Common use of Adjustment of Rent Clause in Contracts

Adjustment of Rent. (a) If, during any calendar year following the Base Year, the Operating Expenses (defined below) per square foot of rentable area in the Premises (obtained by dividing the total annual Operating Expenses by the then total net rentable area of the Building (which, however, shall not be less than the Building Rentable Area (defined below)) exceeds the Expense Stop per square foot of rentable area in the Premises (determined by dividing the Expense Stop by the then total net rentable area of the Building (which shall not be less than the Building Rentable Area)), Tenant shall pay to Landlord in accordance with paragraph 8(b) below and as additional Rent, an amount equal to the annual Operating Expenses per rentable square foot in excess of the Expense Stop per rentable square foot multiplied by the number of rentable square feet stated in paragraph 1(i) above. Any payment made with respect to the calendar year in which this Lease commences or terminates that is a partial year shall be prorated. Landlord may at its option make reasonable monthly or other periodic charges based upon the estimated increase in annual Operating Expenses. As of the Commencement Date, the total net rentable area of the Building is 29,600 square feet (the “Building Rentable Area”). On or before July 1 of each year while this Lease is in effect, Landlord shall provide to Tenant a written good faith estimate of such additional Rent to be paid by Tenant for the following calendar year (or portion thereof). During each calendar year or partial calendar year after the Base Year, Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Fixed Base Rent, an amount equal to such estimated additional Rent for such calendar year or part thereof divided by the number of months therein. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when actual Operating Expenses are available for each calendar year.

Adjustment of Rent. (a) If, during any calendar year following the Base Year, the Payment of Operating Expenses Costs and Real Estate Taxes. (defined belowi) per square foot of rentable area in the Premises (obtained by dividing the total annual Operating Expenses by the then total net rentable area of the Building (which, however, shall not be less than the Building Rentable Area (defined below)) exceeds the Expense Stop per square foot of rentable area in the Premises (determined by dividing the Expense Stop by the then total net rentable area of the Building (which shall not be less than the Building Rentable Area)), Tenant shall pay Prior to Landlord in accordance with paragraph 8(b) below and as additional Rent, an amount equal to the annual Operating Expenses per rentable square foot in excess of the Expense Stop per rentable square foot multiplied by the number of rentable square feet stated in paragraph 1(i) above. Any payment made with respect to the calendar year in which this Lease commences or terminates that is a partial year shall be prorated. Landlord may at its option make reasonable monthly or other periodic charges based upon the estimated increase in annual Operating Expenses. As of the Commencement Date, the total net rentable area of the Building is 29,600 square feet (the “Building Rentable Area”). On or before July 1 of each year while this Lease is in effect, Landlord shall provide to Tenant a written good faith an estimate of the amount owed for Tenant’s Proportionate Share of Operating Costs and Real Estate Taxes (as defined herein). Tenant, without further notice, shall pay to Landlord in monthly installments one-twelfth (1/12th) of such additional Rent estimate simultaneously with Tenant’s payment of Annual Base Rental. Any failure by Landlord to be paid by deliver any such estimate shall not relieve Tenant for of its obligations to pay Operating Costs and Real Estate Taxes as herein provided. Landlord shall provide an adjusted estimate to Tenant during the following first quarter of every subsequent calendar year (or portion thereof)during the Term. During each calendar year or partial calendar year after the Base YearUpon receipt of any such adjusted estimate, Tenant shall pay any true-up amounts (the difference between the amount paid prior to the adjusted estimate and the adjusted estimate) and one-twelfth (1/12th) of such adjusted estimate simultaneously with Tenant’s payment of Annual Base Rental. If, at any other time during the Term, it reasonably appears to Landlord that the Operating Costs or Real Estate Taxes for the current calendar year will vary from Landlord’s estimate, in advance concurrently with each monthly installment of Fixed Base Rent, an amount equal to such estimated additional Rent then Landlord may readjust the estimate for Operating Costs or the Real Estate Taxes for such calendar year by notice delivered to Tenant, and subsequent payments by Tenant for such calendar year will be based upon such estimate. (ii) Landlord shall deliver to Tenant, within one hundred twenty (120) days after the end of each calendar year during the Term, unless delayed by causes beyond Landlord’s reasonable control, a written statement (“Statement”) setting out in reasonable detail the amount of Operating Costs and Real Estate Taxes for the preceding calendar year. If the aggregate of monthly installments of Operating Costs and/or Real Estate Taxes actually paid by Tenant to Landlord differ from the amount due in the Statement, then, as the case may be, Tenant shall pay the difference to Landlord or part thereof divided Landlord shall issue a credit to Tenant against the Rent remaining to be paid hereunder for the difference, or if no Rent then remains to be paid, refund the difference to Tenant, without interest or penalty, within thirty (30) days after the date of delivery of the Statement. However, Landlord’s failure to provide said Statement by the number date set forth herein shall in no way excuse Tenant from its obligation to pay its pro-rata share of months thereinOperating Costs and Real Estate Taxes or constitute a waiver of Landlord’s right to xxxx and collect such pro-rata share of Operating Costs and Real Estate Taxes from Tenant. (iii) In the event Tenant disputes the amounts set forth in the Statement set forth in Section 5(a)(ii) above, upon no less than ten (10) business days’ prior written notice to Landlord, Tenant or Tenant’s in-house employees, or external auditors who are certified public accountants shall have the right to examine Landlord’s books and records as to amounts due in the Statement. Any amounts paid based on examination is subject to a confidentiality agreement executed by Tenant and Tenant’s in-house employees or external auditors, as applicable, and shall occur at the location where said records are maintained (if such an estimate records are generally maintained at the Building or elsewhere in the Denver, Colorado metropolitan area, they will be made available in the Denver, Colorado metropolitan area) during normal business hours. Tenant shall have ninety (90) calendar days after delivery of the Statement set forth in Section 5(a)(ii) above to provide Landlord with written notice of exception of any item in the Statement. Unless Tenant provides said written notice of exception detailing any disputed charges to Landlord within said time, Tenant shall conclusively be deemed to have accepted the accuracy of the Statement and to have waived any right to claim any readjustment in connection therewith. If Tenant makes such timely written notice of exception, a statement as to the proper amount of any item set forth in Tenant’s written notice of exception shall be subject to adjustment made by a reputable accounting firm and paid for by Tenant. Under no circumstances shall Tenant conduct a review of Landlord’s books and records whereby the person or firm performing the review operates on a contingency fee or similar payment arrangement or if there exists an uncured Event of Default as herein provided when actual Operating Expenses are available for each calendar yeardefined herein, by Tenant.

