Common use of Base Rental Clause in Contracts

Base Rental. (a) Lessee hereby agrees to pay to Lessor, without setoff or deduction whatsoever, in accordance with the Schedule of Base Rent attached hereto as EXHIBIT D ("Base Rental). Lessee shall also pay, as additional rent [or Forecast Additional Rent ], all such other sums of money as shall become due from and payable by Lessee to Lessor under this Lease (Base Rental, any adjustment thereto pursuant to Section 4 hereof, and all such other sums of money due from and payable by Lessee pursuant to this Lease are sometimes hereinafter collectively called "rent"), for the nonpayment of which Lessor shall be entitled to exercise all such rights and remedies as are herein provided in the case of the nonpayment of Base Rental. The annual Base Rental, together with any adjustment or increase thereto then in effect, shall be due and payable in advance in twelve (12) equal installments on the first 1st day of each calendar month during the term of this Lease, and Lessee hereby agrees so to pay such Base Rental and any adjustment or increase thereto to Lessor at Lessor's address provided herein (or such other address as may be designated by Lessor in writing from time to time) monthly, in advance, and without demand. If the term of this Lease commences on a day other than first (1st) day of a month or terminates on a day other than the last day of a month, then the installments of Base Rental and any adjustments thereto for such month or months shall be prorated, and the installment or installments so prorated shall be paid in advance. (b) In the event any installment of the Base Rental, or any other sums which may become owing by Lessee to Lessor under the provisions hereof are not received within Five (5) days after the due date thereof (without in any way implying Lessor's consent to such late payment), Lessee, to the extent permitted by law, agrees to pay, in addition to said installment of the Base Rental or such other sums owed, a late payment charge equal to ten percent (10%) (Late Fee) of the installment of the Base Rental or such other sums owed. Notwithstanding the foregoing, the foregoing late charges shall not apply to any sums which have been advanced by Lessor to or for the benefit of Lessee pursuant to the provisions of this Lease, it being understood that such sums shall bear interest, which Lessee hereby agrees to pay to Lessor, at the lesser of fifteen percent (15%) per annum or the maximum rate of interest permitted by law to be charged Lessee for the use or forbearance of such money.

Base Rental. (a) Lessee hereby agrees Subject to pay to Lessor, without setoff or deduction whatsoever, adjustments in accordance with Article 7 below, from and after the Schedule of Base Rent attached hereto as EXHIBIT D Rental Commencement Date Tenant shall pay to Landlord a base annual rental ("herein called “Base Rental”) equal to the Base Rental Rate set forth in Article 16) above multiplied by the Rentable Floor Area of Demised Premises set forth in Article l (g) above; provided, however, as a rental concession granted by Landlord in order .to accommodate Tenant’s orderly growth in the Demised Premises, solely with respect to 50,797 square feet of Rentable Floor Area of the Demised Premises, Tenant shall pay Base Rental calculated at the annual rate of $[**] per square foot (instead of the annual rate of $[**] per square foot) for the period commencing on the Rental Commencement Date and continuing until the date which is nine (9) months after the Rental Commencement Date (the “Inducement Period”). Lessee The location of such 50,797 square feet of Rentable Floor Area of the Demised Premises shall also paybe designated by Tenant in writing prior to the Rental Commencement Date and may be comprised of two or more separate, non-contiguous areas of the Demised Premises. Such reduction in Base Rental for the Inducement’ Period shall be applicable only if Tenant does not commence to occupy such 50,797 square feet of Rentable Floor Area for business operations during the Inducement Period, and in the event that Tenant does occupy any portion of such 50,797 square feet of Rentable Floor Area for business operations during the Inducement Period, then full Base Rental (calculated at the annual rate of $[**] per square foot) shall commence only with respect to the portion of such space occupied for business operations as additional rent [and when such space is so occupied. The aforesaid reduction in Base Rental for the Inducement Period shall be effective only if no monetary or Forecast Additional Rent ]material event of default by Tenant shall occur prior to or during the Inducement Period, and if any such monetary or material event of default shall occur prior to or during the Inducement Period, all such other sums of money as shall Base Rental which would have become due from and payable by Lessee Tenant to Lessor under this Lease (Landlord but for the reduction in Base Rental, any adjustment thereto pursuant to Section 4 hereof, and all such other sums of money Rental set forth in the foregoing proviso shall become immediately due from and payable by Lessee pursuant Tenant to this Lease are sometimes hereinafter collectively called "rent"), for the nonpayment of which Lessor shall be entitled to exercise all such rights and remedies as are herein provided in the case of the nonpayment of Base Rental. The annual Base Rental, together with any adjustment or increase thereto then in effect, shall be due and payable in advance in twelve (12) equal installments on the first 1st day of each calendar month during the term of this Lease, and Lessee hereby agrees so to pay such Base Rental and any adjustment or increase thereto to Lessor at Lessor's address provided herein (or such other address as may be designated by Lessor in writing from time to time) monthly, in advance, and without demand. If the term of this Lease commences on a day other than first (1st) day of a month or terminates on a day other than the last day of a month, then the installments of Base Rental and any adjustments thereto for such month or months shall be proratedLandlord, and the installment or installments so prorated aforesaid reduction in Base Rental shall be paid in advance. (b) In inapplicable for the event any installment remaining portion of the Inducement Period. As an example to illustrate the calculation of monthly Base RentalRental during the Inducement Period, assuming that Tenant does not commence to occupy any portion of such 50,797 square feet of Rentable Floor Area for business operations during the Inducement Period and that no monetary or any other sums which may become owing material event of default by Lessee Tenant shall occur prior to Lessor under or during the provisions hereof are not received within Five Inducement Period, the monthly Base Rental during the Inducement Period shall be in the amount of $[**] calculated as follows: (560,000 SF x $[**] - 12) days after + (50,797 SF x [**] ÷ 12) = $[**]. [**] The asterisks denote that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the due date thereof (without in any way implying Lessor's consent to such late payment), Lessee, Securities and Exchange Act of 1934. The confidential portions have been submitted separately to the extent permitted by law, agrees to pay, in addition to said installment of the Base Rental or such other sums owed, a late payment charge equal to ten percent (10%) (Late Fee) of the installment of the Base Rental or such other sums owed. Notwithstanding the foregoing, the foregoing late charges shall not apply to any sums which have been advanced by Lessor to or for the benefit of Lessee pursuant to the provisions of this Lease, it being understood that such sums shall bear interest, which Lessee hereby agrees to pay to Lessor, at the lesser of fifteen percent (15%) per annum or the maximum rate of interest permitted by law to be charged Lessee for the use or forbearance of such moneySecurities and Exchange Commission.

