Common use of Intentionally Deleted Clause in Contracts

Intentionally Deleted. (vi) At least 5 Business Days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for each Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants (collectively, the “Operating Expenses”) incurred by Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the Closing Date, and any Operating Expense estimates or charges collected by Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that Seller has received as of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation process.

Intentionally Deleted. (vi) At least 5 Business Days prior to 6.7 If on the Closing Date, the state of title is other than in accordance with the requirements set forth in this Purchase Contract or if any condition to be fulfilled by Seller shall not be satisfied, Purchaser shall provide Buyer Seller with a reasonably detailed reconciliation written Notice thereof at such time, or such title objection or unfulfilled condition shall be deemed waived by Purchaser in which case Purchaser and Seller shall proceed to consummate the Closing on the Closing Date. If Purchaser timely gives Seller such Notice, Seller at its sole option and within Seven (7) calendar days following receipt of such Notice may elect by notice in writing to Purchaser to cure such objection or unfulfilled condition for each Tenant showing all common area maintenance chargesup to thirty (30) calendar days. Should Seller be able to cure such title objection or condition, property taxes, or should Seller be able to cause title insurance and other operating cost pass-throughs payable over the same by Tenants (collectively, the “Operating Expenses”) incurred by Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the Closing Date or any postponed Closing Date, and any Operating Expense estimates Purchaser approves such action, or charges collected by Seller should Purchaser waive such objection or condition within such period for cure, then the Closing shall take place on or before thirty (30) calendar days after Notice of such cure or waiver. 6.8 If during the same period of time cure Seller is unable or unwilling, in its sole discretion or opinion, to eliminate such title objection or cause Title Insurer to insure over such matter or satisfy such unfulfilled condition, Seller shall give Purchaser written Notice thereof, and relating if Purchaser does not waive such objection by written Notice delivered to Seller and the title company issuing the Title Commitment on or before Seven (7) calendar days following the date Seller gives such TenantNotice, then this Purchase Contract shall automatically terminate, in which event Purchaser shall release and quitclaim all of Purchaser's right and interest in such Property to Seller, the Deposit shall be returned to Purchaser, and the parties hereto shall have no further obligations to each other. 6.9 Seller covenants that it will not voluntarily create or cause any lien or encumbrance (other than Commercial Leases approved by Purchaser and Property Contracts in the form customarily submitted ordinary course of business) to each Tenant (the “CAM Reconciliation”). To the extent that Seller has received as of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject attach to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding Property between the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end date of the operating expense year under the Tenant Leases was this Purchase Contract and the Closing Date; any such monetary lien or encumbrance so attaching shall be discharged by the Seller at or prior to Closing on the Closing Date or any postponed Closing Date. Except as expressly provided above, Seller would shall not be obligated required to refund undertake efforts to remove any other lien, encumbrance, security interest, exception, objection or other matter, to make any expenditure of money or institute litigation or any other judicial or administrative proceeding and Seller may elect not to discharge the same. 6.10 Anything to the Tenants (an “Over Collection”)contrary notwithstanding, rather than collect additional money from the Tenants (an “Under Collection”)Purchaser shall not have any right to terminate this Purchase Contract or object to any lien, said Over Collection shall be paid encumbrance, exception or other matter that is a Permitted Exception, that has been waived or deemed to have been waived by Seller to Buyer at the Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation process.Purchaser. 6.11