Adjustment of Rent. (a) IfBy mutual agreement, during any calendar year following Lessor and Lessee shall adjust the Base Rent allocated to each Hotel (as then set forth on Exhibit C hereto) at the commencement of each Lease Year, commencing on the Operating Expenses (defined below) per square foot first anniversary of rentable area in the Premises (obtained Commencement Date, which adjustment shall be based upon market factors affecting, and the financial performances of, the Hotels, including, without limitation, gross revenues, gross operating profits, occupancy rates and room rates, and which amount shall be reflected by dividing the total annual Operating Expenses an amendment to Exhibit C hereto. If Lessor and Lessee cannot agree as to such adjustment by the then total net rentable area of 20th day following such anniversary date, the Building (which, however, shall not be less than the Building Rentable Area (defined below)) exceeds the Expense Stop per square foot of rentable area in the Premises (determined by dividing the Expense Stop by the then total net rentable area of the Building (which shall not be less than the Building Rentable Area)), Tenant shall pay parties hereby agree to Landlord submit such adjustment to arbitration in accordance with paragraph 8(bArticle XXXVIII of the Form Participating Lease. Upon the transfer by Lessor of a Hotel as provided herein, other than in connection with a structured finance transaction, the Base Rent payable by Lessee pursuant to this Agreement will be reduced for all Lease Years following the Lease Year in which such transfer took place (the "Transfer Year") below by the amount of Base Rent allocated to such Hotel (the "Allocable Amount") and as additional Rent, the Base Rent payable for the remainder of the Transfer Year shall be reduced by an amount equal to the annual Operating Expenses per rentable square foot in excess product of the Expense Stop per rentable square foot Allocable Amount multiplied by the quotient of the number of rentable square feet stated full months (not including the month in paragraph 1(iwhich such transfer occurred) aboveremaining in the Transfer Year divided by 12. (i) If a Hotel is transferred by Lessor pursuant to the terms of this Agreement, other than in connection with a structured finance transaction, the Percentage Rent thresholds shall be reduced in the same proportion as the Gross Revenues of the transferred Hotel bear to the Gross Revenues of all Hotels (including the transferred Hotel) under this Agreement. Any Gross Revenues for purposes of this Section 2.4(b) shall be equal to (ii) If, during the term of this Agreement, any of the Hotels is totally or partially destroyed by a risk covered by the insurance described in the applicable Participating Lease, and Lessor decides to restore the Hotel pursuant to the terms of such Participating Lease and, further, as a result of such total or partial destruction of such Hotel, Lessee files, and receives payment made on, a claim with its insurance carrier under Lessee's business interruption insurance policy with respect to such total or partial destruction of such Hotel, then the calendar year in which this Lease commences or terminates that is a partial year Percentage Rent thresholds shall be prorated. Landlord may at its option make reasonable monthly or other periodic charges based upon reduced as provided in Section 2.4(b)(i) hereof, provided that such reduction shall only be in effect for a period commencing on the estimated increase in annual Operating Expenses. As date the event, for which insurance proceeds are received under Lessee's business interruption insurance policy, occurred and the date restoration of the Commencement Hotel is completed pursuant to the terms of the applicable Participating Lease (the "Restoration Date"). From and after the Restoration Date, the total net rentable area of Percentage Rent thresholds shall revert back to the Building is 29,600 square feet (the “Building Rentable Area”). On or before July 1 of each year while this Lease is in effect, Landlord shall provide to Tenant a written good faith estimate of such additional Rent to be paid by Tenant applicable amounts for the following calendar year (or portion thereof). During each calendar year or partial calendar year after the Base YearLease Year in question, Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Fixed Base Rent, an amount equal to such estimated additional Rent for such calendar year or part thereof divided by based on the number of months thereinHotels owned by Lessor as of the Restoration Date. Any amounts paid based on Increases and decreases, as applicable, in the amount of Percentage Rent payable by Lessee as a result of such an estimate initial reduction in the Percentage Rent thresholds and the subsequent increase of such thresholds, shall be subject to adjustment calculated as herein provided when actual Operating Expenses are available for of the end of each calendar yearLease Year.