Base Rental. (a) Lessee 4.1 Section 2.02 of the Original Lease is amended to change the Base Rental to the amounts as follows: Subject to any Base Rental adjustments as set forth herein, Tenant hereby agrees to pay to LessorLandlord a Base Rental per square foot, without setoff or deduction whatsoeverper year, payable in accordance with monthly installments, for the Schedule of Leased Premises as per the following schedule: Commencement Date through: First year: $ 13.41 Second year: 14.61 Third year: 14.91 Fourth year: 15.66 Fifth year: 16.41 Sixth year: 15.26 Seventh year: 15.61 Eighth year: 15.96 Ninth year: 16.31 Tenth year: 16.66 4.2 In respect to any space within the Leased Premises that Tenant is not using ("unused space"),the Base Rent attached hereto as EXHIBIT D Rental for such space shall be suspended ("Base Rental)Rental Abatement") for any day that Tenant is not using such space as herein set forth. Lessee The amount of any Base Rental Abatement shall also payequal the number of square feet of such Net Rentable Area of unused space multiplied by the per square foot Base Rent applicable to the Leased Premises at the time in question, pro-rated per diem. Tenant shall designate the unused area of space by providing a written notice to Landlord, specifying therein the applicable number of square feet, the applicable amount of Base Rental Abatement and the date on which the non-use commenced. Similarly, if Tenant resumes use of any space that has been designated as additional unused space, Tenant shall designate the unused space that Tenant is returning to use by providing a written notice to Landlord, specifying therein the applicable number of square feet, the applicable amount of Base Rental Abatement that ceases to apply to such space and the date on which the resumption of use of such space commenced. The monthly rent [or Forecast Additional Rent ], all payments shall be adjusted to reflect such other sums of money changes as shall become due from and payable by Lessee to Lessor under this Lease (Base Rental, any adjustment thereto pursuant to Section 4 hereofthey occur, and all such other sums Additional Rental Adjustments shall apply only to Leased Premises less the amount of money due from and payable by Lessee pursuant to this Lease are sometimes hereinafter collectively called "rent"), for the nonpayment of which Lessor shall be entitled to exercise all such rights and remedies as are herein provided in the case of the nonpayment of Base Rental. The annual Base Rental, together with any adjustment or increase thereto then in effect, shall be due and payable in advance in twelve (12) equal installments on the first 1st day of each calendar month during the term of this Lease, and Lessee hereby agrees so to pay such Base Rental and any adjustment or increase thereto to Lessor at Lessor's address provided herein (or such other address as may be designated by Lessor in writing unused space that exists from time to time) monthly. Except for temporary cubicle structures or office furnishings occupying such space, in advanceTenant shall not use any such unused space for storage or any other purposes. The unused space for which any Base Rental Abatement applies on and following the Commencement Date, and without demandwhich will continue to apply until changed by written notice as aforesaid,is Two Thousand Two Hundred Thirty Three (2233) square feet on the 2nd floor as shown on Exhibit 4.2 ("Initial Unused Space"). If Accordingly, the term amount of this Lease commences on a day other than first (1st) day rent set forth in Section 4.1 is the Base Rental per square foot for the Leased Premises, and the number of a month or terminates on a day other than square feet of unused space existing from time to time shall be deducted from the last day total Net Rentable Area of a month, then the installments Leased Premises to arrive at the amount of Base Rental and any adjustments thereto due for the corresponding month. When making a designation of space to become unused space, or space that is being returned to use, as hereinabove provided, Tenant shall have, at the time of such month or months designation, a good faith expectation that such designated space will remain so classified for not less than three months. Notwithstanding anything to the contrary contained herein, the aggregate amount of space which Tenant will be allowed to classify as unused space shall be proratednot exceed four thousand five hundred (4,500) square feet. 4.3 Tenant has been paying rent based on the lease of space existing prior to the Effective Date of this Third Lease Amendment, and the installment or installments so prorated rent for the period beginning January 1, 2002, shall be adjusted by charging Tenant the amount of rent due under this Third Lease Amendment beginning January 1, 2002, and crediting Tenant with the amount of rent that Tenant has paid for the months beginning January 1, 2002, and the difference shall be settled by adjusting the amount of rent that Tenant will pay to Landlord when Tenant makes its rent payment ($12,526.22) due to Landlord for April, as set forth in advanceExhibit 4.3 attached hereto. (b) In 4.4 Landlord has sent an invoice to Tenant to charge for Tenant's share of increases in Building expenses for the event any installment years 1999-2000, and, subsequently, an invoice for January, 2001 through October, 2001. Landlord and Tenant have agreed to settle the amount of the Base Rentalinvoice for the years 1999-2000 by reducing same by 50%, or any other sums which may become owing by Lessee Tenant has paid. Regarding the invoice for the 2001 period, it is agreed that Tenant will add to Lessor under its rent for the provisions hereof are not received within Five (5) days after months of April, 2002, through March, 2003, the due date thereof (without amount of $2,000 per month in any way implying Lessor's consent to such late payment), Lessee, to the extent permitted by law, agrees to pay, in addition to said installment final settlement of the Base Rental or such other sums owed, a late payment charge equal aforesaid invoice for 2001. 4.5 The "calendar year" referred to ten percent in the first sentence of Section 2.03 (10%) (Late Feea) of the installment Original Lease shall mean the calendar year commencing January 1, 2002. The "Base Year" established in Section 2.03 (c) of the Base Rental or such other sums owed. Notwithstanding the foregoing, the foregoing late charges shall not apply to any sums which have been advanced by Lessor to or for the benefit of Lessee pursuant Original Lease is hereby changed to the provisions of this Lease, it being understood that such sums shall bear interest, which Lessee hereby calendar year 2002. Landlord agrees to be diligent and to use its best efforts for provide to Tenant the statement comparing the Base Year's Operating Expenses and Operating Expenses for each such calendar year and other information as set forth in Section 2.03 (d) of the Original Lease within the one hundred twenty (120) day period as set forth therein, and the failure by Landlord to provide said statement and information within one hundred eighty (180) days shall result in Tenant's having no obligation to pay to Lessor, at the lesser of fifteen percent (15%) per annum or the maximum rate of interest permitted by law to be charged Lessee for the use or forbearance of such moneyTenant's Additional Rental Adjustment as set forth therein.

