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. It is the purpose and intent intention of Landlord and Tenant that the rent payable hereunder shall Base Rent paid to Landlord be absolutely net to Landlord so that this Lease shall yieldof all increases in Operating Costs and Taxes over, net to Landlordrespectively, the Minimum Rental due Base Operating Costs and Base Taxes, and the provisions of this Section 3.2 are intended to so provide. Tenant agrees that any Taxes or Operating Costs that accrue or are incurred during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term Term of this Lease may have been be included in the calculation of Additional Rent, notwithstanding that such Taxes or Operating Costs may be assessed, levied, confirmed, imposed upon, or grow payable by Landlord in arrears. (2) Prior to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation end of the Leased PremisesBase Year and each calendar year thereafter, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained Landlord shall require notify Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions ’s estimate of Operating Costs and shall be paid by Taxes and Tenant; provided, however, that if at any time during ’s Additional Rent for the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly following calendar year. Commencing on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements first day of January of each calendar year and continuing on the Leased Premises or the construction thereof and/or measured first day of every month thereafter in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposesyear, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would estimated Additional Rent. If Landlord thereafter estimates that Operating Costs and Taxes for such year will vary from Landlord’s prior estimate, Landlord may, by notice to Tenant, revise the estimate for each year (and Additional Rent shall thereafter be sufficient at all times payable based on the revised estimate). (3) As soon as reasonably practicable after the end of the Base Year and each calendar year thereafter, Landlord shall furnish Tenant a statement (the “Statement”) with respect to pay such year, showing Operating Costs and Taxes and Additional Rent for the Impositions payableyear, or estimated and the total payments made by Landlord Tenant with respect thereto. Unless Tenant raises any objections to the Statement within ninety (90) days after receipt of the same, such Statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such Statement or any Mortgagee item therein or the computation of Additional Rent based thereon. If Tenant disputes the amount of Additional Rent stated in the Statement, Tenant may, at Tenant’s own cost and expense, designate, within ninety (90) days after receipt of that Statement, an independent certified public accountant to inspect Landlord’s records. Tenant is not entitled to request that inspection, however, if Tenant is then in default under this Lease. The accountant must be payablea member of a nationally recognized accounting firm and must not charge a fee based on the amount of Additional Rent that the accountant is able to save Tenant by the inspection. Tenant must give reasonable notice to Landlord of the request for inspection, during and the ensuing twelve (12) months inspection must be conducted in Landlord’s offices at a reasonable time or times. If, after that inspection, Tenant still disputes the Additional Rent, a certification of the proper amount shall be made, at Tenant’s expense, by Landlord’s independent certified public accountant. That certification shall be final and all additional funds required conclusive. Any objection of Tenant to the Statement and resolution of any dispute shall not postpone the time for the payment of any Imposition shall also be deposited with amounts due Tenant or Landlord based on the first day Statement, nor shall any failure of Landlord to deliver the month during which or at Statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of LandlordStatement. (c4) At If Tenant’s Additional Rent as finally determined for the year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ten (10) days of Tenant’s receipt of Landlord's option’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for the year, if Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease, unless such excess is more than Two Thousand and No/100ths Dollars ($2,000.00) and Tenant is not then in default under this Lease, in which event such excess shall be refunded to Tenant. For any partial calendar year at any time the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of increases in the 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 Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums the case may be, within ten (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (1510) days after billing Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord to Landlord, and the total amount previously paid by Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal account thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It is the purpose and intent of Landlord and Tenant that the rent payable hereunder Sublessee shall be absolutely net pay to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereofSublessor, as additional rent, 65.60% of all taxesamounts payable by Sublessor to Underlying Landlord pursuant to Article 3 of the Underlying Lease, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within which are applicable to the term of this Lease Sublease. For purposes of determining the amounts payable by Sublessee pursuant to this Paragraph 4: Base Operating Factor shall mean the Operating Expenses for the 2004 Operating Year, and so-called business improvement district taxes or assessmentsBase Tax Factor shall mean the fiscal tax year beginning on July 1, 2004 and ending June 30, 2005. Payment of amounts due hereunder shall be made in the manner and five (5) water, sewer days before each such date as Sublessor shall be required to pay its corresponding share of such additional rent pursuant to the Underlying Lease. Payments for the first and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, last years of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same Sublease shall be deemed Impositions and shall be paid equitably prorated. Promptly after receipt by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment Sublessor of any real estate taxes tax statement from the Underlying Landlord or Premiumsof any xxxx or statement from the Underlying Landlord in respect of which Sublessee shall, andpursuant to the terms of this Paragraph 4, be required to pay additional rent, Sublessor shall deliver a comparable statement to Sublessee, together with respect copies of the statements received by Sublessor from Underlying Landlord, setting forth the amount of additional rent payable by Sublessee hereunder. If Sublessor shall receive a refund of any amounts from Underlying Landlord pursuant to any other Impositionsthe terms of the Underlying Lease, Sublessor shall promptly notify Sublessee and shall, promptly upon request of Landlordafter receipt thereof, official receipts refund to Sublessee the portion thereof, if any, constituting fixed rent or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant additional rent which shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant Sublessee hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (ai) It is The Company agrees that, during the purpose Lease Term, it shall pay directly to the Issuer, as Additional Rent, an amount sufficient to reimburse the Issuer for all reasonable expenses and intent of Landlord and Tenant that advances incurred by the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to LandlordIssuer in connection with the Project, the Minimum Rental due during Bond, or the term Bond Documents, or the administration, examination, contest, modification, or enforcement thereof subsequent to the execution of this Lease. (b) Tenant covenants to pay, before any fineincluding, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments the reasonable fees and expenses of counsel for public improvements or benefits, whether or not commenced or completed within the term Issuer actually incurred as a result of the failure of the Company to comply with the terms of this Lease and so-called business improvement district taxes or assessmentsare subject to payment or indemnification by the Company under this Section 5.3(b)(i) wateror Sections 6.6, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, 8.4 or 10.4 hereof. All payments of any kind and nature whatsoever, which at any time during the term of Additional Rent described in this Lease may have been or may paragraph shall be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant billed to the use or occupation of Company by the Leased Premises (all of the foregoingIssuer from time to time, together with any and all Premiums (as hereinafter defined)a statement describing in reasonable detail the nature, amount, and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions"calculation thereof, and any calculation thereof and reason for the incurrence of such expenses and certifying that the amount for which reimbursement is sought for one or more of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, above-described expenditures has been incurred or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and the Issuer. Amounts so billed shall be paid by Tenantthe Company within thirty (30) days after receipt of the xxxx by the Company; providedthe right of the Issuer to payments under this paragraph is one of the Unassigned Rights. In the event the Company shall fail to make any of the payments required in this Section 5.3(b)(i), howeverthe unpaid amount shall continue as an obligation of the Company until fully paid, that and shall accrue interest from such thirtieth day at the Default Interest Rate. (ii) The Company agrees that, during the Lease Term, if at any time during the term Company is not the Holder, it shall pay directly to the Holder, as Additional Rent, an amount sufficient to reimburse the Holder for all expenses and advances reasonably incurred by the Holder hereunder in connection with the Project subsequent to the execution of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to, the reasonable fees and expenses of counsel for the Holder actually incurred as a result of the failure of the Company to comply with the terms of this Lease or are subject to indemnification by the Company under this Section 5.3(b)(ii) or Sections 6.6, 8.4 or 10.4 hereof. All payments of Additional Rent described in this paragraph shall be billed to the acquisitionCompany by the Holder from time to time, leasingtogether with a statement describing in reasonable detail the nature, useamount, and calculation thereof, and reason for the incurrence of such expenses and certifying that the amount for which reimbursement is sought for one or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion more of the depreciation above-described expenditures, and evidence that the requested cost has been incurred or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or paid by the part thereof Holder. Amounts so measured or based, billed shall be deemed paid by the Company within thirty (30) days after receipt of the xxxx by the Company. In the event the Company shall fail to make any of the payments required by this Section 5.3(b)(ii), the unpaid amount shall continue as an obligation of the Company until fully paid, and shall accrue interest from such thirtieth day at the Default Interest Rate. The Holder shall be included within a third-party beneficiary of this Section 5.3(b)(ii) and shall be entitled to enforce the term "Imposition" for same against the purposes hereofCompany, but only subject to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term provisions of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It In addition to the monthly base rent, commencing on the commencement date, Lessee agrees to monthly pay, as additional rent, a forty-four and 07/100 percent (44.7%) share of all Property maintenance and operating expenses as hereinafter defined. Lessee shall have no right to withhold, deduct or offset any amount from the additional rent even if the actual square footage of the premises is less than the purpose and intent approximate square footage of Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Leasepremises set forth in Exhibit B attached hereto. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto Lessee's percentage share of the Property maintenance and operating expenses set forth above is based upon the Lessee's percentage of the Property's maintenance and operating expenses as of the commencement date. The maintenance and operating expenses for the non-payment thereofProperty shall be computed on an annual basis, at the beginning of each calendar year, 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, all taxesthroughout the calendar year, assessments (including but not limited toin advance, all assessments with the monthly base rent, subject to reconciliation and adjustment as provided below. Lessor shall notify Lessee of Lessee's share of the expenses for public improvements the coming calendar year as soon as reasonably possible after the beginning of each year. In the event Lessee's lease term shall commence or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which end at any other time during than the term beginning or end of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien oncalendar year, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the Lessee's additional rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be adjusted prorata for such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositionsshortened period. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord Lessor shall have the right, at Landlord's optionin the event of unusual or extraordinary maintenance and operating expenses, to require Tenant to: (i) promptly deposit with Landlord funds 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 payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such monthly sums may be commingled with other assets of Landlordhereinabove described. (c) At LandlordProperty maintenance and operating expenses" shall include, without limitation, shall include, without limitation: (i) Lessor's optionoverhead expenses pertaining to the Property and the common areas; (ii) costs of non-structural repairs, if at 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 time during repairs, improvements or replacements required by law; (iii) costs of any repairs, alterations, modifications, amendments, additions and/or improvements to the term Property and/or the premises, not otherwise paid for by any tenant of this Leasethe Property, Tenant has been delinquent necessary, required or appropriate in making payments order to bring the Property and/or the premises into compliance with the requirements, policies and/or procedures of Impositions "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 utility chargespaid by Lessor relating to the protection, maintenance and operation of the Property, the failure common areas and/or the premises not separately payable by any other tenant of payment 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 may result Lessor shall, in a lien on the Leased Premisesits sole discretion, then Tenant agrees that, upon notice deem necessary and/or appropriate with respect to the Tenantpremises, Landlord may be the receiver 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 all bills for Impositions, utilities 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 expenses appurtenant to the Leased Premises, common areas and/or the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereofProperty. (d) Notwithstanding anything else herein A statement of Property maintenance and operating expenses shall be provided annually to Lessee within one hundred twenty (120) days of each calendar year end. If the contrarymaintenance 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 deemed correct and an appropriate adjustment shall be made in the additional rent by prompt payment by Lessee of any deficiency or, in the event that any portion 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 Entire Parcel not forming part 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 the Leased Premises shall be improved by Landlord Property maintenance and operating expenses or by any tenant or other occupant constitute a waiver of Lessor's right to xxxx and collect such portion pro rata share of the Entire Parcel, Property maintenance and such improvement increases the real property taxes and other charges assessed (operating expenses from Lessee as described provided in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premisesthis Section 3.2.