Adjustment of Rent. (a) If, during any calendar year following A. In the Base Year, event that the Operating Expenses (defined belowin Paragraph 8 hereof) per square foot during any Operating Period (an "Operating Period" being defined as each calendar year beginning January 1 and ending December 31 of rentable area in each year during the Premises (obtained by dividing Term that commences after December 31, 2004) shall exceed the total annual actual Operating Expenses by the then total net rentable area of the Building (which, however, shall not be less than the Building Rentable Area (defined below)) exceeds the Expense Stop per square foot of rentable area in the Premises (determined by dividing the Expense Stop by the then total net rentable area of the Building (which shall not be less than the Building Rentable Area))for calendar year 2004, Tenant shall pay to Landlord in accordance with paragraph 8(b) below and when invoiced, as additional Rent, an amount equal to the annual Operating Expenses per rentable square foot in excess of the Expense Stop per rentable square foot multiplied by the number of rentable square feet stated in paragraph 1(i) above. Any payment made with respect to the calendar year in which this Lease commences or terminates that is a partial year shall be prorated. Landlord may at its option make reasonable monthly or other periodic charges based upon the estimated increase in annual Operating Expenses. As of the Commencement Date, the total net rentable area of the Building is 29,600 square feet (the “Building Rentable Area”). On or before July 1 of each year while this Lease is in effect, Landlord shall provide to Tenant a written good faith estimate of such additional Rent to be paid by Tenant for the following calendar year (or portion thereof). During each calendar year or partial calendar year after the Base Year, Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Fixed Base Rent, an amount equal to such estimated additional Rent for such calendar year Operating Period or part thereof divided by Periods, Tenant's pro rata share of the amount of such excess. For all calculations pursuant to the provisions of this Lease, the Rentable Area of the Building shall be deemed to be 108,418 square feet, and Tenant's pro rata share of such excess Operating Expenses shall be the amount of such excess times a fraction equal to the Rentable Area of the Premises over the Rentable Area of the Building. If the Term commences or expires on other than the beginning date of any Operating Period, the amount of additional Rent shall be reduced in proportion to the number of months thereindays of any such Operating Period not included within the Term. B. Landlord shall have the right to collect monthly from Tenant excess Operating Expenses owed or estimated to be owed by Tenant under this Paragraph 5, said monthly payments to be in such amounts as are reasonably estimated by Landlord. Any amounts paid based on Each such an estimate monthly payment shall be subject due and payable at the same time as the Rent provided for in Paragraph 4 hereof is due and payable. Landlord shall within a reasonable period after the close of each Operating Period for which additional Rent may be due under the provisions of this paragraph, give written notice thereof to adjustment as herein provided when actual Tenant, which notice shall also contain or be accompanied by a statement of the Operating Expenses are available during such Operating Period, and by a computation of such additional Rent. Failure of Landlord to give Tenant said notice within a reasonable period shall not be a waiver of Landlord's right to collect said additional Rent. When the Landlord presents Tenant with the above-referenced statement of amounts due by Tenant for each calendar yearexcess Operating Expenses under this Paragraph 5, Tenant shall promptly pay to Landlord the difference between Tenant's proportionate share of said excess and the amount of monthly payments made by Tenant attributable to said excess, or Tenant shall receive a credit therefor if said excess is less than the amount of monthly payments collected by Landlord attributable to said excess, said credit to be applied to future monthly payments attributable to future Operating Expense reimbursements.