Base Rental. a. Commencing on the Temporary Rent Commencement Date, the Annual Rent, Rent Adjustment, Electrical Charge and Tenant's Proportionate Share of any excess Expenses, Taxes and Insurance Costs as to the Temporary Premises only (awhich amounts shall be in addition to and not in lieu of the Annual Rent, Rent Adjustment, Electrical Charge and Tenant's Proportionate Share of any excess Expenses, Taxes and Insurance Costs payable as to the Existing Premises) Lessee hereby agrees to pay to Lessor, without setoff or deduction whatsoever, shall be determined in accordance with the Schedule provisions of Base this Paragraph 3. The Annual Rent, Rent attached hereto Adjustment, Electrical Charge and Tenant's Proportionate Share of any excess Expenses, Taxes and Insurance Costs as EXHIBIT D ("Base Rental). Lessee to the Temporary Premises shall also pay, as additional rent [or Forecast Additional Rent ], all such other sums of money as shall become due from be payable in accordance with the timing and payable by Lessee to Lessor under this Lease (Base Rental, any adjustment procedures applicable thereto pursuant to Section 4 hereofArticle 3 of the Lease. b. During the Initial Temporary Lease Term, with respect to the Temporary Premises only, Tenant shall pay an annual amount (prorated based on the number of months in the Initial Temporary Lease Term) equal to the (i) Annual Rent Rate for the applicable period identified below, multiplied by (ii) the number of square feet of Net Rentable Area comprising the Expansion Premises: Months 1 through 6 $25.00 Full Service Upon the expiration of the Initial Temporary Lease Term, the lease term for the Temporary Premise shall continue thereafter on a month-to-month basis ("Month-to-Month Term") which basis shall be terminated upon 30 days' notice by either party ("Termination Date"). During the Month-to-Month Term, Tenant shall pay monthly rent to Landlord, with respect to the Temporary Premises only, as follows: (1) If, on or before December 31, 2013, Tenant and all such other sums Landlord have fully-executed an amendment to the Lease regarding the expansion and extension of money due from and payable by Lessee pursuant to this Lease are sometimes hereinafter collectively called Tenant's lease of Suite 750 in the Building ("rentSuite 750 Amendment"), for then the nonpayment of which Lessor monthly rent shall be entitled calculated on the basis of an Annual Rent equal to exercise all such rights Twenty-Five and remedies as are herein provided in the case No/Dollars ($25.00) per rentable square foot of the nonpayment of Base Rental. The annual Base Rental, together with any adjustment or increase thereto then in effect, shall be due and payable in advance in twelve (12) equal installments on the first 1st day of each calendar month during the term of this Lease, and Lessee hereby agrees so to pay such Base Rental and any adjustment or increase thereto to Lessor at Lessor's address provided herein (or such other address as may be designated by Lessor in writing from time to time) monthly, in advance, and without demand. If the term of this Lease commences on a day other than first (1st) day of a month or terminates on a day other than the last day of a month, then the installments of Base Rental and any adjustments thereto for such month or months shall be prorated, and the installment or installments so prorated shall be paid in advanceTemporary Premises. (b2) In If Tenant and Landlord have not fully-executed the event any installment Suite 750 Amendment but are then diligently negotiating the same, the monthly rent for the month of January 2014 shalt be calculated on the basis of an Annual Rent equal to Twenty-Five and No/Dollars ($25.00) per rentable square foot of the Base Rental, or any other sums which may become owing by Lessee to Lessor under Temporary Premises; (3) If Tenant and Landlord have not fully-executed the provisions hereof Suite 750 Amendment and are not received within Five then diligently negotiating the same, the monthly rent for the month of January 2014 shall be calculated on the basis of an Annual Rent equal to Thirty-Seven and 50/Dollars (5$37.50) days after per rentable square foot of the due date thereof Temporary Premises; (without in any way implying Lessor's consent to such late payment), Lessee, 4) Notwithstanding anything to the extent permitted contrary, if Tenant and Landlord have not fully-executed the Suite 750 Amendment by lawFebruary I, agrees 2014, the monthly rent for all months beginning February 1, 2014 and continuing on thereafter shall be calculated on the basis of an Annual Rent equal to pay, in addition to said installment Thirty-Seven Dollars and 50/Dollars ($37.50) per rentable square foot of the Base Rental or such other sums owed, a late payment charge equal to ten percent (10%) (Late Fee) of the installment of the Base Rental or such other sums owed. Notwithstanding the foregoing, the foregoing late charges shall not apply to any sums which have been advanced by Lessor to or for the benefit of Lessee pursuant to the provisions of this Lease, it being understood that such sums shall bear interest, which Lessee hereby agrees to pay to Lessor, at the lesser of fifteen percent (15%) per annum or the maximum rate of interest permitted by law to be charged Lessee for the use or forbearance of such moneyTemporary Premises.

Base Rental. (a) Lessee Tenant hereby agrees to pay as the base annual rental ("Base ---- Rental") for the lease and use of the Leased Premises, an annual amount equal to Lessor------ the product of (x) Twenty-Five and 35/100 Dollars ($25.35) ("Base Rental Rate"), without setoff or deduction whatsoever---------------- multiplied by (y) the number of square feet of Net Rentable Area comprising the Leased Premises, subject to increase pursuant to subsection (b) below. From and after the expiration of the Initial Term (to the extent Tenant renews and extends this Lease pursuant to Section 7.1), Tenant agrees to pay Base Rental for the Leased Premises at the Base Rental Rate determined in accordance with the Schedule provisions of Base Rent attached hereto as EXHIBIT D ("Base Rental). Lessee shall also paySection 7.1, as additional rent [or Forecast Additional Rent ], all such other sums of money as shall become due from and payable by Lessee subject to Lessor under this Lease (Base Rental, any adjustment thereto increase pursuant to Section 4 hereof, and all such other sums of money due from and payable by Lessee pursuant to this Lease are sometimes hereinafter collectively called "rent"), for the nonpayment of which Lessor shall be entitled to exercise all such rights and remedies as are herein provided in the case of the nonpayment of Base Rental. The annual Base Rental, together with any adjustment or increase thereto then in effect, shall be due and payable in advance in twelve subsection (12b) equal installments on the first 1st day of each calendar month during the term of this Lease, and Lessee hereby agrees so to pay such Base Rental and any adjustment or increase thereto to Lessor at Lessor's address provided herein (or such other address as may be designated by Lessor in writing from time to time) monthly, in advance, and without demand. If the term of this Lease commences on a day other than first (1st) day of a month or terminates on a day other than the last day of a month, then the installments of Base Rental and any adjustments thereto for such month or months shall be prorated, and the installment or installments so prorated shall be paid in advancebelow. (b) In The Base Rental payable under subsection (a) shall be adjusted from time to time in accordance with the following provisions (any such adjustment hereinafter the "Base Rental Adjustment"): ---------------------- (i) Base Rental includes a component (the "Basic Cost Component") -------------------- attributable to Basic Costs (hereinafter defined) equal to $8.44 per square foot of Net Rentable Area in the Leased Premises. The Basic Cost Component is based on an estimate of Basic Costs to be incurred during calendar year 1999 as of the Effective Date. Prior to January 1 of each calendar year during the Term after the calendar year in which the Commencement Date occurs, or as soon thereafter as reasonably practical, Landlord shall provide an estimate of Basic Costs for the forthcoming calendar year. Tenant shall pay Base Rental for such forthcoming calendar year equal to the Base Rental set