Additional Rent. Beginning with the Lease Year commencing January 1, 2003, Lessee will pay Lessor, as Additional Rent, an amount equal to twenty-five percent (a25%) It is of the purpose and intent of Landlord and Tenant that amount by which EBITDA for the rent payable hereunder shall be absolutely net to Landlord so that this Remaining Facilities exceeds Three Hundred Thousand Dollars ($300,000) for each Lease shall yield, net to Landlord, the Minimum Rental due Year during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by TenantTerm; provided, however, that if at any time in no event will the aggregate amount of Additional Rent paid by Lessee to Lessor during the term Term exceed the sum of the Aggregate Base Rent Reduction. The Additional Rent shall initially be (a) calculated each quarter, but on a cumulative quarterly basis, during each Lease Year and (b) if payable, shall be paid by Lessee to Lessor within five (5) days following the date the applicable quarterly financial reports for the Remaining Facilities for each quarter during a Lease Year are to be delivered by Lessee to Lessor under this Lease. Within five (5) days following the date the quarterly reports for the Remaining Facilities for the fourth (4th) quarter are to be delivered by Lessee to Lessor pursuant to this Lease, the method amount of taxation Additional Rent due and owing for such Lease Year shall be recalculated and compared to the total quarterly Additional Rent payments made by Lessee to Lessor during the course of such that there shall be leviedLease Year. If the aggregate amount of Additional Rent paid by Lessee during such Lease Year is greater than the amount due and owing for such Lease Year according to the quarterly reports, assessed or imposed on Landlord in lieu ofthen Lessor shall, at its option, either (1) immediately refund the excess amount to Lessee, or in addition to, (2) credit the foregoing, a capital levy, gross receipts or other tax directly on amount against future amounts coming due under the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured Lease. If the aggregate amount of Additional Rent paid by or based, in whole or in part, upon Lessee during such rents, Lease Year is less than the Leased Premises (including, but not limited amount due and owing for such Lease Year according to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposescertified financial reports, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant Lessee shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish additional amount to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: Lessor within thirty (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (1530) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereofthereafter. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It is the purpose and intent of the Landlord and Tenant that the rent payable hereunder shall be absolutely absolute net to the Landlord so that this Lease shall yield, net to the Landlord, the Minimum Rental due rents specified herein in each year during the term of this Lease, free of any charges, assessments, impositions or deductions of any kind and without abatement, deduction or set-off whatsoever and under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind whatsoever or be under any other obligation or liability hereunder, except as herein otherwise expressly set forth. Tenant shall pay all costs, expenses, and charges of every kind and nature relating to the Premises, except debt service on any indebtedness of Landlord, which may arise or become due or payable during or after (but attributable to a period falling within) the Term. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment nonpayment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) Lease), water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to or become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises, this transaction or any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined)penalties and/or interest thereon, and together with any and all penalties, fines and/or interest thereonPremiums, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate corporation franchise, excess profits, estate, succession, business inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, including but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, Impositions official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, addition Tenant shall furnish to Landlord Landlord, semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) also deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay current annual or annualized Impositions as the Impositions payablecase may be, or estimated by Landlord or any Mortgagee to be payablethose of the preceding years if the current amounts thereof have not been fixed, during on the ensuing twelve (12) months and first day of each month in advance, except that all additional funds required for the payment of any Imposition payments thereof shall also be deposited with Landlord as aforesaid on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord earned on such funds, less an administrative fee of one (1%) percent per annum, shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of LandlordTenant. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. Subject to Section 0, commencing on the Commencement Date and then throughout the Term, Tenant agrees to pay Landlord Tenant’s Share of “Operating Costs,” “Insurance Costs,” and “Taxes” (aas such terms are defined below) It is in the purpose manner provided below: Estimated Payments. Prior to the Commencement Date and intent within 90 days after the beginning of Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due each calendar year thereafter during the term Term, Landlord will notify Tenant of this Lease. (b) Tenant covenants to payLandlord’s estimate of Tenant’s Share of the Operating Costs, before any fineInsurance Costs, penalty, interest or cost may be added thereto and Taxes for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements ensuing calendar year. On or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on before the first day of the each month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this LeaseTerm, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall will pay to Landlord, as additional rent hereunder all in advance, 1/12th of such sums (subject to proration as specifically estimated amounts, provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior that until such notice is given with respect to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such billsensuing calendar year, Tenant will deliver continue to pay on the basis of the prior calendar year’s estimate until the month after the month in which such notice is given. However, if the Term commences on other than the first day of a month or ends on other than the last day of a month, Operating Costs, Insurance Costs, and Taxes for such month will be appropriately adjusted on a prorated basis. In the month Tenant first pays based on Landlord’s new estimate, Tenant will pay to Landlord a copy 1/12th of such bills with three days the difference between the new estimate and the prior year’s estimate for each month which has elapsed since the beginning of receipt thereof and deliver the current calendar year. If at any time or times it appears to Landlord proof of payment of that Operating Costs, Insurance Costs, and/or Taxes for the then-current calendar year will vary from Landlord’s estimate by 5% or more, Landlord may, by 30 days’ advance notice to Tenant, revise its estimate for such bills simultaneously with Tenant's remittal thereofyear and subsequent payments by Tenant for such year will be based upon the revised estimate. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (aA) It is the purpose and intent of Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord Commencing on the first day anniversary of the month during which Commencement Date and for each calendar year (or at the end of which an Imposition is due and payable without interestpart thereof) thereafter, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments agrees to pay as items of Impositions or utility charges, Additional Rent for the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice Tenant's "Percentage Share" (being the percentage indicated in Item 3 of Basic Lease Provisions) of all increases in "Project Operating Expenses" and "Project Property Taxes" (as hereinafter defined) incurred by Landlord in the operation of the Building or Project over the Base Project Operating Expenses and Base Project Property Taxes as stipulated in Items 4 and 5 respectively in the Basic Lease Provisions. The Basic Annual Rent plus Additional Rent are sometimes collectively referred to as "Rent". (B) The items of Additional Rent contemplated under subparagraph 3(A) shall be calculated in accordance with the Tenantfollowing procedures: 1) Each December during the term hereof or as soon thereafter as practical, Landlord may be shall give Tenant written notice of Landlord's estimate of any amounts payable under subparagraph 3(A) above for the receiver ensuing calendar year. On or before the first day of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such billseach month during each calendar year, Tenant shall pay Landlord without further notice 1/12 (One-twelfth) of such estimated amounts, provided that if such notice is not given in December, Tenant shall continue to Landlordpay on the basis of the then applicable rental until the month after such notice is given. If at any time or times it appears to Landlord that the adjusted amounts payable under subparagraph 3(A) for the current calendar year will exceed its estimate, as additional rent hereunder all Landlord may, by notice to Tenant, revise its estimate for such sums year. Subsequent payments by Tenant for such year shall be based upon such revised estimate. 2) Within ninety (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (1590) days after billing by the close of each calendar year or as soon thereafter as is practical, Landlord shall deliver to Tenant a statement of the annual adjustment of those Additional Rent items made pursuant to subparagraph 3(A) for such calendar year (the “Reconciliation Statement”). If on the basis of such statement Tenant owes an amount that is less than the estimated payments for such calendar year previously made by Tenant, Landlord shall refund or credit such excess to Tenant. If on the basis of such statement Tenant owes an amount that is more than the estimated payment for such calendar year previously made by Tenant, Tenant shall pay the deficiency to Landlord within thirty (b) twenty (2030) days prior after delivery of the statement. Notwithstanding anything to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrarycontrary contained herein, in the event that any portion Landlord fails to deliver the Reconciliation Statement within three (3) years after the end of the Entire Parcel not forming part applicable calendar year during the Term, Landlord shall be deemed to have waived both Landlord’s right to deliver Reconciliation Statement for the applicable year during the Term and Landlord’s right to collect any balance due for the applicable year during the Term. 3) The Additional Rent due under the terms and conditions of this Article 3 shall survive termination of this Lease, shall be payable by Tenant without any setoff or deduction, and shall be computed by Landlord on a prorated basis for any period less than a full calendar year. 4) Anything to the contrary contained in this Article 3 notwithstanding, if the average occupancy of the Leased Premises Building is less than ninety-five (95%) percent during the Base Year hereinafter defined, then Landlord shall make a reasonable determination ("Landlord's Determination") of what the Project Operating Expenses for such year would have been if during the entire year the average tenant occupancy of the Building were ninety-five (95%) percent. Landlord's Determination shall be improved binding and conclusive upon Tenant and shall for all purposes of this Lease be deemed to be the Project Operating Expenses for the Base Year. Landlord shall notify Tenant of Landlord's Determination within ninety (90) days following the last day of the Base Year. Thereafter, if for any subsequent Lease Year the average tenant occupancy of the Building is below ninety-five (95%) percent, the Project Operating Expenses for any such year shall be adjusted by Landlord or by any to the amount that such Project Operating Expenses would have been if the average tenant or other occupant of such portion of occupancy during that year had been ninety-five (95%) percent. The term Base Year means the Entire Parcel, and such improvement increases the real property taxes and other charges assessed twelve (as described in subparagraph 5(b)12) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that month period during which Base Project Operating expenses are situated on the Leased Premisescalculated.

Additional Rent. (a) It is the purpose TENANT hereby acknowledges and intent of Landlord and Tenant agrees that the rent payable hereunder LANDLORD shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and incur various charges, charges for public utilitiescosts and expenses in conjunction with the operation and maintenance of LANDLORD'S PROPERTY, excisesparticularly the OFFICE BUILDING, levies, license and permit and inspection fees and other governmental pursuant to this LEASE (which 3 7 charges, general costs and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as expenses are hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "ImpositionsOPERATING COSTS") which OPERATING COSTS are more fully described in "EXHIBIT C", attached hereto and any made a part hereof. TENANT hereby agrees that it shall pay to LANDLORD, in addition to the rent hereinabove referred to, a portion of such OPERATING COSTS, which portion shall be determined by a ratio having as its numerator the same being total number of square feet contained in the PREMISES and as its denominator, the total number of square feet contained in the OFFICE BUILDING (which ratio is hereinafter sometimes referred to as an "ImpositionTENANT'S PRO RATA SHARE"). Nothing herein contained LANDLORD and TENANT hereby mutually acknowledge and agree that, as of the date of execution of this LEASE, TENANT'S PRO RATA SHARE is 66 2/3%, the exact amount of which shall require Tenant be determined upon delivery of exclusive possession and certified to in writing, which writing shall be signed by LANDLORD and TENANT. Further, LANDLORD shall have the right to make a good faith estimate as to the OPERATING COSTS which LANDLORD reasonably expects to incur within any calendar year and provide TENANT with written notification of such estimate (as well as reasonable detail concerning its calculation) and TENANT shall pay income taxes assessed to LANDLORD one-twelfth (1/12) of such annual estimate, together with TENANT'S rent, without further notice or demand, based upon LANDLORD'S most recent notice of TENANT'S PRO RATA SHARE of the OPERATING COSTS. LANDLORD'S preliminary estimate of such OPERATING COSTS is $6.20 per square foot. LANDLORD shall, within three (3) months after the close of each calendar year, provide TENANT with an itemized statement setting forth the actual OPERATING COSTS incurred by the LANDLORD during said calendar year, as well as TENANT'S PRO RATA SHARE thereof. Should the total of the TENANT'S estimated monthly payments actually made for such year be less than TENANT'S PRO RATA SHARE, TENANT shall pay to LANDLORD the full amount of any such deficiency within one (1) month after the date of receipt of LANDLORD'S itemized statement. Should the total of TENANT'S estimated monthly payments actually made be greater than the TENANT'S PRO RATA SHARE of the increase in such OPERATING COSTS, TENANT shall be entitled to a credit for the full amount of any such excess, which credit shall be set off against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlordestimated monthly payments to be made in the future, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this LeaseLEASE has expired, the method of taxation in which case, such credit shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to dateTENANT at the time of rendering the itemized statement. Landlord LANDLORD shall keep books and records reflecting actual Operating Expenses as calculated in accordance with generally accepted accounting principles consistently applied. TENANT shall have the right, at Landlord's optionexercisable within one (1) month after receipt of LANDLORD'S annual itemized statement, to require Tenant to: upon giving two (i2) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payabledays prior written notice, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during normal business hours, to audit, with accountants selected by TENANT, LANDLORD'S books and records relating to OPERATING COSTS for the time period covered in such statement. Any excess charge discovered as a result of such audit shall be credited against future monthly installments of annual estimates, unless the then term of this LeaseLEASE shall have expired, Tenant has been delinquent in making payments of Impositions or utility chargeswhich event, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver full amount of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises excess shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect immediately paid to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premisestenant.