Adjustment of Rent. The Periodic Rent percentage, Casualty Value, Termination Value and Early Purchase Date and Early Purchase Price tables attached hereto as Schedules 1, 2, 3 and 4 respectively, have been calculated on the assumptions (athe "PRICING ASSUMPTIONS") Ifset forth in Exhibit D hereto. If for any reason the Closing Date or the Transaction Costs related to the Facility set forth in Exhibit D hereto shall prove to be incorrect, during any calendar year following then the Base YearOwner Participant acting in good faith shall, prior to the first Rent Payment Date, recompute the factors for Periodic Rent, the Operating Expenses (defined below) per square foot of rentable area Casualty Value and Termination Value tables and the Early Purchase Date and Early Purchase Price in order to provide the Premises (obtained by dividing Owner Participant with the total annual Operating Expenses by same Net Economic Return as if such assumptions were accurate; PROVIDED, that such adjustments shall comply with the then total net rentable area Guidelines and all provisions of the Building (whichCode and the Treasury Regulations thereunder, howeverin each case as in effect on the date of such adjustment, shall not be less than the Building Rentable Area (defined below)) exceeds the Expense Stop per square foot of rentable area in the Premises (determined by dividing the Expense Stop by the then total net rentable area including, without limitation, Section 467 of the Building Code and the Treasury Regulations thereunder, in each case as in effect on the date of such adjustment; and PROVIDED, FURTHER, that (which i) each installment of Periodic Rent shall not be less than the Building Rentable Area)), Tenant shall pay to Landlord in accordance with paragraph 8(b) below and as additional Rent, an amount equal sufficient to pay on each installment date the annual Operating Expenses per rentable square foot in excess principal of, and interest on, the Series B Notes due on such date without acceleration, (ii) the Casualty Value and Termination Value as of the Expense Stop per rentable square foot multiplied by the number of rentable square feet stated in paragraph 1(i) above. Any payment made with respect to the calendar year in which this Lease commences or terminates that is a partial year any date shall be proratedsufficient to pay the aggregate unpaid principal amount of, and interest on, the Series B Notes outstanding as of such date and (iii) the Early Purchase Price shall at all times exceed the appraiser's estimated fair market value for the Early Purchase Date. Landlord may at its option make reasonable monthly or other periodic charges Such recomputation shall be based upon the estimated increase assumptions and methods of calculation utilized by the Owner Participant in annual Operating Expenses. As of computing the Commencement Date, the total net rentable area of the Building is 29,600 square feet (the “Building Rentable Area”)amounts thereof originally set forth in this Lease. On or before July 1 the first Rent Payment Date, the Owner-Trustee and the Lessee shall execute and deliver a Lease Supplement, substantially in the form of each year while this Lease is in effectExhibit E hereto, Landlord shall provide reflecting any revisions to Tenant a written good faith estimate of such additional Rent to be paid by Tenant for Schedules 1, 2, 3 and 4 hereto, and the following calendar year (or portion thereof). During each calendar year or partial calendar year after the Base Year, Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Fixed Base Rent, an amount equal to such estimated additional Rent for such calendar year or part thereof divided by the number of months therein. Any amounts paid based on such an estimate adjustments shall be subject to adjustment effective as herein provided when actual Operating Expenses are available for each calendar yearof said first Rent Payment Date.

Adjustment of Rent. (a) 6.1 If, during in any calendar year following or partial calendar year during the Base YearTerm hereof, the Operating Expenses Expenses, as hereinafter defined, of the Building should exceed SIX AND ONE-HALF Dollars (defined below$6.50) per rentable square foot of rentable area Rentable Area of Building (such excess being hereinafter referred to as the "Operating Expense Differential"), then, as Additional Rent for that year or partial calendar year, Tenant shall pay for each square foot of Rentable Area of Tenant an amount equal to the Operating Expense Differential, all in accordance with the Premises terms herein. 6.2 At the commencement of this Lease and at or prior to the commencement of any calendar year during the Term hereof, Landlord may deliver to Tenant a written estimate of any such Operating Expense Differential (obtained such estimate being hereinafter referred to as "Estimated Operating Expense Differential") which may be due hereunder during the year in which this Lease commences and for any such succeeding year as the case may be, whereupon the monthly rental for such full or partial calendar year shall be increased by dividing 1/12 of the total annual amount of the Estimated Operating Expense Differential of such year. 6.3 Statements showing the actual Operating Expenses by the then total net rentable area of the Building and Tenant's share thereof (which, however, hereinafter referred to as "Statement of Actual Adjustment") shall not be less than delivered by landlord to Tenant within a reasonable period of time after the Building Rentable Area end of any calendar year in which Estimated Operating Expense Differential was paid by Tenant or due to Landlord under the provisions hereof. Within thirty (defined below)30) exceeds days after the Expense Stop per square foot delivery by Landlord to Tenant of rentable area in the Premises (determined by dividing the Expense Stop by the then total net rentable area such Statement of the Building (which shall not be less than the Building Rentable Area))Actual Adjustment, Tenant shall pay to Landlord the amount by which the actual adjustment exceeds the amount paid by Tenant as Estimated Operating Expense Differential during said previous calendar year, or Landlord shall credit to Tenant the amount by which the Estimated Operating Expense Differential exceeded the Statement of Actual Adjustment. 6.4 The computations set forth in this Article shall be made on a calendar year basis, except if this Lease commences on a day other than the first day of a calendar year or terminates on a day other than the last day of a calendar year, in which event the computations shall be made on the basis of the proportion that the number of days that this Lease was in effect for such calendar year bears to 365. 