forth in subsection (a) above for such time period adjusted upward by an amount equal to the product of (A) the difference between the Basic Cost Component and the coming calendar year's estimated Basic Costs per square foot of Net Rentable Area in the Building, multiplied by (B) the Net Rentable Area of the Leased Premises. (ii) By June 1 of each calendar year during Tenant's occupancy, or as soon thereafter as reasonably practical, Landlord shall furnish to Tenant a statement of Basic Costs for the previous calendar year or partial calendar year, as applicable, occurring during the Term. If actual Basic Costs for such calendar year or partial calendar year, as applicable, are greater than Landlord's estimate thereof pursuant to clause (i) above, Tenant shall be obligated to pay to Landlord within thirty (30) days of the delivery of such statement a lump sum payment (which payment shall be deemed a payment of Rent hereunder for all purposes) equal to the product of (x) the Net Rentable Area in the Leased Premises, multiplied by (y) the amount by which actual Basic Costs per square foot of Net Rentable Area in the Building exceed Landlord's estimate thereof for such calendar year or partial calendar year, as applicable. If actual Basic Costs for such calendar year or partial calendar year, as applicable, are less than Landlord's estimate thereof pursuant to clause (i) above, Landlord shall promptly after delivery of such statement make a lump sum payment to Tenant (or at Landlord's option, Landlord may credit such lump sum amount against remaining Base Rental installments for the current calendar year) equal to the product of (A) the Net Rentable Area in the Leased Premises, multiplied by (B) the amount by which estimated Basic Costs per square foot of Net Rentable Area in the Building exceed the actual amount thereof (to the extent such excess was actually paid by Tenant, but in no event shall such payment or credit be in an amount which would result in Tenant paying Base Rental for the applicable calendar year in an amount less than the annual Base Rental specified in subsection (a) above). The effect of this reconciliation payment (the "Annual Reconciliation Payment") is that Tenant ----------------------------- will pay during the Term its proportionate share (as defined in clause (iii) below) of Basic Costs increases over the Basic Cost Component, and no more. Additionally, Landlord shall not collect from Tenant pursuant to this subsection (b)(ii) any installment increase in Base Rental in an amount which would result in Landlord collecting from all tenants in the Building in any one (1) calendar year an amount in excess of one hundred percent (100%) of Basic Costs for such calendar year. The provisions of this subsection (ii) shall survive the expiration or earlier termination of this Lease. (iii) All increases in Basic Costs shall be paid by Tenant in the proportion that the Net Rentable Area of the Leased Premises bears to ninety-five percent (95%) of the total Net Rentable Area of the space leased or held for lease in the Building, or to the total Net Rentable Area of space leased in the Building (if such total leased area is greater than ninety-five percent (95%) of the total Net Rentable Area of space leased or held for lease in the Building). (iv) Nothing contained in this subsection (b) shall be construed at any time so as to reduce the annual Base Rental payable hereunder below the amount set forth in subsection (a) above. (c) Basic Costs," as that term is used herein, shall ----------- consist of all Operating Expenses (defined below) of the Project as reasonably allocated by Landlord, computed on an accrual basis and determined in accordance with generally accepted accounting principles consistently applied. "Operating --------- Expenses," as that term is used herein, shall mean all expenses and costs (but -------- excluding charges separately paid by other tenants of the Project or other third parties other than through the payment of its share of operating expenses) of every kind and nature that Landlord shall pay or become obligated to pay because of or in connection with the ownership, maintenance, repair, and operation of the Project, including but not limited to, the following: (i) Wages, salaries, fees and all related expenses (including, without limitation, taxes, insurance, burdens and benefits and costs incurred in providing same) of all personnel engaged in the operation, maintenance, repair and access control of the Project and personnel who provide traffic control relating to ingress and egress to and from the Garage and surrounding public streets. (ii) Cost of all supplies, tools, equipment and materials, whether purchased or leased, used in the operation, maintenance, repair and/or access control of the Project. (iii) Cost of utilities for the Project, including but not limited to, water, steam, sewer, waste disposal, gas and electricity, and power for heating, lighting, air conditioning and ventilating the Project (including all Common Areas, General Common Areas and Service Areas). (iv) Management fees paid to the property manager for the management of the Project (provided, however, in no event shall Landlord include in Operating Expenses in any one calendar year a net management fee in excess of three percent (3%) of the gross revenues of the Project for such calendar year; and, provided further, however, in lieu thereof, Landlord may charge Tenant separately, and not as a part of Basic Costs, for a management fee contribution which shall not in any one (1) calendar year exceed three percent (3%) of the Base RentalRental and the Base Rental Adjustment payable by Tenant for such calendar year) and the cost of all maintenance and service agreements for the Project and the equipment therein, including but not limited to, access control service, window cleaning, traffic control, janitorial service, landscape maintenance, and elevator maintenance. (v) Legal and accounting costs for the Project, including a reasonable allocation of off-site costs, together with the costs of annual audits of the Project operating costs by certified public accountants. (vi) Cost of all insurance relating to the Project, including but not limited to, fire and extended coverage insurance, rental loss or abatement insurance, and casualty and liability insurance applicable to the Project and Landlord's personal property used in connection therewith, plus the cost of all deductible payments made by Landlord in connection therewith. (vii) Cost of repairs, replacements and general maintenance (excluding repairs, replacements and general maintenance paid for with proceeds of insurance or condemnation or by third parties). (viii) Any and all common area maintenance costs related to public areas, including without limitation, sidewalks and landscaping for the Project. (ix) All taxes, assessments and governmental charges, whether or not directly paid by Landlord, whether federal, state, county or municipal and whether they be by taxing districts or any Governmental Authority (defined in Section 5.7 hereof) presently taxing the Project or by others subsequently created, attributable to the Project or its operation and an allocation to the Project of the taxes, assessments and governmental charges for the roads which service the Complex, but excluding, however, taxes and assessments attributable to the personal property of tenants, federal and state taxes on income, death taxes, franchise taxes, and any taxes imposed or measured on or by the income of Landlord from the operation of the Project or imposed in connection with any change of ownership of the Project; provided, however, if the taxing authorities do not separately assess the Project, Landlord may make a reasonable allocation of the taxes, assessments or charges to give effect to this sentence, and provided further, however, that if at any time during the Term, the present method of taxation or assessment shall be so changed that the whole or any part of the taxes, assessments, levies, impositions or charges now levied, assessed or imposed on real estate and the improvements thereon shall be discontinued and as a substitute therefor, or in lieu of or in addition thereto, taxes, assessments, levies, impositions or charges shall be levied, assessed or imposed, wholly or partially, as a capital levy or otherwise, on the rents received from the Project or the rents reserved herein or any other sums which may become