Additional Rent. a. As Additional Rent, Tenant shall pay to Landlord at the times hereinafter set forth, an amount equal to (ai) It Tenant's Share specified hereinbelow of any increase in "Operating Expenses" (defined below in this paragraph 5.2) paid or incurred by Landlord in any calendar year with respect to the operation, repair, maintenance and management of the Building above such Operating Expenses paid or incurred by Landlord during the Base Year specified herein below and (ii) Tenant's share of any increase in "Taxes" (defined below in this paragraph 5.2) paid or incurred by Landlord in any fiscal year in excess of those paid or incurred in the Base Tax Year specified herein below (all such rentals, charges and sums other than Minimum Rent being sometimes referred to in this Lease as Additional Rent and payable as additional rent hereunder, whether or not the same may be designated "Additional Rent"). If such amounts are not paid at the time provided in this Lease, they shall nevertheless be collectable, together with any interest or late charge provided for herein, as Additional Rent with the next installment of Minimum Rent thereafter falling due, but nothing herein contained shall be deemed to suspend or delay the payment of any amount of money or charge at the time the same becomes due and payable hereunder, or limit any other remedy of Landlord. Landlord's invoice or demand for any Additional Rent hereunder may be made by regular mail, notwithstanding the provisions hereof concerning notices. Where the time for payment of any Additional Rent is not specified herein, the purpose same shall be due and intent payable twenty (20) days after Landlord's invoice or demand is given. If at any time during the Term, less than ninety-five percent (95%) of the total leasable area of the Building is occupied, the Operating Expenses and Taxes shall be adjusted by Landlord to reasonably approximate the Operating Expenses and Taxes which would have been incurred if the Building had been at least ninety-five percent (95%) occupied. At or after the commencement of any calendar year subsequent to the Base Year Landlord may, but shall not be required to, notify Tenant of Landlord's estimate of the amount of any increase in Operating Expenses for such calendar year over Operating Expenses for the Base Year, the amount of any increase in Taxes over those paid or incurred in the Base Tax Year and of the amount of such estimated increases payable to Tenant. Tenant shall pay to Landlord on the first day of each calendar month one-twelfth (1/12) of the amount of such estimated annual increases in Operating Expenses and Taxes payable by Tenant hereunder. Statements of the amount of actual Operating Expenses for the preceding calendar year, of Taxes for the appropriate fiscal year and of the amount of such increases payable by Tenant shall be given to Tenant following the end of the year. All amounts payable to Tenant as shown on said statement, less any amounts theretofore paid by Tenant on account of Landlord's estimate of increases in Operating Expenses and Taxes made pursuant to this paragraph 5.2 shall be paid by Tenant upon delivery of said statement to Tenant. In the event that Tenant has paid in any given year estimated increases beyond those later determined from actual reconciliation, then such overpayment shall be applied toward the Rent for the following year or, if this Lease has terminated and not been renewed as provided herein, such overpayment shall be promptly refunded to Tenant. If at any time Landlord determines that Operating Expenses or Taxes will materially vary from the then estimated Operating Expenses or Taxes, Landlord may, by written notice to Tenant, revise the amounts of the estimated payments due from Tenant, and Tenant that shall thereafter pay such revised payments. b. The amount of any increase in Operating Expenses and Taxes payable by Tenant for the rent payable hereunder year in which this Lease terminates shall be absolutely net prorated on the basis which the number of days from and including the commencement of said year to Landlord so that and including the date on which this Lease lease terminates bears to 365 and shall yield, net to Landlord, the Minimum Rental be due during the term and payable when tendered notwithstanding termination of this Lease. (b) c. The term "Operating Expenses" as used herein shall include all costs of operation, repair, maintenance and management of the Building, including the Premises, except those costs which are the exclusive responsibility of Tenant covenants to payor any other tenant of the Building under this lease or other applicable leases. By way of illustration, before any finebut not limitation, penalty, interest or Operating Expenses shall include the cost may be added thereto of and charges for the non-payment thereoffollowing items: heat, as additional rentlight, all water, sewer, power, steam, and other utilities and systems (including without limitation any temporary or permanent utility surcharge or other exaction, whether now or hereafter imposed), waste disposal, janitorial services, guard services, window cleaning, air conditioning, repairs, replacements, materials and supplies, equipment and tools, service agreements on elevators, insurance, licenses, permits and inspections, wages and salaries, employee benefits and payroll taxes, assessments accounting and legal expenses, management fees, depreciation on personal property, including, without limitation, window coverings provided by Landlord and carpeting in public corridors and common areas, and the cost of contesting the validity or applicability of any governmental enactments which may affect Operating Expenses. Notwithstanding the foregoing, the following items shall not be included in Operating Expenses: (1) any payments under a ground lease or master lease relating to the Building; (2) expenditures which, under generally accepted accounting principles, are capitalized, except that Landlord may include in Operating Expenses an amortization (in accordance with generally accepted accounting principles) of the amount of any capital expenditures made either for the purpose of reducing Operating Expenses or in order to comply with the requirements of applicable law which take effect with regard to the Building after the Commencement Date; (3) rentals for any improvements and permanently installed fixtures (including HVAC equipment and facilities) which if purchased, rather than rented, would constitute a capital expenditure not permitted to be included in Operating Expenses hereunder (excluding, rentals in connection with normal or emergency repairs and maintenance, and excluding in any event any equipment used in providing janitorial or similar services); (4) all costs and expenses for which Landlord is reimbursed under an "all-risk" policy of insurance or which are covered by condemnation proceeds, to the extent of the net receipts from such insurance or proceeds; (5) costs, including permit, license and inspection costs, directly incurred in the installation of improvements made within the premises and exclusively for the benefit of a particular tenant of the Building, including costs of improving, decorating, painting or redecorating premises for such a tenant; (6) costs incurred exclusively in connection with the leasing of premises in the Building, including but not limited to, all assessments for public improvements leasing commissions, real estate brokerage commissions, and attorneys' fees in connection with the negotiation and preparation of lease proposals, deal memos, letters of intent, leases, subleases and/or assignments, space planning costs, and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or benefits, whether prospective tenants or not commenced other occupants of the Building; (7) costs and expenses of providing any service or completed utility to or within the term premises of another tenant of the Building where such service or utility is of a nature which is not Landlord's responsibility to provide pursuant to this Lease, except where Landlord may provide such service or utility both to such other premises and to the Premises; (8) costs and expenses incurred in connection with the negotiation or litigation of disputes with Tenant or another tenant of claims of violation by Landlord of this Lease or any other lease in the Building, including fines, penalties, interest, damages and so-called business improvement district taxes or assessments) water, sewer any legal and other rentsprofessional fees; (9) the portion of any fee or charge for services paid to a party owned by or under common ownership with Landlord to the extent that the same exceeds the competitive cost for such services were they not so rendered by a party affiliated with Landlord, rates except that Operating Expenses may, in any event, include a management fee in an amount not to exceed five percent (5%) of gross revenue; (10) any interest, principal payments, attorneys' fees, points, fees or closing or other lender costs on financing secured by a deed of trust or mortgage on the Building; (11) a separate charge for Landlord's general corporate overhead and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and specialadministrative expenses; (12) with regard to any employee who shall devote less than all of his or her time to the operation, ordinary management, repair and extraordinarymaintenance of the Building, foreseen the labor costs allocable to the portion of his time not so devoted; (13) advertising or promotional expenses with respect to leasing space in the Building; (14) costs incurred to comply with laws relating to the removal, remediation, containment or treatment of Hazardous Materials; (15) costs and unforeseen, expenses incurred by Landlord in performing work necessary to remedy violations of code requirements concerning Building improvements where such code requirements were applicable at the time of the initial installation or construction of such improvements or were otherwise required to be complied with by Landlord in the Building prior to the Commencement Date; (16) all costs and expenses for repairs and maintenance for which Landlord is reimbursed directly by any tenant of any kind and nature whatsoeverspace in the Building (excluding reimbursement under an operating expense provision) or by vendor, which at any time during contractor or provider of materials or services to Landlord; (17) charitable or political contributions of Landlord; (18) costs attributable to enforcing leases against tenants in the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of Building or in respect oflitigating other disputes with tenants regarding the rights and obligations of Landlord, or become a lien onsuch as attorneys' fees, court costs, adverse judgments and similar expenses; (19) costs associated exclusively with the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation operation of the Leased Premises, business of the person or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant entity which constitutes Landlord which are not directly related to the use or occupation operation of the Leased Premises (all Building and which relate to the following: the formation of any entity which constitutes Landlord; the internal accounting and legal matters which relate exclusively to preparation of the foregoingtax returns and financial statements of such person or entity, together with the gathering of data therefor; the cost of defending any and all Premiums (as hereinafter defined), and together lawsuits with any mortgagee (except as the actions of Tenant may be an issue); the costs of selling, syndication, financing, mortgaging or hypothecating any of Landlord's interest in the real property and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", improvements constituting the Building; and the costs of any dispute between Landlord and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited employee to the acquisition, leasing, use, or value thereof) or extent that the present or any future Improvements on other costs attributable to the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing employment of such income there is employee are not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed permitted to be included within the term "Imposition" for the purposes hereof, but only Operating Expenses pursuant to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereofreserves for bad debt or lost rent. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It is the purpose and intent of the Landlord and Tenant that the rent payable hereunder shall be absolutely absolute net to the Landlord so that this Lease shall yield, net to the Landlord, the Minimum Rental due rents specified herein in each year during the term of this Lease, free of any charges, assessments, impositions or deductions of any kind and without abatement, deduction or set-off whatsoever and under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind whatsoever or be under any other obligation or liability hereunder, except as herein otherwise expressly set forth. Tenant shall pay all costs, expenses, and charges of every kind and nature relating to the Premises, except debt service on any indebtedness of Landlord, which may arise or become due or payable during or after (but attributable to a period falling within) the Term. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment nonpayment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) Lease), water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time prior to or during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to or become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises, this transaction or any document to which Tenant is a party creating or transferring any right, title or interest or estate in the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined)penalties and/or interest thereon, and together with any and all penalties, fines and/or interest thereonPremiums, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate corporation franchise, excess profits, estate, succession, business inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, including but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, Impositions official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, addition Tenant shall furnish to Landlord Landlord, semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlordafter an Event of Default or upon Tenant's optionfailure to pay an Imposition, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) also deposit one-twelfth (1/12th1/12th ) of the amount which would be sufficient at all times to pay current annual or annualized Impositions as the Impositions payablecase may be, or estimated those of the preceding years if the current amounts thereof have not been fixed, on the first day of each month in advance (such deposits shall also be required to be made by Tenant to either Landlord or any Mortgagee Landlord's mortgage lender, to be payablethe extent required by Landlord's mortgage lender), during the ensuing twelve (12) months and except that all additional funds required for the payment of any Imposition payments thereof shall also be deposited with Landlord as aforesaid on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord earned on such funds, less an administrative fee of one (1%) percent per annum, shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of LandlordTenant. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It is the purpose and intent of Landlord If by applicable Law, any general or special assessment or like charge may be paid in installments without any penalty whatsoever, then such assessment may be paid in such installments, and Tenant shall only be liable for the portion thereof that is allocable or attributable to the rent Lease Term or any portion thereof. If such assessment or charge may be payable hereunder shall be absolutely net to Landlord so that this Lease shall yieldin installments with interest, net to LandlordTenant may pay such assessment or charge in installments, the Minimum Rental due during the term of this Leasetogether with all interest thereon. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto shall pay all Real Estate Taxes for the non-payment Demised Properties directly to the collecting authority prior to the delinquency date thereof. Within thirty (30) days after Tenant has received evidence from any collecting authority that such Real Estate Taxes have been paid, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term Tenant shall also provide Landlord with a copy of such evidence that such Real Estate Taxes were paid. Nothing in this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require obligate Tenant to pay income taxes assessed against Landlordany estate, or any capital levyinheritance, corporate franchise, excess profits, estate, succession, inheritance income or transfer similar taxes of LandlordLandlord nor shall any of same be deemed Real Estate Taxes, unless such taxes are the same shall be specifically imposed or levied upon or assessed as a total or partial substitute in substitution for, or in lieu of, Real Estate Taxes. If Tenant fails to pay to the collecting authority any Real Estate Taxes when due hereunder, then Tenant shall, without limiting any other Imposition required remedies available to be Landlord, reimburse Landlord for any and all penalties or interest, or portion thereof, paid or incurred by Landlord as a result of such nonpayment or late payment by Tenant. Without limitation of the foregoing, Tenant pursuant shall deposit with Landlord, no later than thirty (30) days prior to this Section 5(b)the end of the Lease Term, in which event same an amount sufficient to pay unpaid Real Estate Taxes and other accrued liabilities that will encumber the Demised Properties after the end of the Lease Term, to the extent that Real Estate Taxes and such other liabilities have accrued and will accrue through the end of the Lease Term. Landlord shall segregate all such deposits from its other funds and use such deposits solely to pay such accrued liabilities as they come due. All collecting authorities shall be deemed Impositions and instructed to send all invoices for Real Estate Taxes to Tenant. In the event any collecting authority sends the invoices to Landlord instead of Tenant, Landlord shall promptly forward such invoices to Tenant. If Landlord receives any notices of assessment from any Governmental Authority for any of the Demised Properties, Landlord shall promptly forward a copy of such notices of assessment to Tenant. (c) Provided that there shall be paid by Tenantno Event of Default occurring at the time in question, Tenant shall have the right to undertake an action or proceeding against the applicable collecting authority seeking an abatement of Real Estate Taxes or a reduction in the valuation of the Demised Properties and/or contest the applicability of any Real Estate Taxes (including, without limitation, a reduction in the value of any Demised Properties); provided, however, that if Tenant delivers to Landlord prior written notice of any such action or proceeding by Tenant, and that Tenant has paid timely (and continues to pay timely) all Real Estate Taxes as provided in this Lease to the extent required by applicable Law. In any instance where any such permitted action or proceeding is being undertaken by Tenant, (i) Landlord shall cooperate reasonably with Tenant, at no cost or expense to Landlord, execute any time during and all documents approved by Landlord and reasonably required in connection therewith, and, to the term extent required by the collecting authority, agrees to file at Tenant’s request any action or proceeding against the collecting authority in its own name, and (ii) Tenant shall provide Landlord with all information reasonably requested by Landlord with respect to such action or proceeding within ten (10) days after receipt of Landlord’s written request. Tenant shall be entitled to any refund (after the deduction therefrom of all expenses incurred by Landlord in connection therewith) of any Real Estate Taxes (including penalties or interest thereon) received by Tenant or Landlord, whether or