6.5 For the purpose of this Lease, Operating Expenses shall mean any and all costs paid or incurred in a calendar year in connection with the operation, servicing, maintenance and repair of the Building determined in accordance with paragraph 8(bgenerally accepted accounting principles consistently applied (on an accrual basis) below and which shall include, but not be limited to, the following: (a) All real estate taxes, assessments, governmental levies, county taxes or any other governmental charge ordinary or extraordinary, unforeseen as additional Rentwell as foreseen, an amount equal of any kind or nature whatsoever which are or may be assessed or imposed upon the Building or Land under the laws of the United States, the State of Florida, the County of Hillsborough, the City of Tampa or any other political subdivision of any of the same as a substitute in whole or in part for taxes payable or hereinafter imposed on the Land or Building or resulting from or due to any change in method of taxation, or reappraisal or revaluation due to or resulting from any sale or refinancing of the Building or any interest therein, but excluding any income, franchise excise, corporation, estate, inheritance, succession, capital stock or transfer tax levied on Landlord to the annual Operating Expenses per rentable square foot extent that it is not a substitute in excess whole or in part for real estate taxes. (b) Compensation provided in the form of wages, salaries and such other compensation and benefits (including insurance, welfare, retirement, vacation, holiday, sick pay and other fringe benefits), as well as any adjustment thereto, for the following classes of employees, employees of agents, or agents of Landlord performing services rendered in connection with the management, operation and maintenance of the Expense Stop per rentable square foot multiplied by building: (i) property manager of the number Building; (ii) clerical and accounting staff; (iii) window cleaners, porters, janitors, cleaners, dusters, sidewalk shovelers, and miscellaneous handymen; (iv) watchmen, gardeners, caretakers, and persons engaged in patrolling and protecting the Building; (v) engineers, firemen, mechanics, electricians, plumbers and persons engaged in the operating and maintenance of rentable square feet stated the heating, air conditioning, ventilating, plumbing, electrical and elevator systems of the.Building; and (vi) carpenters, plasterers, painters, and other persons engaged in paragraph 1(iconnection with the management, operation and maintenance of the Building. (c) The uniforms of employees specified in subdivision (b) above and the cleaning, pressing and replacement thereof. (d) Payroll taxes, including federal and state employment taxes and social security taxes and any other such taxes that may exist or be created, payable in connection with the employment of any of the employees specified in subdivision (b) above. Any payment made . (e) Premiums and other charges incurred by Landlord with respect to the calendar year following insurance on employees specified in subdivision (b) above, and on the Building and if Landlord elects to self-insure some or all of the risks as would normally be covered by a reasonably prudent operator, an amount deemed to be equal to the amount which this Lease commences or terminates that is would have been incurred if insurance had been purchased; (i) fire, extended coverage, and special extended coverage, including windstorm, hail, explosion, riot, rioting attending a partial year shall be prorated. Landlord may at its option make reasonable monthly strike, civil commotion, aircraft, vehicle and smoke, and all risk; (ii) landslide, subsidence or other periodic charges based upon the estimated increase in annual Operating Expenses. As earth movement, flood, surface water, waves, tidal water or tidal waves, and overflow of streams or other bodies of water or spray from any of the Commencement Dateforegoing, all whether driven by wind or not, or whether caused by or attributable to earthquake, landslide, subsidence or other earth movement; (iii) public liability; (iv) elevators; (v) boiler damage, sprinkler leakage, water damage, legal liability, and pilferage on Building equipment and materials; (vi) worker's compensation for the total net rentable area employees specified in subdivision (b) above; (vii) health, accident, disability and group life on employees enumerated in subdivision (b)above as therein qualified; and (viii) other insurance which a reasonably prudent operator of a first-class office building would carry or which the holder of any mortgage affecting the Building or the Building and Land might require to be carried under the terms of such mortgage. (f) Costs, premiums, or penalties incurred for electricity, steam, gas, water or other utilities or fuels required in connection with the operation and maintenance of the Building, including electricity furnished by Landlord to tenants of the Building is 29,600 square feet pursuant to Section 18.1 (g) Water and sewer charges. (h) Repairs or maintenance of the “Building Rentable Area”). On and the Land and the cost of supplies, tools, material and equipment used in connection therewith. (i) Replacements of tools and equipment. (j) Charges of any independent contractor incurred in connection with operating, maintaining or before July 1 repairing the Building and it appurtenances, including but not limited to inspection and servicing of each year while this Lease is elevator, electrical, plumbing and mechanical equipment; and the furnishing of cleaning and janitorial services and cost of materials, tools, supplies and equipment used in effectconnection therewith. (k) Sales, use and excise taxes on goods and services purchased or provided by Landlord shall provide or an agent thereof to Tenant a written good faith estimate properly manage, operate and maintain the Building. (l) Taxes levied against and paid by Landlord on rents collected, excepting taxes levied and paid under the provisions of such additional Rent (a) above or taxes otherwise an obligation of and to be paid by Tenant pursuant to Section 5.4 hereof. (m) Taxes levied against and paid by Landlord on Tenant's Work or personal property of Tenant located in the Demised Premises to the extent landlord has not otherwise paid for the same under the provisions of (a) above or Tenant has not directly paid for the same pursuant to Section 8.14. (n) Vault or tunnel taxes, permits or rentals. (o) License, permit and inspection fees. (p) Auditor's fees for public accounting. (q) Legal fees of outside or special counsel retained by Landlord in connection with proceedings for the reduction of real estate taxes, labor relations, or other matters to the extend that the same shall be of general benefit to all tenants in the Building. (r) Cost of telephone, telegraph, postage, stationery supplies and other materials required for routine operation of the property manager's office. (s) Cost of visitor parking spaces made available by Landlord to customers, visitors, invitees, etc. of building tenants at a rate per parking space so made available equal to that monthly rental rate then being quoted to Building tenants for parking spaces therein. (t) Association dues and subscriptions. (u) Any and all management and other fees relating to the operation and continued occupancy of the Building. (v) Rest room keys, security passes, directory strips, control cards. (w) Amortization of capital improvements which will improve Building operating efficiencies or which may be required by governmental authorities, with interest at the rate of one percent (1%) per annum in addition to the then prime interest rate as charged and defined by Chemical Bank of New York on the unamortized amount. (x) Such other expenses and costs of any nature whatsoever, whether or not herein mentioned, which would be construed as an operating expense by a reasonably prudent operator and in accordance with sound real estate management practices. 