owing by Lessee to Lessor under the provisions hereof are not received within Five (5) days after the due date thereof (without in any way implying Lessor's consent to part thereof, then such late payment)substitute or additional taxes, Lesseeassessments, levies, impositions or charges, to the extent permitted so levied, assessed or imposed with respect to the Project, shall be deemed to be included within Operating Expenses. Consultation, accounting and legal fees and other fees and costs resulting from any challenge of tax assessments as reasonably allocated by lawLandlord also shall be included in Operating Expenses. Tenant hereby waives any and all rights under Legal Requirements to an administrative or judicial review of any determination of the appraised value of the Project, agrees including without limitation, any rights available under the Texas Tax Code (as amended). It is agreed that Tenant will be responsible for ad valorem taxes on its personal property and on the value of the leasehold improvements in the Leased Premises to paythe extent that the same exceed Building Standard Improvements (defined in Exhibit C-2) (and if the taxing authorities do not separately assess Tenant's leasehold improvements, Landlord may make a reasonable allocation of the ad valorem taxes allocated to the Project to give effect to this sentence). All taxes, assessments and governmental charges shall be included in Operating Expenses in the calendar year in which such taxes, assessments or governmental charges are levied, assessed or imposed without regard to when such taxes, assessments or governmental charges are payable; provided, however, in addition to said the case of special taxes and assessments which may be payable in installments, only the amount of each installment accruing during a calendar year shall be included in the Operating Expenses for such year. (x) Amortization of the Base Rental cost, together with reasonable financing charges, of furnishing and installing capital investment items which are (1) included in the Basic Cost Component and any unamortized amount of such costs for subsequent years, (2) primarily for the purpose of reducing Operating Expenses or avoiding increases in Operating Expenses in Landlord's good faith estimate, (3) primarily for the purpose of promoting safety, (4) required to comply with the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. ss. 12101 et seq., or (5) required by Legal Requirements that become effective after the Commencement Date. All such costs shall be amortized over the useful life of the capital investment items with the useful life and amortization schedule being determined in accordance with generally accepted accounting principles. (xi) Costs of licenses, permits and inspection fees related to the Project. (xii) Any allocation of expenditures for service, repair, maintenance or operation of the Complex attributable to the Project, determined in accordance with generally accepted accounting principles. (xiii) Cost of an office in the Building or allocation of a central office in the Complex (if applicable) maintained for management of the Project (but not the costs reasonably allocable to any portion of such office used for leasing activities for the Project). Anything in the foregoing provisions hereof to the contrary notwithstanding, Operating Expenses shall not include the following: (A) Leasing commissions, attorneys' fees, costs, disbursements and other sums owedexpenses incurred in connection with negotiations for leases with tenants, other occupants, or prospective tenants or other occupants of the Project, or similar costs incurred in connection with disputes with tenants, other occupants, or prospective tenants or other occupants of the Project. (B) Non-cash items, such as deductions for depreciation or obsolescence of the Project and the Project equipment, or interest on capital invested (except as provided in clause (x) above). (C) Payments of principal and interest or other finance charges made on any debt (except as provided in clause (x) above), and rental payments made under any ground or underlying lease or leases, except to the extent that a portion of such payments is expressly for ad valorem/real estate taxes or insurance premiums on the Project. (D) Costs incurred by Landlord in the sale, financing, refinancing, mortgaging, selling or change of ownership of the Project, including brokerage commissions, attorneys' and accountants' fees, closing costs, title insurance premiums, transfer taxes and interest charges. (E) Costs which are to be capitalized in accordance with generally accepted accounting principles not included under Section 3.2(c)(i) through (xiii). (F) Costs and expenses attributable to the initial construction of the Project. (G) Any penalty charges inccured by Landlord due to Landlord's late payment charge equal of taxes, utility bills or other amounts included in Operating Expenses except to ten percent the extent Landlord was contesting the payment of any such item in good faith. (10%H) (Late Fee) Allowances and other costs and expenses incurred in fixturing, furnishing, renovating or otherwise improving, decorating or redecorating space for tenants or prospective tenants of the installment Building, or vacant leasable space in the Building (including permit, license and inspection costs but excluding normal maintenance, repair and replacement costs). (I) Cost of any political or charitable donations or contributions. (d) If an Annual Reconciliation Payment is due by Tenant to Landlord with respect to the immediately preceding calendar year pursuant to Section 3.2(b)(ii) above, Tenant, at its sole cost and expense, shall have the right (to be exercised by giving notice to Landlord within sixty (60) days after receipt of the Base Rental or statement of Basic Costs for such other sums owedprevious calendar year) to audit and/or inspect Landlord's books and records pertaining only to items affecting Basic Costs for such preceding calendar year; provided that such audit and/or inspection must be commenced and concluded by December 31 of the year following the year to which any such disputed item relates; and provided further that such audit and/or inspection does not unreasonably interfere with the conduct of Landlord's business. Notwithstanding the foregoing, the foregoing late charges shall not apply if Tenant elects to any sums which have been advanced by Lessor to or for the benefit of Lessee pursuant audit and/or inspect Landlord's books and records to the provisions extent permitted above, Landlord, in its sole discretion, may elect to furnish Tenant a copy of this Lease, it being understood that such sums shall bear interest, which Lessee hereby agrees to pay to Lessor, at the lesser of fifteen percent (15%) per annum or the maximum rate of interest permitted an audit prepared by law to be charged Lessee for the use or forbearance of such money.a certified public acc

Base Rental. (a) Lessee hereby agrees If Subtenant exercises its right of first opportunity to pay sublease the Expansion Floor, the Base Rental for the Expansion Floor shall be computed as an amount equal to Lessor, without setoff or deduction whatsoever, in accordance with the Schedule fair market rental rate of Base Rent attached hereto the Expansion Floor as EXHIBIT D ("Base Rental). Lessee shall also paythen improved, as additional rent [or Forecast Additional Rent ]if vacant, based on its use as general office space and taking into account all such other sums of money as shall become due from and payable by Lessee to Lessor under this Lease (Base Rental, any adjustment thereto pursuant to Section 4 hereof, and all such other sums of money due from and payable by Lessee pursuant to this Lease are sometimes hereinafter collectively called "rent"), for the nonpayment of which Lessor shall be entitled to exercise all such rights and remedies as are herein provided in the case of the nonpayment of Base Rental. The annual Base Rental, together with any adjustment or increase thereto then in effect, shall be due and payable in advance in twelve (12) equal installments on the first 1st day of each calendar month during the term relevant provisions of this Lease, . Sublandlord and Lessee hereby agrees so to pay such Subtenant shall employ the procedure and timetable described below for the purpose of computing the fair market rental rate of the Expansion Floor and the Base Rental and any adjustment or