not such refund was a result of actions or proceedings instituted by Tenant, to the extent such refund relates to Real Estate Taxes that are the responsibility of Tenant pursuant to this Section 3.03. (d) Tenant shall be solely responsible for, and shall pay directly to the applicable service providers, the cost of all utility services provided to the Demised Properties throughout the Lease Term. Notwithstanding the foregoing, upon the occurrence of both of the following events, Tenant shall pay to Landlord the cost of any and all utility services provided to the Demised Properties in lieu of payment directly to the applicable service providers: (i) delivery to Tenant of a written request therefor from Landlord, and (ii) the existence of any Default under this Section 3.03(d) by Tenant, or any Event of Default. Funds paid by Tenant to Landlord pursuant to the immediately preceding sentence shall be used only for the payment of the cost of utility services to the Demised Properties. If Tenant fails to pay the appropriate party (Landlord or the service providers, as provided herein) all such costs when due hereunder, then Tenant shall, without limiting any other remedies available to Landlord, reimburse Landlord for any and all penalties or interest, or portion thereof, paid or incurred by Landlord as a result of such nonpayment or late payment by Tenant. (e) Without limiting any of Tenant’s other obligations set forth in this Article, Tenant shall pay to Landlord, with each payment due to Landlord hereunder (and as a part of Rent due hereunder), all sales and excise tax on rental income and all other similar taxes imposed with respect to rental or other payments under this Lease relating to the Demised Properties in the nature of a sales tax, franchise taxes (subject to Section 3.03(e)(ii)), gross receipts tax imposed in lieu of sales tax, occupancy tax, commercial rents tax or the like, whether imposed by a federal, provincial or local taxing authority (including, without limitation, goods and services tax and harmonized sales tax payable pursuant to the Excise Tax Act (Canada) and Québec sales taxes payable pursuant to An Act respecting the Québec sales tax). To the extent permitted by applicable Law, Tenant may pay any such tax directly to the taxing authority, provided Tenant, within ten (10) days after any such payment, delivers to Landlord written evidence reasonably satisfactory to Landlord that such payment has been made. For the avoidance of doubt, Tenant shall not be responsible for (i) any income taxes imposed on Landlord, (ii) any franchise taxes of Landlord measured by net income or net worth or relating to properties owned by Landlord and not applicable to this Lease, or (iii) any transfer taxes imposed with respect to the method of taxation shall be such that there shall be leviedsale, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts exchange or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured disposition by or basedLandlord, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation Demised Properties or Landlord’s interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It Except as provided in Section 34, it is the purpose and intent of the Landlord and Tenant that the rent payable hereunder shall be absolutely net to the Landlord so that this Lease shall yield, net to the Landlord, the Minimum Rental due rents specified herein in each year during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment nonpayment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) Lease), water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time prior to or during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to or become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, if any, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises, this transaction or any document to. which Tenant is a party creating or transferring any right, title or interest or estate in the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines penalties and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate corporation franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, including but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of the Landlord, and Tenant shall pay and discharge the same as as. herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord Landlord, semi-annuallyannually on January 1, and July 1 of each year and within ten (10) days after a request from Landlord, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Upon Tenant's failure to pay such Impositions or failure to provide proof of such payment or failure to deliver any such certificate, as above provided, or if Landlord gives notice to Tenant Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) also deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay current annual Impositions or the Landlord's estimate of the current annual Impositions payableif the current amounts thereof have not been fixed, or estimated by Landlord or any Mortgagee to be payableon the first day of each month in advance, during the ensuing twelve (12) months and except that all additional funds required for the payment of any Imposition payments thereof shall also be deposited with Landlord as aforesaid on the first day of the final month during which or at the end of which an Imposition a payment is due and payable without interest, penalty interest or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlordpenalty. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (aA) It is Tenant shall pay its Pro Rata Share of Taxes and Operating Expenses (“Tenant’s Share”). As soon as practicable each year during the purpose and intent Lease Term, Landlord shall furnish to Tenant a detailed estimate of Tenant’s Share for the timeframe in question (broken down on a category by category basis). Tenant acknowledges that Landlord and has provided Tenant that with a non-binding estimate of the rent payable hereunder Tenant’s Share for calendar year 1999, prior to the execution hereof. Tenant shall be absolutely net pay to Landlord so that this Lease shall yield, net the estimate for Tenant’s Share in equal monthly installments at the same time and place as Rent is to Landlord, be paid. Landlord will furnish a statement of the Minimum Rental due actual Tenant’s Share no later than April 1 of each year during the term Lease Term, including the year following the year in which the Lease expires or is otherwise terminated. In the event that Landlord is, for any reason, unable to furnish the statement of the actual Tenant’s Share within the time specified above, Landlord will furnish such statement as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay to Landlord any deficiency as shown by such statement within thirty (30) days of receipt of such statement. Provided no Event of Default by Tenant is in existence under this Lease, Landlord will refund to Tenant any excess as shown by such statement within thirty (30) days of the date of the statement; provided that, if an Event of Default by Tenant is in existence, Landlord shall refund to Tenant the amount of such excess at such time as all Events of Default have been cured. Landlord will keep books and records showing the Operating Expenses in accordance with generally accepted accounting principles. (bB) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any Any and all Premiums payments (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition than Rent) required to be paid made by Tenant pursuant to this Section 5(b), in which event same Lease shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises additional Rent (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date“Additional Rent”). Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds same rights and remedies for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required said payments as for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of LandlordRent. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. 4.1. From and after the Commencement Date, Tenant shall pay, as Additional Rent, all amounts payable by Landlord or Tenant on account of real estate taxes, assessments and any other charges (a"TAXES") It is in respect of the purpose Land and/or the Premises. Tenant shall pay all such Taxes as and intent of Landlord when due, and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yieldexhibit, net and deliver to Landlord, photostatic copies of the Minimum Rental due during the term of this Lease. (b) Tenant covenants receipted bills or other evidence satisfactory to pay, before any fine, penalty, interest or cost may be added thereto for the non-Landlord showing such payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may promptly after such receipts shall have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenantsTenant, but in any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant event prior to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums Delinquency Date (as hereinafter defined). If the bills, and together with any and all penaltiesstatements, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts invoices or other tax directly on the rents received therefrom and/or a franchise tax or an assessmentdemands for payment (collectively, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof"STATEMENTS") or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is Taxes due and payable without interest, penalty or liability and any interest earned on such funds and made available by Tenant hereunder are delivered to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the rather than Tenant, Landlord may be the receiver of all bills for Impositions, utilities and shall deliver any other operating expenses appurtenant such Statement to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such promptly upon receipt by Landlord. If Landlord receives , but in any event not less than ten (10) days, or such bills, Tenant shall pay to Landlord, as additional rent hereunder all shorter period of time if such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing Statement is not received by Landlord to Tenant or within ten (b) twenty (2010) days prior to the date on which Taxes relating to such bills Statement become delinquent (the "DELINQUENCY DATE"). Notwithstanding anything in this Article 4 otherwise provided, if such Statements are payable delivered by the taxing authority to Landlord (and not also to Tenant) and not forwarded by Landlord to Tenant as provided in the immediately preceding sentence, then Tenant's obligation to pay Taxes hereunder shall not arise until such Statements are delivered to Tenant. Landlord and Tenant shall cooperate to cause the taxing authority imposing Taxes to deliver such Statements directly to Tenant during the Term of this Lease. Tenant's obligation to pay Taxes shall include the payment of any fines, fees, penalties or other amounts imposed by the taxing authority for the late or non payment of Taxes to the applicable payees. Until such time as Landlord becomes the receiver of such billsextent that same were not imposed solely upon Tenant's failure to timely pay Taxes resulting solely from, Tenant will Landlord's failure to timely deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereofTenant any Statements as hereinabove provided. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. Lessee agrees to pay its pro-rata share of Operating Expenses (aas defined in Section 10 below) It (which includes the Management Fee described in Section 10) each Fiscal Year. The term "Fiscal Year", as used herein, shall mean Lessor's fiscal year for accounting purposes which currently is the purpose 12-month period beginning January 1 and intent of Landlord and Tenant that ending December 31. Lessor shall have the rent payable hereunder shall be absolutely net right to Landlord so that this Lease shall yieldchange the Fiscal Year, net from time to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiumstime, and, with respect to any other Impositionsin such event, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment Lessor shall notify Lessee in writing of such Impositionchange. In additionLessee's pro rata share shall be determined by multiplying the Operating Expenses by a fraction, Tenant the numerator of which shall furnish be the number of net rentable square feet in the Premises, and the denominator of which shall be the net rentable square footage in the Building, which may change from time to Landlord semi-annuallytime utilizing BOMA (Building Owners and Managers Association) standards. Within 90 days following the completion of each Fiscal Year, throughout Lessor will provide to Lessee a statement showing in reasonable detail the term Operating Expenses for the preceding Fiscal Year, the Additional Rent due with regard to Lessee's share of this Leasethe Operating Expenses, and Lessor's reasonable estimate of Operating Expenses for the then current Fiscal Year. Lessee shall, on or before 30 days following receipt of said statement, pay to Lessor the amount of Additional Rent due as provided herein, less the amount of Additional Rent paid in advance (if any) during the preceding Fiscal Year. Any overpayment will be credited by Lessor to Lessee's next Base Rent payment(s). Lessee agrees to pay Additional Rent each month thereafter, in addition to Base Rent, in an amount necessary to amortize the estimated Operating Expenses for the then current Fiscal Year (or the pro rata portion thereof, if applicable) over a certificate executed by period equal to the lesser of (i) the number of months remaining in the Term or (ii) the number of months remaining in the current Fiscal Year. Notwithstanding that the Term has expired or been terminated, Lessee shall remain liable for and agrees to pay to Lessor within 30 days following receipt of an executive officer invoice therefor, its pro rata portion of Tenant, stating that all Impositions have been paid to dateOperating Expenses for the Fiscal Year (or portion thereof) during which the Term expired or was terminated. Landlord Lessee shall have the right, at Landlord's optionits expense and at a reasonable time, to require Tenant to: (i) promptly deposit with Landlord funds for audit Lessor's books relevant to the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is Additional Rent due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of LandlordSection. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It is Tenant shall pay, as Additional Rent for the purpose and intent of Landlord and Tenant that Demised Premises during the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yieldTerm, net to Landlord, or at Landlord’s election, directly to the Minimum Rental due during public officer charged with the term collection thereof, at least thirty (30) days before the same become delinquent, all ad valorem taxes (including sanitary taxes) assessed upon the Demised Premises; all assessments and levies, general or special, ordinary or extraordinary, of every nature or kind whatsoever which may be fixed, charged, levied, assessed or otherwise imposed upon the Demised Premises as it presently exists or as the Demised Premises may be hereafter improved by Tenant under the terms of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord general or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) special assessments are levied against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire ParcelDemised Premises which may be paid in installments, Tenant shall be obligated to pay only that portion those installments which become due during the Term. In the event the State of Georgia or any taxing authority thereunder should, subsequent to the execution of this Lease, change or modify the present system of taxing real estate so as to tax the rental income from real estate in lieu of real estate taxes so as to impose a liability upon Landlord for the amount of such tax, then Tenant shall be liable under this Lease for the payment of the real property taxes so imposed during the term of this Lease to the same extent as though such an alternative tax was a tax upon the value of the Demised Premises. In order to determine the amount of such alternative tax for which Tenant shall be liable, the Demised Premises shall be considered as if it were the only asset of Landlord, and other charges assessed against improvements that are situated on the Leased PremisesMonthly Rent paid under this Lease shall be considered as if it were the only income of Landlord. If Landlord elects to have Tenant pay taxes directly to the taxing authority rather than to Landlord, Tenant shall return, in Landlord’s name, all taxes which Tenant is required to pay hereunder and shall furnish to Landlord satisfactory proof of payment of such taxes, assessments and levies not later than thirty (30) days prior to the date such taxes become past due.

Additional Rent. In addition to the Minimum Rent, the Lessee shall pay to the Lessor additional rent (athe "Additional Rent") It is which shall equal, in each calendar year, the purpose sum of (i) the Additional Rent payable in the immediately preceding calendar year plus (ii) twenty percent (20%) of Excess Gross Revenues for the then current calendar year during the Term. Additional Rent shall accrue commencing on the first (1st) day of the first calendar month following the one-year anniversary of the Commencement Date (unless the Commencement Date falls on the first (1st) day of a calendar month, in which case Additional Rent shall accrue commencing on the one-year anniversary of the Commencement Date) ("Additional Rent Commencement Date"), and intent of Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due payable during the term of this Lease. (b) Tenant covenants to payTerm, before any finequarterly in arrears, penalty, interest or cost may commencing on the Additional Rent Commencement Date and there shall be added thereto for the non-payment thereof, an annual reconciliation as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or provided in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of Section 3.2 below. Notwithstanding the foregoing, together in no event shall any increase to Additional Rent for any calendar year exceed two percent (2.0%) of the total of Minimum Rent and Additional Rent payable for the immediately preceding calendar year. Additional Rent payable hereunder for any fractional calendar year shall be prorated so that such Additional Rent shall equal the product of (x) the Additional Rent payable with any and all Premiums respect to the immediately preceding calendar year plus an amount equal to twenty percent (as hereinafter defined20%) of the annualized Excess Gross Revenues for the applicable fractional calendar year multiplied by (y) a fraction (the "Proration Factor"), the numerator of which is the number of days in the applicable fractional calendar year and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any the denominator of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenantis 365; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or basedthat, in whole or no event shall the Additional Rent payable during (A) the calendar year in part, upon such rents, which the Leased Premises Additional Rent Commencement Date occurs exceed the product of two percent (including, but not limited to the acquisition, leasing, use, or value thereof2.0%) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be total of Minimum Rent payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to the immediately preceding calendar year multiplied by the applicable Proration Factor and (B) any other Impositions, promptly upon request fractional calendar year increase by more than the product of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: two percent (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th2.0%) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months total of Minimum Rent and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and Additional Rent payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of immediately preceding calendar year multiplied by the real property taxes and other charges assessed against improvements that are situated on the Leased Premisesapplicable Proration Factor.