6.6 Notwithstanding anything contained in this Article, no expense incurred for the following calendar year shall be included in Operating Expenses: (a) Any repairs to the Building including the Demised Premises where the occurrence causing the damage or portion thereof). During each calendar year or partial calendar year after the Base Year, Tenant shall pay to loss necessitating repair is reimbursed by insurance carried by Landlord, or would be reimbursed by insurance as would have normally been carried by a reasonably prudent operator and for which a charge is includable under the provisions specified in advance concurrently with each monthly installment item (e) above. (b) Renovating space for new tenants or in renovating space vacated by any tenant. (c) Income, capital stock, estate or inheritance taxes payable by Landlord provided the same shall no have been levied as a substituted for or supplement to real property taxes. (d) Cost of Fixed Base Rentutilities charged to and payable by tenants, an amount equal including excess electricity pursuant to such estimated additional Rent Section 18.2, and any portion of Landlord's payroll, material and contract costs of the other services charged to tenants. (e) Costs incurred by Landlord for such calendar year or part thereof divided by tenant's alterations. (f) Cost of painting and decorating the number premises of months therein. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when actual Operating Expenses are available for each calendar yearother tenants.

Adjustment of Rent. Landlord's total cost of operating the Building (athe "Total Cost of Operation") If, during any calendar year following the Base Year, the Operating Expenses (defined below) is assigned a value of $5.00 per square foot of Premises Rentable Area per annum based on the total of 35,694 square feet of rentable area contained in the Premises (obtained by dividing the total annual Operating Expenses by the then total net rentable area of the Building (whichthe "Building Rentable Area"). Tenant agrees that the rent due under this Lease shall be subject to increase annually on a pro rata basis in the event that Landlord's total cost of operation is determined to be, howeveror is reasonably projected to be, greater than $5.00 per square foot of Premises Rentable Area per calendar year; or is greater than an amount proportionate to $5.00 per square foot of Premises Rentable Area for any partial calendar year. Tenant's pro rata portion of any such increases shall not be less than calculated by multiplying said increase by a fraction, the numerator of which shall be the square feet of Premises Rentable Area, and the denominator of which shall be the Building Rentable Area. Neither the Premises Rentable Area nor the Building Rentable Area (defined below)) exceeds the Expense Stop per square foot of rentable area in the Premises (determined by dividing the Expense Stop by the then total net rentable area of the Building (which shall not be less than the Building Rentable Area)), Tenant shall pay to Landlord in accordance with paragraph 8(b) below and as additional Rent, an amount equal to the annual Operating Expenses per rentable square foot in excess of the Expense Stop per rentable square foot multiplied by the number of rentable square feet stated in paragraph 1(i) above. Any payment made with respect to the calendar year in which this Lease commences or terminates that is a partial year shall be prorated. Landlord may at its option make reasonable monthly or other periodic charges based upon the estimated increase in annual Operating Expenses. As of the Commencement Date, the total net rentable area of the Building is 29,600 square feet (the “Building Rentable Area”). On or before July 1 of each year while this Lease is in effect, Landlord shall provide to Tenant a written good faith estimate of such additional Rent to be paid by Tenant for the following calendar year (or portion thereof). During each calendar year or partial calendar year after the Base Year, Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Fixed Base Rent, an amount equal to such estimated additional Rent for such calendar year or part thereof divided by the number of months therein. Any amounts paid based on such an estimate shall be subject to adjustment during the Term of this Lease, except by amendment to this Lease. This increase in rent is herein referred to as herein provided when actual Operating Expenses are available for each "Tenant's Proportionate Share of Landlord's Total Additional Cost of Operation." Subsequent to the initial calendar year, or initial partial calendar year, on or about March 15th of each year during the Term of this Lease, Landlord shall furnish to Tenant a reasonable projection of Landlord's Total Cost of Operation for the current calendar year. If the costs are projected to be greater than $5.00 per square foot of Premises Rentable Area per annum, Tenant shall pay as additional rent each month, commencing the month following the receipt of such projection, one twelfth (1/12) of Tenant's Proportionate Share of Landlord's Total Additional Cost of Operation (defined as Landlord's projected costs in excess of $5.00), plus the retroactive amount due from the first (1st) day of the current year through the month preceding the month the proportionate share is due. On or about March 15th of each year during the Term of this Lease, Landlord shall also furnish Tenant an itemized statement in reasonable detail of Landlord's actual Total Cost of Operation for the preceding calendar year. Landlord's Actual Total Cost of Operation for such calendar year shall be adjusted to reflect what said costs would have been if Building had been 100% occupied. Tenant shall be credited with prior projected costs received by Landlord. If credits to Tenant exceed Tenant's Proportionate Share of Landlord's Total Additional Cost of Operation, Tenant shall receive from Landlord a check in the amount of overpayment. In the event that actual costs exceed any prior payment by Tenant of projected costs, Tenant shall, within fifteen (15) days after receipt of said statement, pay to Landlord the amount of underpayment.