increase thereto to Lessor at Lessor's address provided herein properly payable during the first Sublease Year of the extension term: (or such other address as may be designated by Lessor in writing from time to timei) monthly, in advance, and without demand. If Not later than the term of this Lease commences on a day other than first three hundred fortieth (1st340th) day prior to the Anticipated Occupancy Date, Sublandlord shall deliver to Subtenant notice of a month or terminates on a day other than the last day of a month, then the installments of its proposed Base Rental and any adjustments thereto for such month or months shall be prorated, and the installment or installments so prorated shall be paid in advanceExpansion Floor. (bii) Not later than the three hundred thirty-fifth (335th) day prior to the Anticipated Occupancy Date, Subtenant shall send to Sublandlord notice of its proposed Base Rental for the Expansion Floor. (iii) In the event any installment the parties negotiate and agree to a Base Rental and have executed a written agreement establishing same on or before the three hundred twenty-fifth (325th) day prior to the Anticipated Occupancy Date, then said Base Rental shall be binding upon the parties. (iv) In the event the parties have failed to, execute such an agreement by said date, then Subtenant shall engage an appraiser, who is a member of the American Institute of Real Estate Appraisers (a "MAI Appraiser"), on or before the three hundred fifth (305th) day prior to the Anticipated Occupancy Date, and shall notify the Sublandlord thereof. In the event Subtenant does not engage a MAI Appraiser as required above, then the Base Rental last proposed by the Sublandlord shall be deemed the Base Rental for the Expansion Floor. (v) Not later than the two hundred eighty-fifth (285th) day prior to the Anticipated Occupancy Date, Subtenant shall deliver to Sublandlord a copy of its appraiser's determination of the fair market rental as aforesaid. In the event Subtenant does not deliver a copy as aforesaid, then the Base Rental last proposed by Sublandlord shall be deemed the Base Rental for the Expansion Floor. (vi) In the event the parties negotiate and agree to a Base Rental, and have executed a written agreement establishing same on or any other sums which may become owing by Lessee to Lessor under before the provisions hereof are not received within Five two hundred seventieth (5370th) days after the due date thereof (without in any way implying Lessor's consent to such late payment), Lessee, day prior to the extent permitted Anticipated Occupancy Date, then said Base Rental shall be binding upon the parties. (vii) In the event the parties have failed to execute such an agreement by lawsaid date, agrees then Sublandlord shall engage a MAI Appraiser, on or before the two hundred sixty-fifth (265th) day prior to paythe Anticipated Occupancy Date, in addition to said installment of and shall notify the Subtenant thereof. In the event Sublandlord does not engage a MAI appraiser as required above, then the Base Rental or such other sums owed, a late payment charge equal to ten percent (10%) (Late Fee) of the installment of proposed by Subtenant's appraiser shall be deemed the Base Rental for the Expansion Floor. (viii) No later than the two hundred forty-fifth (245th) day prior to the Anticipated Occupancy Date, Sublandlord shall deliver to Subtenant a copy of its appraiser's determination of the fair market rental as aforesaid. In the event Sublandlord does not deliver a copy as aforesaid, then the Base Rental last proposed by Subtenant's appraiser shall be deemed the Base Rental for the Expansion Floor. (ix) In the event the parties negotiate and agree to a Base Rental, and have executed a written agreement establishing same on or before the two hundred fortieth (240th) day prior to the Anticipated Occupancy Date, then said Base Rental shall be binding upon the parties. (x) In the event the parties have failed to execute such other sums owedan agreement by said date, then the two (2) MAI Appraisers shall choose a third MAI Appraiser and notify Sublandlord and Subtenant of such choice. Notwithstanding The parties shall share equally the foregoingcost of the three (3) appointed MAI Appraisers. In the event that said two (2) MAI Appraisers cannot agree on the choice of a third MAI Appraiser and notify the parties thereof by the two hundred thirty-fifth (235th) day prior to the Anticipated Occupancy Date, then the President of the Montgomery County Board of Realtors shall choose a third MAI Appraiser on or before the two hundred twenty-fifth (225th) day prior to the Anticipated Occupancy Date. (xi) Not later than the two hundred fifteenth (215th) day prior to the Anticipated Occupancy Date, the foregoing late charges third appraiser shall not apply determine the fair market rental rate of the Expansion Floor, as then improved, based on its use as general office space, by selecting as such fair market rental rate either (i) the fair market rental rate proposed by Subtenant's MAI Appraiser or (ii) the fair market rental rate proposed by Sublandlord's MAI Appraiser and submitting such determination to any sums each party in writing. Based on said third MAI Appraiser's determination, Sublandlord and Subtenant shall promptly thereafter execute a written agreement establishing the aforesaid Base Rental, which have been advanced by Lessor to or rent shall be binding upon the parties. (xii) In no event shall the newly-established Base Rental for the benefit of Lessee pursuant to Expansion Floor be less than the provisions of this Lease, it being understood that such sums per-square-foot Base Rental then paid by Subtenant for the Subleased Premises. The Base Rental for the Expansion Floor shall bear interest, which Lessee hereby agrees to pay to Lessor, be increased at the lesser of fifteen percent (15%) per annum or same times and by the maximum rate of interest permitted by law to be charged Lessee same percentage as the Base Rental for the use or forbearance of such moneySubleased Premises.

Base Rental. (a) Lessee Tenant hereby agrees to pay to LessorLandlord, ----------- without setoff any set off or deduction whatsoever, in accordance with the Schedule of Base Rent attached hereto as EXHIBIT D ("Base Rental). Lessee Tenant shall also pay, as additional rent [or Forecast Additional Rent ]rent, all such other sums of money as shall that become due from and payable by Lessee Tenant to Lessor Landlord under this Lease (Base Rental, any adjustment thereto pursuant to Section 4 Paragraph 6 hereof, any basic parking charge or adjustment thereto, and all such other sums of money due from and payable by Lessee pursuant Tenant to Landlord under this Lease are sometimes hereinafter collectively called "rent"). Tenant shall also pay with each Base Rental payment the amount of any transaction privilege, for sales, or similar taxes incurred by Landlord on the nonpayment of which Lessor shall be entitled to exercise all such rights and remedies as are herein provided in the case of the nonpayment of Base Rentalrent transactions. The annual Base Rental, together with any adjustment or increase thereto then in effectas adjusted from time to time pursuant to Paragraph 6 hereof, shall be due and payable in advance in twelve (12) equal installments on the first 1st (1st) day of each calendar month during the term of this LeaseLease and any extensions or renewals thereof, and Lessee Tenant hereby agrees so to pay such Base Rental and any adjustment or increase thereto as so adjusted to Lessor Landlord at LessorLandlord's address provided herein (or such other address as may be designated by Lessor Landlord in writing from time to time) monthly, in advance, and without demand. If the term of this Lease commences on a day other than the first (1st) day of a month or terminates on a day other than the last day of a month, then the installments first installment of Base Rental and any adjustments thereto for such month or months as adjusted pursuant hereto shall be prorated, based on thirty (30) days per month, and the such installment or installments so prorated shall be paid in advanceadvance on the Commencement Date. (b) In Upon the event any installment execution of this Lease, Tenant agrees to pay to Landlord the Base Rental, or any other sums which may become owing by Lessee to Lessor under the provisions hereof are not received within Five (5) days after the due date thereof (without in any way implying Lessor's consent to such late payment), LesseeSecurity Deposit, to the extent permitted be held by law, agrees to pay, in addition to said installment of the Base Rental or such other sums owed, a late payment charge equal to ten percent (10%) (Late Fee) of the installment of the Base Rental or such other sums owed. Notwithstanding the foregoing, the foregoing late charges shall not apply to any sums which have been advanced by Lessor to or Landlord as security for the benefit performance by Tenant of Lessee pursuant to the provisions of Tenant's covenants and obligations under this Lease, it being expressly understood that the Security Deposit shall not be considered an advance payment of rental or measure of Landlord's damages in case of default by Tenant. Upon default by Tenant, Landlord, from time to time, without prejudice to any other remedy, may (but shall not be required to) apply the Security Deposit against any arrearages of Base Rental, or other rent, or any other damage, injury, expense or liability caused to Landlord by such sums default on the part of Tenant. Should all or any portion of the Security Deposit be used for the purposes described above during the Lease Term, then Tenant shall bear interest, which Lessee hereby agrees remit to Landlord on the first day of the month following notice of such use the amount necessary to restore Security Deposit to its original balance. Tenant's failure to restore the Security Deposit upon notice from Landlord shall be a material breach of this Lease. No interest shall be payable on the Security Deposit and Landlord shall have no obligation to keep the security deposit separate from its general funds unless otherwise required by applicable law. See Section 5 of the Addendum. (c) If Tenant fails to pay any regular monthly installment of rent by the tenth (10th) day of the month in which the installment is due, or any other amount constituting rent within ten (10) days after accrual thereof or billing therefor, there shall be added to Lessorsuch unpaid amount a late charge of five percent (5%) of the installment or amount due in order to compensate Landlord for the extra administrative expenses incurred. See Section 6 of the Addendum. (d) Notwithstanding anything to the contrary contained herein, Landlord hereby grants Tenant a rental abatement in the amount of $15,000.00 to be applied to Base Rental in the second month of the Lease Term. Except for the rental abatement specified above, Tenant shall be obligated to make all other payments which Tenant is obligated to make pursuant to the terms of this Lease. Tenant agrees that if, at any time during the lesser term of fifteen percent (15%) per annum this Lease, there is a default or event of default under this Lease by Tenant, the maximum rate value of interest permitted the rental abatement shall be deemed an additional obligation payable by law Tenant. Upon the occurrence of a default or an event of default by Tenant under the terms of the Lease, Tenant shall be required to be charged Lessee for pay the use or forbearance value of such moneythe rental abatement upon demand of Landlord and any other amounts owed under the terms of this Lease. See Section 7 of the Addendum.

Base Rental. (a) Lessee hereby Tenant agrees to pay the Base Rental to Lessor, without setoff or deduction whatsoever, in accordance with Landlord for each year during the Schedule Lease Term as herein provided. Base Rental for the first month of Base Rent attached hereto as EXHIBIT D ("Base Rental). Lessee the Lease Term shall also pay, as additional rent [or Forecast Additional Rent ], all such other sums of money as shall become be due from and payable by Lessee to Lessor under on the Commencement Date of this Lease (Base Rental, any adjustment thereto pursuant to Section 4 hereofLease, and all such other sums of money due from Base Rental for each and payable by Lessee pursuant to this every month during the Lease are sometimes hereinafter collectively called "rent"), for the nonpayment of which Lessor shall be entitled to exercise all such rights and remedies as are herein provided in the case of the nonpayment of Base Rental. The annual Base Rental, together with any adjustment or increase thereto then in effect, Term shall be due and payable in advance in twelve (12) equal installments on the first 1st day of each calendar month during the term of this Lease, and Lessee hereby agrees so to pay such Base Rental and any adjustment or increase thereto to Lessor at Lessor's address provided herein (or such other address as may be designated by Lessor in writing from time to time) monthly, in advance, and without demandmonth. If the term of this Lease commences on Commencement Date is a day other than the first (1st) day of a calendar month or in the event this Lease terminates on a day such other than the last day of a calendar month, then the installments of Base Rental and any adjustments thereto for such each month or months shall be prorated, prorated and the installment or installments so prorated shall be paid in advance. (b) . In the event that Tenant fails to make any installment payment of the Base Rental, Rental or any other sums which may become owing by Lessee amount payable to Lessor under the provisions hereof are not received Landlord hereunder within Five five (5) days after the date such payment becomes due date thereof and payable, after five (without 5) days prior notice to Tenant a late charge in any way implying Lessor's consent an amount of $45.00 shall also become due and payable to Landlord by Tenant, such late payment), Lessee, charge being for Landlord’s administrative and other costs and is in addition to and cumulative with any other rights and remedies which Landlord may have hereunder with regard to the extent permitted by law, agrees failure of Tenant to paymake any payment of Base Rental or any other sum due hereunder. Section 2.4. Tenant’s Proportionate Share of Operating Costs. Commencing [ * ], in addition to said installment the payment of the Base Rental or such other sums owedRental, a late payment charge equal Tenant shall pay to ten percent Landlord Tenant’s Proportionate Share of Operating Costs (10%) (Late Fee) as defined in Article VIII of the installment of the Base Rental or such other sums owed. Notwithstanding the foregoing, the foregoing late charges shall not apply to any sums which have been advanced by Lessor to or for the benefit of Lessee pursuant this lease and subject to the provisions base year considerations noted in Exhibit E of this Lease, it being understood that such sums ) in accordance with the following provisions: (a) Tenant shall bear interest, which Lessee hereby agrees to pay to LessorLandlord, at either (i) in the lesser form of fifteen percent a lump sum payment due and payable in arrears upon five (15%5) per annum days of demand by Landlord or (ii) in monthly installments of 1/12th each on a monthly basis contemporaneously with the maximum rate payment of interest permitted Base Rental, as Landlord may from time to time elect, an amount reasonably estimated by law Landlord to be charged Lessee Tenant’s Proportionate Share of all Operating Costs for each calendar year or portion thereof during the use or forbearance term of such moneythis Lease. [ * ] Indicates that information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Base Rental. (a) Lessee hereby agrees As to the portion of the Remaining Premises located on Floors 9 through 20 of the Building, Tenant shall continue to pay to Lessor, without setoff or deduction whatsoever, Base Rental in accordance with the Schedule of Base Rent attached hereto as EXHIBIT D ("Base Rental). Lessee shall also pay, as additional rent [or Forecast Additional Rent ], all such other sums of money as shall become due from Sections 2.1 and payable by Lessee to Lessor under this Lease (Base Rental, any adjustment thereto pursuant to Section 4 hereof, and all such other sums of money due from and payable by Lessee pursuant to this Lease are sometimes hereinafter collectively called "rent"), for the nonpayment of which Lessor shall be entitled to exercise all such rights and remedies as are herein provided in the case 2.2 of the nonpayment of Base Rental. The annual Base RentalLease, together with any adjustment or increase thereto then in effect, shall be due and payable in advance in twelve (12) equal installments on the first 1st day of each calendar month