Additional Rent. (a) It is A. As part of the purpose and intent consideration for the execution of Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yieldAgreement, net and in addition to Landlordthe Base Rent specified above, the Minimum Rental due during the term of this Lease. (b) Tenant covenants and agrees to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this each Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums Year (as hereinafter defined) during the Term, as additional rent (the "Additional Rent"), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any one hundred percent (100%) of the same being Operating Expenses (as hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenantdefined) for that Lease Year; provided, however, that if at any time during the term Operating Expenses for the initial Lease Year of the Term shall in no event exceed Six and 70/100 Dollars ($6.70) per square foot of Net Rentable Area of the Leased Premises. For purposes of calculating Additional Rent under this LeaseSection 6, the method Controllable Operating Expenses (defined below) for each Lease Year after the initial Lease Year that may be included in Operating Expenses for such Lease Year shall not be more than five percent (5%) greater than the Controllable Operating Expenses for the then previous Lease Year. "Controllable Operating Expenses" shall mean all items of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, Operating Expenses which are within the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (includingreasonable control of Landlord, but not limited specifically excluding taxes, utilities, costs associated with providing security to the acquisitionComplex, leasinginsurance, usecosts incurred to comply with governmental requirements, or value thereof) or wages and salaries affected by the present or any future Improvements on minimum wage, and other costs beyond the Leased Premises or the construction thereof and/or measured in whole or in part by reasonable control of Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the . For purposes hereof, but only to the extent initial "Lease Year" shall be the period commencing on the Commencement Date and continuing through the day that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing is twelve (12) months and all additional funds required for following the payment of any Imposition Commencement Date. Each "Lease Year" after the initial Lease Year shall also be deposited with Landlord a consecutive twelve (12) month period commencing on the first day of immediately following the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlordpreceding Lease Year. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (ai) It is On July 1 in each of the purpose and intent of Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yieldyears 2009 through 2022, net to Landlordboth inclusive, the Minimum Rental due Company shall pay to the Issuer Additional Rent of $50,000 per year. The Company also agrees that, during the term Term, it shall pay directly to the Issuer, as Additional Rent, an amount sufficient to reimburse the Issuer for all expenses and advances reasonably incurred by the Issuer hereunder in connection with the Project subsequent to the execution of this 2008 Lease. (b) Tenant covenants to pay, before any fineincluding, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments the reasonable fees and expenses of counsel for public improvements or benefitsthe Issuer, whether or not commenced or completed within provided that the term same are incurred as a result of the failure of the Company to comply with the terms of this 2008 Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during are subject to payment or indemnification by the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant Company to the use Issuer under Sections 5.3(b)(i), 6.6, 8.5 or occupation 10.4 hereof. All payments of Additional Rent described in this paragraph shall be billed to the Leased Premises (all of Company by the foregoingIssuer from time to time, together with any and all Premiums a statement certifying that the amount for which reimbursement is sought for one or more of the above-described expenditures has been incurred or paid by the Issuer. Amounts so billed shall be paid by the Company within thirty (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred 30) days after receipt of the xxxx by the Company; the right of the Issuer to as "Impositions", and payments under this paragraph is one of the Unassigned Rights. In the event the Company shall fail to make any of the same being hereinafter sometimes referred to payments required in this Section 5.3(b)(i), the unpaid amount shall continue as an "Imposition"). Nothing herein contained obligation of the Company until fully paid, and shall require Tenant accrue interest from such thirtieth day at the Default Interest Rate. (ii) The Company agrees that, during the Lease Term, it shall pay directly to pay income taxes assessed against Landlordthe Holder, or any capital levyas Additional Rent, corporate franchisean amount sufficient to reimburse the Holder for all expenses and advances reasonably incurred by the Holder hereunder in connection with the Project subsequent to the execution of this 2008 Lease, excess profitsincluding, estatebut not limited to, successionthe reasonable fees and expenses of counsel for the Issuer, inheritance or transfer taxes of Landlord, unless such taxes provided that the same are imposed or levied upon or assessed incurred as a total result of the failure of the Company to comply with the terms of this 2008 Lease or partial substitute forare subject to indemnification by the Company under Sections 5.3(b)(ii), 6.6, 8.4 or 10.4 hereof. All payments of Additional Rent described in lieu ofthis paragraph shall be billed to the Company by the Holder from time to time, together with a statement: (i) if the xxxx relates to a reimbursement, certifying that the amount for which reimbursement is sought for one or more of the above-described expenditures has been incurred or paid by the Holder and (ii) if the xxxx relates to an agreed annual or periodic administrative fee, certifying that the amount of the fee is in accordance with such agreement and with the foregoing provisions of this paragraph. Amounts so billed shall be paid by the Company within thirty (30) days after receipt of the xxxx by the Company. In the event the Company shall fail to make any other Imposition of the payments required by this Section 5.3(b)(ii), the unpaid amount shall continue as an obligation of the Company until fully paid, and shall accrue interest from such thirtieth day at the Default Interest Rate. The Holder shall be a third-party beneficiary of this Section 5.3(b)(ii) and shall be entitled to enforce the same against the Company. (iii) The Company shall timely pay all amounts required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions it under the Second Amended and shall be paid by Tenant; provided, however, that if at any time during the term Restated Memorandum of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of LandlordUnderstanding. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It is Tenant shall (i) pay all charges for water, sewer, and electricity used by Tenant during the purpose and intent Term of Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, and metering therefor; (ii) pay all telephone charges; and (iii) be responsible for the Minimum Rental due during prompt and sanitary storage of Tenant’s refuse and rubbish in the term of this LeasePremises. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition Any amounts required to be paid by Tenant pursuant hereunder and any charges or expenses incurred by Landlord on behalf of Tenant under the terms of this Lease shall be considered “Additional Rent” payable in the same manner and upon the same terms and conditions as the rent reserved hereunder. Any failure on the part of Tenant to this Section 5(b), in which event pay such Additional Rent when and as the same shall become due shall entitle Landlord to the remedies available to it for non-payment of rent. Tenant’s failure to object to any statement, invoice or billing rendered by the Landlord within a period of one hundred eighty (180) days after receipt thereof shall constitute Tenant’s acquiescence with respect thereto, and such statement, invoice or billing shall thereafter be deemed Impositions to be correct and shall be paid by an account stated between Landlord and Tenant; , provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the rightright to object to a subsequent unrelated statement, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payableinvoice, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premisesbilling. If Tenant requests that Landlord so electsprepare, Tenant agrees to review, or execute any and all documentation necessary document, consent or required and otherwise cooperate waiver in connection with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant Lease or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcelotherwise, Tenant shall be obligated to pay only to Landlord, as Additional Rent, a fee in the amount set forth on the fee schedule attached hereto as Exhibit F, to compensate Landlord for the cost of reviewing and processing any such request, and Landlord shall not be obligated to process any such request of Tenant until Tenant has paid Landlord the applicable processing fee. Nothing herein shall be deemed to require that portion Landlord consent to, execute or approve any document, consent or waiver submitted to Landlord by Tenant notwithstanding Tenant’s payment of the real applicable processing fee. Landlord acknowledges and agrees that Landlord’s fee schedule set forth on Exhibit F shall not apply to processing a Tenant objection to any statement, billing, or invoice rendered by Landlord pursuant to this Lease. (c) Payment by Tenant of a lesser amount than shall be due and shall be deemed to be payment on account, and shall not constitute an accord and satisfaction with respect to the underlying obligation. The acceptance by Landlord of a check for a lesser amount with an endorsement or statement thereon, or upon any fxxxxx accompanying such check, that such lesser amount is payment in full, shall be given no effect, and Landlord may accept such check without prejudice to any other rights or remedies which it may have against the Tenant. In addition to all liens upon and rights of setoff or recoupment against any money or property taxes of Tenant by law, Landlord shall have, to the extent permitted by law, a contractual security interest in and a right of setoff against all deposits, moneys or other charges assessed against improvements that are situated property of Tenant now or hereafter in the possession of or on deposit with Landlord. Each such’ security interest or right of setoff may be exercised without demand upon or notice to Tenant. No security interest or right of setoff shall be deemed to have been waived by any act or conduct on the Leased Premisespart of Landlord or by any neglect to exercise such right of setoff or to enforce such setoff and/or security interest or by any delay in so doing. Every right of setoff and/or security interest shall continue in full force and effect until such right of setoff and/or security interest is expressly waived or released by an instrument in writing executed by Landlord.

Additional Rent. (a) It is the purpose TAXES Tenant convenants and intent of Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants agrees to pay, before any fineas Additional Rent, penaltywith respect to each calendar or other tax year beginning or ending during the Term hereof, interest or cost may be added thereto for the non-payment thereofan amount equal to Tenant's Pro Rata Share, as additional rentset forth in the Basic Data, all taxes, assessments of the real estate taxes (including but not limited tobetterment's and other special assessments) allocated to the Building and Lot for such tax year. If there shall be more than one taxing authority, the real estate taxes for any period shall be the sum of the real estate taxes for said period attributable to each taxing authority. Tenant's Pro Rata Share of the real estate taxes shall be adjusted for and with respect to any partial tax years on a per diem basis. The expression "real estate taxes" shall include all assessments for public improvements or benefitsgeneral and special assessments, whether or not commenced or completed within the term of this Lease and so-called business improvement district called, rent taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental chargescharges which may be charged, general assessed or imposed upon the Building and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which Lot or Landlord. If at any time during the term hereof the present system of this Lease may have been or may ad valorem taxation of real property shall be assessed, levied, confirmed, imposed upon, or grow to become due or payable out changed so that in lieu of the ad valorem tax on real property in whole or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu ofpart, or in addition thereto, there shall be assessed on Landlord a capital levy or other tax on, but not limited to, the foregoingAnnual Rent and/or any Additional Rent ("Gross Rents") received with respect to the Building and Lot, or a capital levyfederal, gross receipts state, county, municipal or other tax directly on the rents received therefrom and/or a franchise tax local income, franchise, excise or an similar tax, assessment, levy or charge (distinct from any method of taxation prevailing at the commencement of the Term hereof)a measured by or based, in whole or in part, upon any such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposesGross Rents, then any and all of such taxes, assessments, levies and or charges, or to the part thereof so measured or basedextent that the same would be payable if the Building and Lot were the only property of Landlord subject to them, and if the income from the Building and Lot were the only taxable income of Landlord during the year in question, shall be deemed to be included within the term "Impositionreal estate taxes". Notwithstanding anything to the contrary herein, "real estate taxes" shall not include Landlord's Federal or State or any income taxes as presently imposed. (b) TAX PAYMENTS Payment of Tenant's Pro Rate Share of the real estate taxes allocated to the Building and Lot shall be paid, as Additional Rent, monthly, and at the times and in the fashion herein provided for the purposes hereofpayment of Annual Rent. For an initial period from the Commencement Date until the end of the first full tax year in which the Building and/or Lot containing the Premises shall be assessed as a completed improvement, but only as distinguished from inprocess construction ("the full assessment year"), the amount so to be paid shall be the extent that such initial monthly payment reasonably fixed by Landlord on or about the Commencement Date. Promptly after the determination by any taxing authority of real estate taxes would be payable upon the Building and Lot or each tax year, Landlord shall make a determination of the Tenant's Pro Rata Share of the real estate taxes and if the Leased Premises were aforesaid payments theretofore made for such tax year by Tenant exceed Xxxxxx's Pro Rata Share of the only property of Landlordreal estate taxes such overpayments shall be credited against the payments thereafter to be made by Tenant pursuant to this paragraph; and if the real estate taxes for such tax year are greater than such payments theretofore made on account for such tax year, and Tenant shall pay and discharge the same as herein provided in respect such deficiency to Landlord within ten (10) days of demand therefore. Copies of tax bills submitted by Landlord with any such statement shall be conclusive evidence of the amount of real estate taxes charged, assessed or imposed. After the full assessment year, the initial monthly payment on account of Impositionsthe Tenant's Pro Rate Share of the real estate taxes shall be replaced each year by a payment which is one-twelfth (1-12th) of the Tenant's Pro Rate Share of the real estate taxes for the immediately preceding tax year. An equitable adjustment shall be made in the event of any change in the method or system of taxation from that which is now applicable, including without limitation any change in the dates and periods for which such taxes were levied. Tenant shall furnish pay all taxes upon its signs and other property in or upon the Premises and Tenant convenants and agrees to Landlordpay promptly when due all municipal, promptly after payment county state and federal taxes assessed against Tenant's leasehold interest and Xxxxxx's fixtures, furnishing, equipment, stock-in-trade, and other personal property of any kind owned, installed or existing in the Premises. For the purpose of this paragraph such taxes shall not be included within real estate taxes or Premiumsupon the Building and Lot. (c) COMMON AREAS Tenant and its officers, andemployees, agents, customers and invitees shall have the right, in common with respect Landlord and all others to any other Impositionswhom Landlord may from time to time grant rights, promptly upon request to use the common areas of Landlordthe Building and Lot for their intended purposes subject to such reasonable rules and regulations as Landlord may from time to time impose. Landlord warrants that available parking will in no event be less than that of the local code governing parking for said building. Tenant agrees after notice thereof to abide by such rules and regulations and to cause its officers, official receipts or other satisfactory proof evidencing payment employees, agents, customers and invitees to conform thereto. Landlord shall at all times have full control, management and direction of the common areas and the right to put the common areas to such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout use as the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to datelandlord may determine in its sole discretion. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if right at any time during and from time to time to change the term layout of this Leasethe common areas including, Tenant has been delinquent in making payments of Impositions or utility chargesbut without limitation, the failure of payment of which may result in a lien on the Leased Premisesright to add to or subtract from their shape and size and to alter their location; provided, then Tenant agrees that, upon notice to the Tenanthowever, Landlord shall always maintain such amount of parking in the common areas as may be required by local zoning law or ordinance at the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenantparking area's remittal thereoforiginal construction. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. Tenant shall also pay to Lessor from time to time as provided in this Lease an additional rent ("Additional Rent"). Additional Rent shall include (a) It is the purpose all other amounts and intent of Landlord and obligations which Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants herein assumes or agrees to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if under the terms and conditions set forth in this Lease, Tenant is to satisfy such obligation to a Person other than Lessor, Lessor shall have no claim to such amount as Additional Rent unless Lessor, to protect its rights after first giving notice to Tenant as herein provided and Tenant failing thereafter within the time herein provided to make such payment, shall have satisfied such obligation and demanded reimbursement from Tenant, (b) interest at any time during the term Interest Rate on such of the amounts and obligations as are payable to Lessor pursuant to the foregoing clause (a) and are not paid within 10 days after the due date (or, if a demand therefor is required by the terms of this Lease, then within 10 days after the method date of taxation shall be such that there shall be levieddemand), assessed or imposed on Landlord in lieu of, or in addition to, such interest to accrue from the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) due date or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing date of such income there demand, whichever is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposeslater, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlorduntil payment thereof, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's optioninterest at the Interest Rate on all installments of Holding Rent, if at Base Rent, Escalation Rent, Supplemental Rent and Participation Rent not paid within ten days after the due date, such interest to accrue from the due date thereof (except as to those portions of Escalation Rent, Supplemental Rent and Participation Rent payable as provided in the last sentence of Section 2.5) until payment. In the event of any time during failure on the term part of Tenant to pay any Additional Rent, Lessor shall have all the rights, powers and remedies provided for in this Lease, Tenant has been delinquent Lease in making payments the case of Impositions or utility charges, the failure of non-payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute Holding Rent or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereofBase Rent. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. Purchaser shall use commercially reasonable efforts to collect any Additional Rent for the Property operating year (a2024) It is the purpose and intent of Landlord and Tenant in which Closing occurs, where such Additional Rent first become due after Closing, but shall have no obligation to collect any Additional Rent for periods relating to operating years which ended prior to Closing. Additional Rent that the rent payable hereunder was collected before Closing but relate in part to a period after Closing shall be absolutely net apportioned as of the Closing Date and Purchaser shall receive a credit against the Purchase Price for any such Additional Rent attributable to Landlord so that this Lease periods from and after Closing. As soon as is reasonably practical, but in no event later than May 31, 2025, Purchaser shall yield, net to Landlord, the Minimum Rental due during the term prepare for Seller’s review and approval a reconciliation of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto Additional Rent for the non-payment thereofcalendar year 2024. Upon completion of an approved reconciliation of Additional Rent for the calendar year 2024, as additional rentPurchaser shall invoice and diligently pursue collection from the Tenant any outstanding Additional Rent and where appropriate, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within credit the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, Tenant any overpaid Additional Rent. Promptly after receipt by Purchaser of any kind and nature whatsoeversuch outstanding amounts from the Tenant, which at any time during Purchaser shall forward to Seller the term portion of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant amounts relating to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited calendar year 2024 prior to the acquisitionClosing Date. Within thirty (30) days after completion of an approved reconciliation of Additional Rent for the calendar year 2024, leasing, use, or value thereof) or Seller shall pay to Purchaser the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of any proper credit due the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only Tenant relating to the extent that such taxes would be payable if calendar year 2024 prior to the Leased Premises were the only property of Landlord, Closing Date. Purchaser and Tenant Seller shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, each act reasonably with respect to any other Impositions, promptly upon request the reconciliation of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of LandlordAdditional Rent set forth above. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. Beginning with the Sublease Commencement Date and continuing to the Sublease Expiration Date, Subtenant shall pay to Sublandlord as additional rent for this subletting the cost of all expenses, costs and charges payable to Landlord or to third party providers by Sublandlord resulting from Subtenant's use of the Sublease Premises, and the Building including, without limitation, Subtenant's pro rata share of the cost of all operating expenses (a) It is including Building maintenance, common area expenses, insurance premiums for casualty insurance maintained by Sublandlord with respect to the purpose Building (but excluding any insurance coverages for Subtenant's personal property), security, janitorial and intent refuse disposal (excluding hazardous materials used, stored or disposed of Landlord and Tenant that the rent payable hereunder by Subtenant which shall be absolutely net Subtenant's sole responsibility) services provided by Sublandlord), and real estate taxes, applicable to Landlord so that the Sublease Premises which are allocable to Subtenant's use of the Sublease Premises in accordance with this Lease shall yieldSublease. With Sublandlord's prior written consent, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost which consent may be added thereto subject to commercially reasonable conditions, Subtenant may separately contract for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in services otherwise provided by Sublandlord with respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of Sublease Premises. Notwithstanding the foregoing, together with Sublandlord shall notify Subtenant of any non-recurring major expenditures which give rise to the payment of additional rent where the Subtenant's allocated portion of such expenditure is anticipated to cost in excess of Ten Thousand and all Premiums 00/100 Dollars (as hereinafter defined$10,000.00), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at in no event shall Subtenant have any right of approval over the foregoing expenditures. Notwithstanding anything in this Section 4(c) to the contrary and without releasing Subtenant from any liability under the Original Sublease Agreement therefor, Subtenant shall not be required to pay any additional rent that is (i) allocable to any period of time during (A) prior to the term Commencement Date of this LeaseSublease or (B) following the expiration or sooner termination of this Sublease or (ii) payable as a result of a default by Sublandlord of any of its obligations under the Master Lease which are not attributable, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, either in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, any default of Subtenant hereunder. Subtenant shall have no obligation to pay for any taxes levied or value thereof) or the present or any future Improvements assessed on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlordvalue of Sublandlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only personal property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord located on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Sublease Premises.

Additional Rent. (a1) It is the purpose and intent of Tenant shall pay Landlord and Tenant that the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due as "Additional Rent" for each calendar year or portion thereof during the term Term Tenant's Share of this Leasethe sum of (x) Operating Costs incurred for such period, and (y) Taxes payable for such period. (b2) Prior to the beginning of each calendar year, Landlord shall notify Tenant covenants to payof Landlord's commercially reasonable estimate of Operating Costs, before any fine, penalty, interest or cost may be added thereto Taxes and Tenant's Additional Rent for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition")following calendar year. Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly Commencing on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements first day of January of each calendar year and continuing on the Leased Premises or the construction thereof and/or measured first day of every month thereafter in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposesyear, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord's prior estimate, Landlord may, no more than once in any calendar year, by notice to Tenant revise the estimate for such year and Additional Rent shall thereafter be sufficient at all times to payable based on the revised estimate. For the initial partial calendar year of the Term, Tenant shall pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required Landlord's estimate of Tenant's Additional Rent for the payment of any Imposition shall also be deposited with Landlord such period in equal monthly installments beginning on the first day of the first month during which of the Term. (3) Tenant may, upon written notice to Landlord delivered within thirty (30) days of Tenant's receipt of Landlord's estimate of Operating Costs and Taxes, elect to pay Taxes separately of Operating Costs. In the event Tenant elects to pay Taxes separately of Operating Costs, Tenant shall pay to Landlord Tenant's Share of Taxes no later than the latter of (i) the tenth day following receipt of written notice of the amount of Taxes then due or at (ii) thirty (30) days prior to the date Taxes are due and payable to the taxing authority. (4) As soon as reasonably practicable after the end of which an Imposition is due and payable without interesteach calendar year, penalty or liability and any interest earned on such funds and made available to but in no event later than May 1st, Landlord shall accrue furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the benefit year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord's statement within one hundred eighty (180) days after 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 permit Tenant reasonable access to Landlord's books and may records pertaining to Operating Costs, Taxes and Additional Rent for the year for the purpose of verification of the figures shown on the statement. Within the one hundred eighty (180) day period, Tenant may, upon ten (10) days advance, written notice, audit, inspect and copy the books and records of Landlord with respect to any costs or item which is passed through to Tenant. Any such audit or inspection performed by a third party contracted by Tenant shall be applied performed only on a non-contingent fee basis. Landlord must cooperate with Tenant in providing Tenant reasonable access to its books and records during normal business hours for this purpose. If the results of the audit shows an overcharge to Tenant of the actual amount owned by Tenant, Landlord against must, within thirty (30) days of completion of such audit, credit or refund to Tenant, at Landlord's election, any other sum then or which may become due hereunder from overcharge discovered by the audit. If the overcharge exceeds the actual Operating Costs by 3% Landlord must pay the reasonable costs of such audit. If such audit discloses an undercharge to Tenant, Tenant must pay Landlord the amount of such undercharge within thirty (30) days of completion of such audit. The parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord. No sum collected by 's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord under this Paragraph 5 based on Landlord's statement, nor shall constitute any failure of Landlord to deliver Landlord's statement in a trust fund and all timely manner relieve Tenant of such sums may be commingled with other assets of Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. (c5) At If Tenant's Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within thirty (30) days of Tenant's receipt of Landlord's optionstatement. If the total payments made by Tenant on account thereof exceed Tenant's Additional Rent as finally determined for such year, if Tenant's excess payment shall be credited toward the Rent next due from Tenant under this Lease. For any partial calendar year at any time the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of 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 Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums the case may be, within ten (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (1510) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal receipt of Landlord's final statement for the calendar year in which this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. (d6) Notwithstanding anything else herein Tenant shall pay all rental, excise, sales or transaction privilege taxes, if any, arising out of this Lease (excluding, however, state and federal personal or corporate income taxes measured by the income of Landlord from all sources) imposed by any taxing authority upon Landlord or upon Landlord's receipt of any rent payable by Tenant pursuant to the contrary, terms of this Lease ("Rental Tax"). Tenant shall pay any Rental Tax to Landlord in addition to and at the event that any portion same time as Base Rent is payable under this Lease. No such Rental Tax is imposed as of the Entire Parcel not forming part date of the Leased Premises shall be improved by Landlord or by any tenant or other occupant execution of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premisesthis Lease.