Adjustment of Rent. The Periodic Rent percentage, Casualty Value, Termination Value and Early Purchase Date and Early Purchase Price tables attached hereto as Schedules 1, 2, 3 and 4 respectively, have been calculated on the assumptions (athe "PRICING ASSUMPTIONS") Ifset forth in Exhibit D hereto. If for any reason the Closing Date or the Transaction Costs related to the Facility set forth in Exhibit D hereto shall prove to be incorrect, during any calendar year following then the Base YearOwner Participant acting in good faith shall, prior to the first Rent Payment Date, recompute the factors for Periodic Rent, the Operating Expenses (defined below) per square foot of rentable area Casualty Value and Termination Value tables and the Early Purchase Date and Early Purchase Price in order to provide the Premises (obtained by dividing Owner Participant with the total annual Operating Expenses by same Net Economic Return as if such assumptions were accurate; PROVIDED, that such adjustments shall comply with the then total net rentable area Guidelines and all provisions of the Building (whichCode and the Treasury Regulations thereunder, howeverin each case as in effect on the date of such adjustment, shall not be less than the Building Rentable Area (defined below)) exceeds the Expense Stop per square foot of rentable area in the Premises (determined by dividing the Expense Stop by the then total net rentable area including, without limitation, Section 467 of the Building Code and the Treasury Regulations thereunder, in each case as in effect on the date of such adjustment; and PROVIDED, FURTHER, that (which i) each installment of Periodic Rent shall not be less than the Building Rentable Area)), Tenant shall pay to Landlord in accordance with paragraph 8(b) below and as additional Rent, an amount equal sufficient to pay on each installment date the annual Operating Expenses per rentable square foot in excess principal of, and interest on, the Series A Notes due on such date without acceleration, (ii) the Casualty Value and Termination Value as of the Expense Stop per rentable square foot multiplied by the number of rentable square feet stated in paragraph 1(i) above. Any payment made with respect to the calendar year in which this Lease commences or terminates that is a partial year any date shall be proratedsufficient to pay the aggregate unpaid principal amount of, and interest on, the Series A Notes outstanding as of such date and (iii) the Early Purchase Price shall at all times exceed the appraiser's estimated fair market value for the Early Purchase Date. Landlord may at its option make reasonable monthly or other periodic charges Such recomputation shall be based upon the estimated increase assumptions and methods of calculation utilized by the Owner Participant in annual Operating Expenses. As of computing the Commencement Date, the total net rentable area of the Building is 29,600 square feet (the “Building Rentable Area”)amounts thereof originally set forth in this Lease. On or before July 1 the first Rent Payment Date, the Owner-Trustee and the Lessee shall execute and deliver a Lease Supplement, substantially in the form of each year while this Lease is in effectExhibit E hereto, Landlord shall provide reflecting any revisions to Tenant a written good faith estimate of such additional Rent to be paid by Tenant for Schedules 1, 2, 3 and 4 hereto, and the following calendar year (or portion thereof). During each calendar year or partial calendar year after the Base Year, Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Fixed Base Rent, an amount equal to such estimated additional Rent for such calendar year or part thereof divided by the number of months therein. Any amounts paid based on such an estimate adjustments shall be subject to adjustment effective as herein provided when actual Operating Expenses are available for each calendar yearof said first Rent Payment Date.