during the term without modification as a result of this Lease, and Lessee hereby agrees so to pay such Base Rental and any adjustment or increase thereto to Lessor at Lessor's address provided herein (or such other address as may be designated by Lessor in writing from time to time) monthly, in advance, and without demand. If the term of this Lease commences on a day other than first (1st) day of a month or terminates on a day other than the last day of a month, then the installments of Base Rental and any adjustments thereto for such month or months shall be prorated, and the installment or installments so prorated shall be paid in advanceAmendment. (b) In Until February 28, 2003, as to the event any installment portion of the Remaining Premises located on Floor 24 of the Building, and until August 31, 2003 as to the portion of the Remaining Premises located on Floor 25 of the Building, Tenant shall pay Base RentalRental as set forth in the Lease (including the First Amendment) without modification as a result of this Amendment. (c) Commencing March 1, or any other sums which may become owing 2003, as to the portion of the Remaining Premises located on Floor 24 of the Building, and September 1, 2003 as to the portion of the Remaining Premises located on Floor 25 of the Building, and continuing through and until the Expiration Date, Section 2.1 of the Lease and Section 4 of the First Amendment shall be amended to provide that Tenant shall be obligated to pay as the annual Base Rental with respect to the portion of the Remaining Premises located on Floors 24 and 25 of the Building an amount equal to the product of (x) an annual Base Rate equal to $23.50, multiplied by Lessee to Lessor under (y) the number of square feet of Net Rentable Area comprising the Remaining Premises located on Floors 24 and 25 of the Building: (d) All such Base Rental shall be payable in accordance with the provisions hereof are not received within Five set forth in the Lease. (5e) days From and after the due date thereof Expiration Date (without in any way implying Lessor's consent to such late payment), Lessee, to the extent permitted by lawTenant renews and extends the Lease pursuant to Section I of Exhibit B to the Lease), Tenant agrees to pay, in addition to said installment of pay Base Rental for the Remaining Premises at the Base Rental or such other sums owed, a late payment charge equal to ten percent (10%) (Late Fee) of the installment of the Base Rental or such other sums owed. Notwithstanding the foregoing, the foregoing late charges shall not apply to any sums which have been advanced by Lessor to or for the benefit of Lessee pursuant to Rate determined in accordance with the provisions of this Section I of Exhibit B to the Lease, it being understood that such sums shall bear interest, which Lessee hereby agrees to pay to Lessor, at the lesser of fifteen percent (15%) per annum or the maximum rate of interest permitted by law to be charged Lessee for the use or forbearance of such money.

Base Rental. (a) Lessee hereby agrees to As Rent for the lease and use of the Premises, Tenant will pay to Lessor, without setoff Landlord or deduction whatsoeverLandlord’s assigns, in accordance with the Schedule of Base Rent attached hereto as EXHIBIT D ("Base Rental). Lessee shall also pay, as additional rent [or Forecast Additional Rent ], all such other sums of money as shall become due from and payable by Lessee to Lessor under this Lease (Base Rental, any adjustment thereto pursuant to Section 4 hereof, and all such other sums of money due from and payable by Lessee pursuant to this Lease are sometimes hereinafter collectively called "rent"), for the nonpayment of which Lessor shall be entitled to exercise all such rights and remedies as are herein provided in the case of the nonpayment of Base Rental. The annual Base Rental, together with any adjustment or increase thereto then in effect, shall be due and payable in advance in twelve (12) 12 equal monthly installments on the first 1st day of each calendar month during month, in advance and without deduction, abatement or setoff, the term of this Lease, and Lessee hereby agrees so to pay such Base Rental and any adjustment or increase thereto in the then applicable amount set forth in Section I.N. hereof, in lawful money of the United States. All installments of Rent shall be paid to Lessor Landlord at Lessor's the address provided herein set forth in Section 1.C. (or such other address as may be designated by Lessor in writing Landlord from time to time). Landlord hereby agrees to provide Tenant with sufficient information necessary for Tenant to make all payments to Landlord due under this Lease via Automatic Clearing House (“ACH”) monthlypayment, in advance, and without demandwire transfer or other form of electronic payment as may be requested by Tenant. If the term of this Lease commences on a day Commencement Date is other than the first (1st) day of a calendar month or if this Lease expires or terminates on a day other than the last day of a calendar month, then the installments of Base Rental and any adjustments thereto for such month or months shall be prorated, prorated and the installment or installments so prorated shall be paid in advance. (b) In . Said installments for such prorated month or months shall be calculated by multiplying the event any equal monthly installment by a fraction, the numerator of which shall be the number of days of the Term occurring during said commencement or expiration month, as the case may be, and the denominator of which shall be the number of days in said month. All past due installments of Rent or other payments specified in this Lease shall bear interest from the first day which is five days after Tenant receives a written notice from Landlord that the same is past due until payment is received at the rate (the “Interest Rate”) equal to the lesser of (i) a per annum rate equal to the “prime rate” or “base rate” announced by JPMorgan Chase Bank or its successor, from time to time (“Prime Rate”) (or if the “prime rate” or “base rate” is discontinued, the rate announced by such bank as that being charged to its most creditworthy commercial borrowers), plus 2%, or (ii) the maximum contract interest rate per annum allowed by law; provided, however, if Tenant shall fail to pay any Rent when due and such failure shall occur more than two times in any 12-month period, upon the third such failure all past due Rent then owing shall bear interest at the Interest Rate from the date due (without the requirement of notice from Landlord or the five day grace period). In addition, Tenant shall pay Landlord upon demand a late charge in an amount equal to 5% of any installments of Rent or other payments specified herein if such Rent is not paid within five days after Tenant receives a notice from Landlord that the same is past due. The provision for such late charge shall be in addition to all of Landlord’s other rights and remedies hereunder or at law, and shall not be construed as liquidated damages or as limiting Landlord’s remedies in any manner. For purposes of making other payments due under this Lease (i.e. payments other than Base Rental, or Additional Rental and any other sums payments for which may become owing by Lessee a specific time period for payment is specified in this Lease), unscheduled payments due from Tenant to Lessor under the provisions hereof are not received within Five (5) Landlord hereunder shall be due hereunder 30 days after Tenant’s receipt of a written notice and an invoice therefor from Landlord (accompanied by receipts or other reasonably adequate documentation) specifying the amount due date thereof (without in any way implying Lessor's consent to such late payment), Lessee, to the extent permitted by law, agrees to pay, in addition to said installment of the Base Rental or such other sums owed, a late payment charge equal to ten percent (10%) (Late Fee) of the installment of the Base Rental or such other sums owed. Notwithstanding the foregoing, the foregoing late charges shall not apply to any sums which have been advanced by Lessor to or for the benefit of Lessee pursuant to the provisions of this Lease, it being understood that such sums shall bear interest, which Lessee hereby agrees to pay to Lessor, at the lesser of fifteen percent (15%) per annum or the maximum rate of interest permitted by law to be charged Lessee for the use or forbearance of such moneyTenant.