Additional Rent. (a1) It is Lessee shall pay Lessor as “Additional Rent” for each calendar year or portion thereof during the purpose and intent Term Lessee’s Share of Landlord and Tenant the amount (if any) by which Operating Costs for the period exceed Base Operating Costs. Lessee agrees that any Operating Costs that accrue or are incurred during the rent payable hereunder shall be absolutely net to Landlord so that Term of this Lease may be included in the calculation of Additional Rent, notwithstanding that such Operating Costs may be payable by Lessor in arrears. (2) Within ninety (90) days after the end of each calendar year following the Base Year, Lessor shall yieldfurnish Lessee a written statement showing in reasonable detail Lessor’s Operating Costs for the preceding calendar year and the Base Year, net to Landlordand showing the amount, if any, of any increase or decrease in the sums due from Lessee taking into account prior increases paid by Lessee (if any). However, the Minimum Rental failure of Lessor to supply such statement within said ninety (90) day period shall not constitute a waiver of Lessor’s right to collect for any current or past due Operating Cost overages during the term of this Lease. Lessor and Lessee intend that the obligations of the preceding sentence shall survive the expiration or earlier termination of this Lease. Concurrent with the monthly rent payment next due following Lessee’s receipt of such statement, Lessee shall pay to Lessor (in the case of an increase), or Lessor shall credit against the next rent due from Lessee (in the case of a decrease), an amount equal to the sum of (1) the difference between Operating Costs for the preceding calendar year and the Base Year less increases paid by Lessee (if any); and (2) one-twelfth (1/12th) of said increases for the current calendar year multiplied by the number of rent payments (including the current one) then elapsed in such calendar year. Thereafter the one twelfth (1/12th) shall be paid monthly with the rent until the adjustment the following year pursuant hereto. In no event shall the adjustment entitled Lessee to receive the benefit of a reduction in Building Operating Costs below the level of the initial Base Year during the term hereof. (b3) Tenant covenants As soon as reasonably practicable after the end of the Base Year and each calendar year thereafter, Lessor shall furnish Lessee a statement (the “Statement”) with respect to paysuch year, before any fineshowing Operating Costs, penaltyReal Property Taxes, interest or cost may be added thereto costs for Required Insurance, and Additional Rent for the non-payment thereofyear, as additional rentand the total payments made by Lessee with respect thereto. If Lessee disputes the amount of Additional Rent stated in the Statement, all taxesLessee may, assessments at Lessee’s own cost and expense, designate, within ninety (including but 90) days after receipt of that Statement, an independent certified public accountant to inspect Lessor’s records. Lessee is not limited toentitled to request that inspection, all assessments for public improvements or benefitshowever, whether or if Lessee is then in default under this Lease. The accountant must be a member of a regionally recognized accounting firm and must not commenced or completed within charge a fee based on the term amount of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during Additional Rent that the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow accountant is able to become due or payable out of or in respect of, or become a lien on, save Lessee by the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation inspection. Lessee must give reasonable notice to Lessor of the Leased Premisesrequest for inspection, and the inspection must be conducted in Lessor’s offices at a reasonable time or rentals or sales therefrom or activity conducted thereintimes. If, such franchises as may be appurtenant to after that inspection, Lessee still disputes the use or occupation Additional Rent, a certification of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same proper amount shall be deemed Impositions and made, at Lessee’s expense, by Lessor’s independent certified public accountant. That certification shall be paid by Tenant; final and conclusive, provided, however, that if at any time during such certification establishes that the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord Statement in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured question overstated Lessee’s Additional Rent obligations by or based, in whole or in part, upon such rents, the Leased Premises ten percent (including, but not limited to the acquisition, leasing, use, or value thereof10%) or more, Lessor shall pay the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion cost of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereofcertification, but only to the extent that such taxes would be payable if cost does not exceed the Leased Premises were amount of refund owing to Lessee. Any objection of Lessee to the only property Statement and resolution of Landlord, and Tenant any dispute shall pay and discharge not postpone the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after time for payment of any real estate taxes amounts due Lessee or PremiumsLessor based on the Statement, and, with respect nor shall any failure of Lessor to any other Impositions, promptly upon request deliver the Statement in a timely manner relieve Lessee of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times Lessee’s obligation to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord amounts due Lessor based on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of LandlordStatement. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. Lessee agrees to pay all Operating Expenses (aas defined in Section 10 below) It is for the purpose Premises. Within 90 days following the completion of each Fiscal Year, Lessor will provide to Lessee a statement showing in reasonable detail the Operating Expenses for the preceding Fiscal Year, the Additional Rent due, and intent Lessor's reasonable estimate of Landlord and Tenant Operating Expenses for the then current Fiscal Year. Lessee shall, on or before 30 days following receipt of said statement, pay to Lessor the amount of Additional Rent due as provided herein, less the amount of Additional Rent paid in advance (if any) during the preceding Fiscal Year. Any overpayment will be credited by Lessor to the next rental payment(s) due on or before 30 days after delivery of the statement to Lessee. Lessee agrees to pay Additional Rent each month thereafter, in addition to Base Rent, in an amount necessary to amortize the estimated Operating Expenses for the then current Fiscal Year over a period equal to the lesser of (i) the number of months remaining in the Term on a pro rata basis or (ii) the number of months remaining in the current Fiscal Year. Notwithstanding that the rent payable hereunder Term has expired or been terminated, Lessee shall be absolutely net remain liable for and agrees to Landlord so that this Lease shall yieldpay to Lessor within 30 days following receipt of an invoice therefor, net to Landlord, the Minimum Rental due during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto Operating Expenses for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements Fiscal Year during which the Term expired or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition")was terminated. Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord Lessee shall have the right, at Landlord's optionits expense and at a reasonable time, to require Tenant to: (i) audit Lessor's books relevant to the Additional Rent due under this Section. In the event Lessee determines that Lessor has overstated Lessee's Additional Rent in any Fiscal Year by greater than 3%, then Lessor agrees to promptly deposit with Landlord funds refund any overpayment to Lessee after written notice from Lessee, accompanied by evidence substantiating the overpayment, and to reimburse Lessee for Lessee's reasonable costs of the payment audit, not to exceed $1,000.00. If Lessor and Lessee are unable to agree upon the accuracy of current Impositions required to any such statement, either party may initiate a civil suit in any court of competent jurisdiction and the amount of said Additional Rent shall be paid by Tenant hereunder; to Lessor pending the rendering of a decision. The term "Fiscal Year", as used herein, shall mean Lessor's fiscal year for accounting purposes which currently is the 12-month period beginning January 1 and ending December 31. Lessor shall have the right to change the Fiscal Year, from time to time, and, in such event, Lessor shall notify Lessee in writing of such change. Lessee also agrees to pay to Lessor, as Additional Rent, a management fee (ii) deposit one-twelfth (1/12th"Management Fee") of 3% of the amount which would be sufficient at all times annual Base Rent. Lessee agrees to pay the Impositions payableManagement Fee each month, or estimated by Landlord or any Mortgagee in addition to be payableother Additional Rent and Base Rent, during each Fiscal Year in an amount necessary to amortize the ensuing twelve (12) months Management Fee and all additional funds required Additional Rent due for the payment then current Fiscal Year over a 12 month period. For the Fiscal Year in which the Term begins or ends, Lessee shall only be responsible for the amortized Management Fee and Additional Rent due for the months of any Imposition shall also be deposited with Landlord on each such Fiscal Year that the first day Lease is in force. This Section of the month during which or at the end of which an Imposition Lease is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice subject to the Tenant, Landlord may be the receiver terms of all bills for Impositions, utilities and any other operating expenses appurtenant Section 6. of Rider 1 to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It is the purpose and intent of Landlord and Tenant that the rent payable hereunder shall be absolutely net pay to third parties (or to Landlord so that this Lease shall yieldin the case of ad valorem taxes and property insurance for the Leased Premises, net and otherwise as applicable), as ADDITIONAL RENT (herein called): (i) all taxes, insurance, charges, costs and expenses which are reasonable and necessary for the operation and use of the Leased Premises by Tenant, or which Tenant assumes or agrees to Landlord, the Minimum Rental due during the term pay under any provisions of this Lease, together with all interest and penalties that may accrue thereon in the event of Tenant's failure to pay the same as herein provided; (ii) all other damages, costs and expenses which Landlord may suffer or incur and is entitled to reimbursement by Tenant as provided in this Lease; and (iii) any and all other sums which may become due, by reason of any default of Tenant or failure by Tenant to comply with the agreements, terms, covenants, and conditions of this Lease. If Tenant fails to provide Landlord with satisfactory evidence of the full payment of Additional Rent to third parties (where applicable) within thirty (30) days following written request by Landlord for such evidence, then except as otherwise provided, Landlord may at its option, but is under no obligation to, pay directly all past due amounts of Additional Rent to be paid by Tenant to any third party, and Tenant shall reimburse Landlord on demand for the Additional Rent so paid by Landlord. (b) Without limiting the generality of the foregoing, Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto shall pay ad valorem taxes and insurance for the non-payment thereofLeased Premises to Landlord in the same manner that Tenant is obligated to pay those expenses under that certain lease agreement dated as of December 1, 1999 (the EXISTING LEASE) between Landlord and Tenant relating to the Leased Premises. Tenant shall pay directly, as additional rentthey become due and payable, and before they become delinquent, AND SHALL INDEMNIFY, DEFEND, AND HOLD LANDLORD PARTIES HARMLESS AGAINST, all taxes, assessments (including but not limited tospecial assessments, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, charges of any every kind and nature whatsoever, which at any time during levied or assessed against the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent furniture, fixtures, and income received other improvements placed by or for Tenant from subtenants, any use, possession or occupation of in the Leased Premises, or rentals or sales therefrom or activity conducted thereinand shall promptly submit to Landlord evidence of such payment. During the Lease Term and at its sole cost and expense, such franchises as Tenant may be appurtenant to the use or occupation contest, on behalf of Landlord, any reappraisals of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income ad valorem tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Tenant, at its expense, may elect to inspect, audit, and copy Landlord's option, if at books and records concerning any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of Additional Rent which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay is reimbursed to Landlord, as additional rent hereunder all such sums at Landlord's (or other designated) offices during normal office hours, within 90 days after the date of any demand by Landlord for the applicable Additional Rent (the ADDITIONAL RENT STATEMENT), by giving Landlord at least 30 days' prior notice and specifying in that notice the particular documents which Tenant will require for its audit (the AUDIT INFORMATION). Any audit by Tenant is subject to proration as specifically provided the following: (1) No audit may be conducted if Tenant is in default under this LeaseLease at the time Tenant delivers its notice to Landlord requesting the audit or at the time the audit would be conducted. (2) within No subtenant or assignee may conduct an audit under this subparagraph or otherwise. (3) If Tenant retains a third party (the later AUDITOR) to audit any Additional Rent, the Auditor must be a nationally recognized accounting firm that is not being compensated by Tenant on a contingent fee basis or other "savings" based fee structure. Prior to conducting an audit, Tenant and the Auditor must execute a reasonably acceptable form of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior confidentiality agreement relating to the date audit. (4) Tenant may not be in the Landlord's (or other designated) offices for more than a total of 3 days. Landlord shall make reasonable efforts to provide Tenant on the first of those 3 days with any Audit Information which such bills are payable was requested in accordance with this Paragraph 11(c) and which is in Landlord's control. Tenant shall minimize any disruption to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Landlord's business while in Landlord's (or other designated) offices. (5) Tenant will shall deliver to Landlord a copy of such bills with three days of receipt thereof and deliver the audit to Landlord proof within 10 days after it is finalized. If Tenant disputes any Additional Rent Statement as a result of payment its audit and Landlord does not contest the accuracy of such bills simultaneously with Tenant's remittal thereofdispute within 15 business days after Landlord's receipt of Tenant's dispute notice, then Landlord shall revise the Additional Rent Statement accordingly. (d) Notwithstanding anything else herein Tenant's payment of Additional Rent to the contraryLandlord is governed by Paragraph 6(c). TENANT SHALL INDEMNIFY, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire ParcelDEFEND, and such improvement increases the real property taxes and other charges assessed AND HOLD ALL LANDLORD PARTIES HARMLESS FROM ALL CLAIMS, FINES, SUITS, LOSSES, COSTS, LIABILITIES, DEMANDS, EXPENSES, ACTIONS, AND JUDGMENTS (as described in subparagraph 5(b)COLLECTIVELY, CLAIMS) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased PremisesOF EVERY KIND AND CHARACTER ARISING OUT OF OR RELATING TO ADDITIONAL RENT.

Additional Rent. (a) It is All amounts, other than Base Rent, payable by Subtenant to Sublandlord pursuant to this Sublease, including, without limitation, any and all expenses, reimbursements, interest payments, fees, penalties, additional rent, or other charges of every nature whatsoever required by the purpose and intent of Landlord and Tenant that the rent payable hereunder terms hereof, shall be absolutely net to Landlord so that this deemed and constitute "Additional Rent" and, in the event of any non-payment thereof, Sublandlord shall have all of the rights and remedies provided herein, in the Prime Lease shall yieldor in law or at equity for non-payment of Base Rent, net to Landlord, the Minimum Rental due during the term of this LeaseAdditional Rent or any other rent. (b) Tenant covenants Subtenant's obligation to paypay Additional Rent hereunder shall survive the Expiration Date or sooner termination of the Term. Payment of all Additional Rent shall, before unless otherwise specifically set forth in this Sublease, be paid by the Subtenant to the Sublandlord within twenty (20) days after Subtenant receives written request (sent to the attention of the Chief Financial Officer therefor. All payments of Additional Rent shall be paid at the office of the Sublandlord, or such other place as Sublandlord may designate, by written notice to Subtenant, without any fine, penalty, interest setoff or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements deduction or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, diminution of any kind and nature whatsoever. (c) Subtenant shall pay Sublandlord, which at any time during the term of this Lease may have been or may be assessedas Additional Rent, levied, confirmed, imposed uponwith respect to each calendar year, or grow to become due or payable out portion thereof, included in the Term, Subtenant's pro rata share of or in respect ofthe real estate taxes (as finally determined after deducting any abatements, refunds, or become a lien on, rebates) applicable to the Leased Prime Lease Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation in excess of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant real estate taxes applicable to the use or occupation Prime Lease Premises with respect to the calendar year 1998. Subtenant's pro rata share shall be an amount equal to that proportion of the Leased Premises (all real estate taxes that the floor area of the foregoingSubleased Premises bears to the floor area of the Building. Sublandlord shall give written notice advising Subtenant of the amount of real estate taxes in any calendar year or portion thereof included in the Term, together with any a copy of the paid and all Premiums receipted tax xxxx and the Sublandlord's computation of the Subtenant's pro rata share, as well as an invoice with respect to the Subtenant's pro rata share. (d) Subtenant shall pay Sublandlord, as Additional Rent, with respect to each Lease Year, or portion thereof, included in the Term, Subtenant's pro rata share of the costs (excluding After Hour Charges, as hereinafter defined), payable by Subtenant or equivalent expenses attributable to other tenants of the Building) of the heating, ventilation, air conditioning, and together electricity (including costs with any respect to the repairs and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any maintenance of the same being equipment and systems providing the heating, ventilation and air conditioning and electricity, but excluding all individual improvements and/or replacements which cost in excess of $5,000.00, hereinafter sometimes referred to as an "ImpositionCapital Expenditures"), being provided to the Prime Lease Premises, including the Subleased Premises (hereinafter referred to as the "Operating Costs") in excess of the Operating Costs for such services with respect to the Lease Year commencing July 1, 1998. Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same Subtenant's pro rata share shall be deemed Impositions and shall be paid by Tenant; provided, however, an amount equal to that if at any time during proportion of the term Operating Costs that the floor area of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Subleased Premises (including, but not limited bears to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion floor area of the depreciation Building. Sublandlord shall give written notice advising Subtenant of the amount of Operating Costs in any Lease Year or interest deductions allowed for federal income tax purposesportion thereof included in the Term, then all together with a copy of the paid and receipted bills with respect to such taxesOperating Costs and the Sublandlord's computation of the Subtenant's pro rata share, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only as well as an invoice with respect to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant Subtenant's pro rata share. (e) Subtenant shall pay and discharge the same Sublandlord, as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, andAdditional Rent, with respect to any other Impositionseach tease Year, promptly upon request or portion thereof, included in the Term, Subtenant's pro rata share of Landlord, official receipts or other satisfactory proof evidencing payment the costs of such Imposition. In addition, Tenant shall furnish the services (excluding Capital Expenditures being provided by the Sublandlord pursuant to Landlord semi-annually, throughout the term Section 36(a)(iv) of this LeaseSublease (hereinafter referred to as the "Kitchen Costs"). Subtenant's pro rata share shall be an amount equal to that proportion of the Kitchen Costs that the number of employees and other persons employed and/or working for the Subtenant within the Subleased Premises bears to total number of employees and other persons employed and/or working within the Building. Sublandlord shall give written notice advising Subtenant of the amount of Kitchen Costs in any Lease Year or portion thereof included in the Term, together with a certificate executed by copy of the paid and receipted bills with respect to such Kitchen Costs and the Sublandlord's computation of the Subtenant's pro rata share, as well as an executive officer invoice with respect to the Subtenant's pro rata share. (f) Notwithstanding anything contained in this Sublease to the contract, Subtenant shall pay Sublandlord an "After Hours Charge", as Additional Rent, in the amount of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant fifteen dollars ($15.00) per hour with respect to: (i) promptly deposit with Landlord funds for each and every hour between the payment hours of current Impositions required to be paid by Tenant hereunder; 7:00 p.m. and 7:00 a.m. from Monday through Friday, and (ii) deposit one-twelfth (1/12th) of the amount each and every hour during Saturdays and Sundays, during which would be sufficient at all times to pay the Impositions payableSublandlord is providing heating, ventilation, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of the month during which or at the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for the benefit of Tenant and may be applied by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice air conditioning to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with TenantSublease Premises at Subtenant's remittal thereofrequest. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It is the purpose and intent of Landlord and Tenant that the rent payable hereunder Base Rent shall be absolutely net to Landlord, such that all costs, charges, expenses, Taxes, insurance premiums, cost of maintenance, repair and replacement to the Premises and all obligations of every kind and nature related to the Premises shall be paid by Tenant, and such costs and payments to be made by Tenant hereunder shall be deemed, for the purposes of securing the collection thereof, to be additional rent due and owing hereunder (“Additional Rent”), and Landlord so that shall have the same rights and remedies upon Tenant’s failure to make such payments as for the nonpayment of the Base Rent. Without limiting the generality of the foregoing, during the Term Tenant covenants and agrees to pay without notice, demand, setoff, deduction, abatement or counterclaim, and without relief from valuation or appraisement laws, all Taxes, and the same shall constitute Additional Rent if initially paid by Landlord on behalf of Tenant. (a) Should any governmental agency or political subdivision impose any taxes and/or assessments, whether or not now customary or within the contemplation of the Parties, either by way of substitution for Taxes presently levied and assessed against the Premises and MOB and any property of Tenant located on the Premises, or in addition thereto, other than Landlord’s personal income tax or any estate tax or inheritance tax, such taxes and/or assessments shall be deemed to constitute “Taxes” for the purpose of this Section and shall be paid by Tenant. Taxes shall be prorated for the first and last Lease Year of the Term, and as to Taxes for the last Lease Year, whether or not such Taxes are imposed before or after such termination, and Tenant’s obligation to pay its prorated share thereof shall yieldsurvive such termination. Tenant shall deliver to Landlord (i) not more than five (5) days after the due date of each Tax, net copies of the invoice for such Tax and the check delivered for payment thereof; and (ii) not more than thirty (30) days after the due date of each Tax, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Landlord, the Minimum Rental due during the term of this Lease. (b) Notwithstanding Section 4.2(a), until the Premises are separately assessed for Taxes, Landlord shall pay all Taxes, including the Premises, and Tenant covenants shall pay to Landlord its proportionate share of the Taxes in accordance with proportion of the area of the Premises bears to the total area assessed for purposes of Taxes, as reasonably determined by Landlord on the basis of information furnished by the Governmental Authority responsible for real estate valuation and assessment; provided, however, if the Premises are not separately assessed for Taxes but tax assessor’s work papers reflect a separate valuation for the improvements, then Tenant shall pay the taxes applicable to the improvements based on the information from the tax assessor’s work papers and the taxes attributable to the land shall be proportionately assessed as described above. Landlord agrees, at no expense or liability to Landlord, to reasonably cooperate with Tenant in connection with Tenant’s application to have the Premises separately assessed for real estate purposes. (c) Commencing with the first year the Premises are separately assessed for Taxes, Tenant may seek a reduction in the assessed valuation (for Tax purposes) of the Premises, the MOB and any property of Tenant located on the Premises, provided the same is done in good faith by and at Tenant’s sole cost and expense and in compliance with Section 11.8. No contest permitted hereunder, however, shall permit Tenant to defer payment of any such contested Taxes. Landlord may, at its option, pay the disputed amounts if Landlord determines in its sole judgment that payment is necessary to protect Landlord’s property. Provided there is not an Event of Default, Tenant shall be entitled to all refunds associated with Tenant’s successful prosecution of any such proceeding; provided, such refunds relate to periods of time during which Tenant is in possession of the Premises. All refunds related to periods of time other than during Tenant’s occupancy of the Premises shall belong to Landlord, or if there is an existing Event of Default, any refund shall belong to Landlord. If required by Applicable Law, Landlord shall join in any proceeding referred to in this Section; provided, however, Tenant shall pay, and shall indemnify and save Landlord harmless from, any and all costs and expenses associated with such proceedings. (d) If by law any Taxes are payable or, at the option of the taxpayer, may be paid in installments, Tenant may pay the same in installments at the time said installments become due and payable and in any event before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rent, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, nonpayment of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation of the Leased Premises, or rentals or sales therefrom or activity conducted therein, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined), and together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions", and any of the same being hereinafter sometimes referred to as an "Imposition"). Nothing herein contained shall require Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenantinstallment; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other ImpositionsTaxes, promptly upon request which are levied and assessed during the Term hereof, the foregoing shall not excuse Tenant from paying such installments thereof as may become due and payable after the expiration of Landlordthe Term, official receipts or other satisfactory proof evidencing and Tenant’s obligation with respect to the payment thereof shall survive the expiration of such Impositionthis Lease. (e) Tenant, at its expense, shall prepare and file all tax returns and reports in respect of any Taxes as may be required by Governmental Authorities. In additionthe event Governmental Authorities classify any property covered by this Lease as personal property, Tenant shall furnish to Landlord semi-annuallyfile all personal property tax returns in such jurisdictions where it may legally so file. (f) If an Event of Default occurs and while it remains uncured, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the rightTenant shall, at Landlord's option’s election, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on the first day of each month a sum equal to 1/12th of the month during Taxes assessed against the Premises for the preceding tax year, which or at the end sums shall be used by Landlord toward payment of which an Imposition is due and payable without interestsuch Taxes. Tenant, penalty or liability and any interest earned on such funds and made available demand, shall pay to Landlord shall accrue for any additional funds necessary to pay and discharge the benefit obligations of Tenant and may be applied pursuant to the provisions of this Section. The receipt by Landlord against any other sum then or which may become due hereunder of the payment of such Taxes by and from Tenant shall only be as an accommodation to Tenant, the mortgagees, and the taxing authorities, and shall not be construed as rent or income to Landlord. No sum collected by , Landlord serving, if at all, only as a conduit for delivery purposes; provided, however, if Tenant’s Leasehold Mortgagee requires an escrow for Taxes pursuant to a tax escrow or tax pledge agreement acceptable to Landlord and that Tenant makes monthly deposits equal to 1/12 of the Taxes, and agrees that all such deposits shall be used for Taxes, Landlord agrees that an escrow under this Paragraph 5 Section shall constitute a trust fund and all of such sums may not be commingled with other assets of Landlordrequired. (cg) At Landlord's optionTenant shall also pay all taxes, if at any time assessments, charges, deposits, and bills for utilities, including without limitation charges for water, gas, oil, sanitary and storm sewer, electricity, telephone service, and trash collection, which may be charged against the occupant of the Premises during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereofTerm. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.

Additional Rent. (a) It Effective as of the Extension Term Commencement Date, the Lease is hereby amended in all respects necessary to reflect that, in addition to the purpose Annual Rent as set forth above and intent without limiting Tenant's liabilities and obligations under the Lease that accrue prior to the Extension Term Commencement Date or relate to matters or events occurring prior to the Extension Term Commencement Date, the Lease shall be a "triple net lease," without regard to any base year or stops or caps, and any references to the contrary set forth in the Lease are hereby deleted in their entirety and of Landlord no force or effect, and Tenant that shall pay Tenant's Proportionate Share of Expenses, Taxes and Insurance Costs for the rent payable hereunder shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the Minimum Rental due Building during the term of this Lease. (b) Tenant covenants to pay, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, as additional rentExtension Term, all taxes, assessments (including but not limited to, all assessments for public improvements or benefits, whether or not commenced or completed within the term of this Lease as more particularly set forth on Exhibit C attached hereto and so-called business improvement district taxes or assessments) water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, license and permit and inspection fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the term of this Lease may have been or may be assessed, levied, confirmed, imposed upon, or grow to become due or payable out of or in respect of, or become made a lien on, the Leased Premises or any part thereof or any appurtenance thereto, any personal property, the rent and income received by Tenant from subtenants, any use, possession or occupation hereof. As of the Leased Premisesdate hereof, or rentals or sales therefrom or activity conducted thereinLandlord estimates that Tenant's Proportionate Share of (i) Expenses for calendar year 2017 shall equal $55,252.46, such franchises as may be appurtenant to the use or occupation of the Leased Premises (all of the foregoing, together with any and all Premiums (as hereinafter defined)ii) Taxes for calendar year 2017 shall equal $189,212.82, and together with any (iii) Insurance Costs for calendar year 2017 shall equal $13,636.96 (Tenant's Proportionate Share of Expenses, Taxes and all penalties, fines and/or interest thereon, being Insurance Costs are hereinafter sometimes collectively referred to as "Impositions", Shared Expenses," and any of Shared Expenses and all other amounts or charges due under the same being Lease by Tenant are hereinafter sometimes collectively referred to as an "ImpositionAdditional Rent"). Nothing herein contained The Shared Expenses shall require be payable by Tenant to pay income taxes assessed against Landlord, or any capital levy, corporate franchise, excess profits, estate, succession, inheritance or transfer taxes of Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by Tenant pursuant to this Section 5(b), in which event same shall be deemed Impositions and shall be paid by Tenant; provided, however, that if at any time during the term of this Lease, the method of taxation shall be such that there shall be levied, assessed or imposed on Landlord in lieu of, equal monthly installments of $21,508.52 (subject to increase as set forth in this Amendment) on or in addition to, the foregoing, a capital levy, gross receipts or other tax directly on the rents received therefrom and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such rents, the Leased Premises (including, but not limited to the acquisition, leasing, use, or value thereof) or the present or any future Improvements on the Leased Premises or the construction thereof and/or measured in whole or in part by Landlord's income from the Leased Premises if in computing such income there is not allowed as a deduction any significant portion of the depreciation or interest deductions allowed for federal income tax purposes, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term "Imposition" for the purposes hereof, but only to the extent that such taxes would be payable if the Leased Premises were the only property of Landlord, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. Tenant shall furnish to Landlord, promptly after payment of any real estate taxes or Premiums, and, with respect to any other Impositions, promptly upon request of Landlord, official receipts or other satisfactory proof evidencing payment of such Imposition. In addition, Tenant shall furnish to Landlord semi-annually, throughout the term of this Lease, a certificate executed by an executive officer of Tenant, stating that all Impositions have been paid to date. Landlord shall have the right, at Landlord's option, to require Tenant to: (i) promptly deposit with Landlord funds for the payment of current Impositions required to be paid by Tenant hereunder; and (ii) deposit one-twelfth (1/12th) of the amount which would be sufficient at all times to pay the Impositions payable, or estimated by Landlord or any Mortgagee to be payable, during the ensuing twelve (12) months and all additional funds required for the payment of any Imposition shall also be deposited with Landlord on before the first day of each calendar month (commencing on the month during which or at Extension Term Commencement Date). The foregoing estimate of Tenant's initial monthly payment of Shared Expenses does not reflect any taxes, if applicable, that apply to such payments. Tenant acknowledges that the end of which an Imposition is due and payable without interest, penalty or liability and any interest earned on such funds and made available to Landlord shall accrue for foregoing estimates do not supersede the benefit of Tenant specific provisions contained in Exhibit C and may be applied adjusted by Landlord against any other sum then or which may become due hereunder from Tenant to Landlord. No sum collected by Landlord under this Paragraph 5 shall constitute a trust fund and all of such sums may be commingled with other assets of Landlord. (c) At Landlord's option, if at any time during the term of this Lease, Tenant has been delinquent in making payments of Impositions or utility charges, the failure of payment of which may result in a lien as provided on the Leased Premises, then Tenant agrees that, upon notice to the Tenant, Landlord may be the receiver of all bills for Impositions, utilities and any other operating expenses appurtenant to the Leased Premises, the failure of payment of which may constitute or result in a lien on the Leased Premises. If Landlord so elects, Tenant agrees to execute any and all documentation necessary or required and otherwise cooperate with Landlord to effectuate such receipt by Landlord. If Landlord receives such bills, Tenant shall pay to Landlord, as additional rent hereunder all such sums (subject to proration as specifically provided in this Lease) within the later of (x) fifteen (15) days after billing by Landlord to Tenant or (b) twenty (20) days prior to the date on which such bills are payable to the applicable payees. Until such time as Landlord becomes the receiver of such bills, Tenant will deliver to Landlord a copy of such bills with three days of receipt thereof and deliver to Landlord proof of payment of such bills simultaneously with Tenant's remittal thereof. (d) Notwithstanding anything else herein to the contrary, in the event that any portion of the Entire Parcel not forming part of the Leased Premises shall be improved by Landlord or by any tenant or other occupant of such portion of the Entire Parcel, and such improvement increases the real property taxes and other charges assessed (as described in subparagraph 5(b)) against the Entire Parcel, then from and after such date and with respect to any such assessment relating to improvements on the Entire Parcel, Tenant shall be obligated to pay only that portion of the real property taxes and other charges assessed against improvements that are situated on the Leased Premises.Exhibit C.