Adjustment of Rent. The Periodic Rent percentage, Casualty Value, ------------------ Termination Value and Early Purchase Date and Early Purchase Price tables attached hereto as Schedules 1, 2, 3 and 4 respectively, have been calculated on the assumptions (athe "Pricing Assumptions") Ifset forth in Exhibit D hereto. If for any reason the Closing Date or the Transaction Costs related to the Facility set forth in Exhibit D hereto shall prove to be incorrect, during any calendar year following then the Base YearOwner Participant acting in good faith shall, prior to the first Rent Payment Date, recompute the factors for Periodic Rent, the Operating Expenses (defined below) per square foot of rentable area Casualty Value and Termination Value tables and the Early Purchase Date and Early Purchase Price in order to provide the Premises (obtained by dividing Owner Participant with the total annual Operating Expenses by same Net Economic Return as if such assumptions were accurate; provided, that such adjustments shall comply with the then total net rentable area Guidelines and all provisions of the Building (whichCode and the Treasury Regulations thereunder, howeverin each case as in effect on the date of such adjustment, shall not be less than the Building Rentable Area (defined below)) exceeds the Expense Stop per square foot of rentable area in the Premises (determined by dividing the Expense Stop by the then total net rentable area including, without limitation, Section 467 of the Building Code and the Treasury Regulations thereunder, in each case as in effect on the date of such adjustment; and provided, further, that in such recomputation (which i) each installment of Periodic Rent shall not be less than the Building Rentable Area)), Tenant shall pay to Landlord in accordance with paragraph 8(b) below and as additional Rent, an amount equal sufficient to pay on each installment date the annual Operating Expenses per rentable square foot in excess principal of, and interest on, the Notes due on such date without acceleration, (ii) the Casualty Value and Termination Value as of the Expense Stop per rentable square foot multiplied by the number of rentable square feet stated in paragraph 1(i) above. Any payment made with respect to the calendar year in which this Lease commences or terminates that is a partial year any date shall be proratedsufficient to pay the aggregate unpaid principal amount of, and interest on, the Notes outstanding as of such date and (iii) the Early Purchase Price shall at all times exceed the appraiser's estimated fair market value for the Early Purchase Date. Landlord may at its option make reasonable monthly or other periodic charges Such recomputation shall be based upon the estimated increase assumptions and methods of calculation utilized by the Owner Participant in annual Operating Expenses. As of computing the Commencement Date, the total net rentable area of the Building is 29,600 square feet (the “Building Rentable Area”)amounts thereof originally set forth in this Lease. On or before July 1 the first Rent Payment Date, the Owner Trustee and the Lessee shall execute and deliver a Lease Supplement, substantially in the form of each year while this Lease is in effectExhibit E hereto, Landlord shall provide reflecting any revisions to Tenant a written good faith estimate of such additional Rent to be paid by Tenant for Schedules 1, 2, 3 and 4 hereto, and the following calendar year (or portion thereof). During each calendar year or partial calendar year after the Base Year, Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Fixed Base Rent, an amount equal to such estimated additional Rent for such calendar year or part thereof divided by the number of months therein. Any amounts paid based on such an estimate adjustments shall be subject to adjustment effective as herein provided when actual Operating Expenses are available for each calendar yearof said first Rent Payment Date.

Adjustment of Rent. The Periodic Rent percentage, Casualty Value, Termination Value and Early Purchase Date and Early Purchase Price tables attached hereto as Schedules 1, 2, 3 and 4 respectively, have been calculated on the assumptions (athe "Pricing Assumptions") Ifset forth in Exhibit D hereto. If for any reason the Closing Date or the Transaction Costs related to the Facility set forth in Exhibit D hereto shall prove to be incorrect, during any calendar year following then the Base YearOwner Participant acting in good faith shall, prior to the first Rent Payment Date, recompute the factors for Periodic Rent, the Operating Expenses (defined below) per square foot of rentable area Casualty Value and Termination Value tables and the Early Purchase Date and Early Purchase Price in order to provide the Premises (obtained by dividing Owner Participant with the total annual Operating Expenses by same Net Economic Return as if such assumptions were accurate; provided, that such adjustments shall comply with the then total net rentable area Guidelines and all provisions of the Building (whichCode and the Treasury Regulations thereunder, howeverin each case as in effect on the date of such adjustment, shall not be less than the Building Rentable Area (defined below)) exceeds the Expense Stop per square foot of rentable area in the Premises (determined by dividing the Expense Stop by the then total net rentable area including, without limitation, Section 467 of the Building Code and the Treasury Regulations thereunder, in each case as in effect on the date of such adjustment; and provided, further, that in such recomputation (which i) each installment of Periodic Rent shall not be less than the Building Rentable Area)), Tenant shall pay to Landlord in accordance with paragraph 8(b) below and as additional Rent, an amount equal sufficient to pay on each installment date the annual Operating Expenses per rentable square foot in excess principal of, and interest on, the Notes due on such date without acceleration, (ii) the Casualty Value and Termination Value as of the Expense Stop per rentable square foot multiplied by the number of rentable square feet stated in paragraph 1(i) above. Any payment made with respect to the calendar year in which this Lease commences or terminates that is a partial year any date shall be proratedsufficient to pay the aggregate unpaid principal amount of, and interest on, the Notes outstanding as of such date and (iii) the Early Purchase Price shall at all times exceed the appraiser's estimated fair market value for the Early Purchase Date. Landlord may at its option make reasonable monthly or other periodic charges Such recomputation shall be based upon the estimated increase assumptions and methods of calculation utilized by the Owner Participant in annual Operating Expenses. As of computing the Commencement Date, the total net rentable area of the Building is 29,600 square feet (the “Building Rentable Area”)amounts thereof originally set forth in this Lease. On or before July 1 the first Rent Payment Date, the Owner Trustee and the Lessee shall execute and deliver a Lease Supplement, substantially in the form of each year while this Lease is in effectExhibit E hereto, Landlord shall provide reflecting any revisions to Tenant a written good faith estimate of such additional Rent to be paid by Tenant for Schedules 1, 2, 3 and 4 hereto, and the following calendar year (or portion thereof). During each calendar year or partial calendar year after the Base Year, Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Fixed Base Rent, an amount equal to such estimated additional Rent for such calendar year or part thereof divided by the number of months therein. Any amounts paid based on such an estimate adjustments shall be subject to adjustment effective as herein provided when actual Operating Expenses are available for each calendar yearof said first Rent Payment Date.