Intentionally Deleted. (vii) At least 5 Business Days prior The Landlord acknowledges and agrees that the Tenant may carry blanket insurance covering numerous premises owned or leased by the Tenant and the Tenant's insurance obligations as contained in the Lease may be satisfied in full by including the Premises within such blanket insurance coverage, provided that such blanket insurance provides for the insurance coverage and endorsements contemplated by this section. (j) In case of loss or damage, the proceeds of insurance for tenants' improvements shall be and are hereby assigned and made payable to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for each Landlord and the Tenant. Provided the Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants (collectivelyis not in default of its obligations under this Lease, the “Operating Expenses”) incurred Landlord shall, upon the Tenant's written request, release such proceeds to the Tenant in progress payments at stages determined by Seller from the beginning a certificate of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the Closing Date, and any Operating Expense estimates or charges collected by Seller during the same period of time and relating to such Tenant, all in the form customarily submitted Landlord's Expert stating that repairs to each such stage have been satisfactorily completed free of liens by the Tenant. If the Tenant (the “CAM Reconciliation”). To the extent that Seller has received as is in default of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closingits obligations under this Lease, the same Landlord shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect entitled to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject retain such proceeds without liability to the provisions in Section 12.1(b)(i) Tenant for delinquent rentals). Notwithstanding interest or otherwise until the foregoing, to the extent that the CAM Reconciliation reveals that Seller default has over-collected Operating Expenses such that, if the end of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; providedbeen, in the event opinion of an Under Collectionthe Landlord, remedied. If the Tenant fails to make such repairs, the amount Landlord may perform the repairs and apply the proceeds to the cost thereof. If the Lease is terminated upon the happening of any damage or any destruction as provided for in Article 15.00 or for any other reason, the proceeds of insurance shall be allocated between the Landlord and the Tenant according to their respective insurable interest. The Tenant shall cause all of its mortgagees, chargees and other encumbrancers of its interest in the Premises, if any, to waive, if applicable, such Person's rights under section 6 of the Under Collection shall MORTGAGEE ACT (Ontario), as amended or replaced from time to time, so that all insurance proceeds for tenant's improvements can be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant dealt with in connection accordance with the year-end Operating Expense reconciliation process.this section. 11.02

Intentionally Deleted. (vi) At least 5 Business Days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for each Section 17.23 Brokers Landlord and Tenant showing all common area maintenance charges, property taxes, insurance represent and other operating cost pass-throughs payable by Tenants (collectively, the “Operating Expenses”) incurred by Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the Closing Date, and any Operating Expense estimates or charges collected by Seller during the same period of time and relating to such Tenant, all in the form customarily submitted warrant to each Tenant (the “CAM Reconciliation”). To the extent other that Seller has received as of the Closing they have had no dealings with any monthly real estate broker or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant agent in connection with the year-end Operating Expense reconciliation process.negotiation of this Lease, except for the Broker defined in the Basic Terms, and that they know of no other real estate broker or agent who is entitled to a commission or finder’s fee in connection with this Lease. Each party shall indemnify, protect, defend, and hold harmless the other party against all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including reasonable attorneys’ fees) for any leasing commission, finder’s fee, or equivalent compensation alleged to be owning on 52 account of the indemnifying party’s dealings with any real estate broker or agent. Landlord shall pay a commission to the Broker pursuant to the terms of a separate written agreement. Section 17.24 Survival All covenants and obligations arising out of this Lease shall survive the expiration or earlier termination of this Lease and shall remain outstanding until satisfied in full. Section 17.25 Rooftop Communications Equipment (a) Roof Space. Landlord agrees to permit Tenant to utilize sufficient and suitable space on the roof of the Building (“Roof Space”) throughout the Lease Term and any extensions thereof for the purpose of installing, using, maintaining or replacing, or cause a carrier, vendor or other operator selected by Tenant to install, maintain and replace, on the Roof Space at Tenant’s sole cost and expense, certain telecommunications and other rooftop equipment (“Equipment”). Landlord also agrees that Tenant may run cables (“Cables”) related to the use of such Equipment between the Roof Space and the Premises. It shall be a condition precedent to the ability of Tenant to install such Equipment and/or Cables on the Roof Space that plans and specifications therefore have received written consent thereto by Landlord, which consent shall not be unreasonably withheld. So long as the Equipment and Cables are used for the sole benefit of Tenant and its assignees, subtenants, guests and invitees in their operations at the Premises and no third party revenue is derived for such Equipment and Cables, there shall be no additional monthly rental fees charged to Tenant for its use of the Roof Space. (b)

Intentionally Deleted. (vi5) At least 5 Business Days prior By April 1 of each calendar year, or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement of Operating Costs for the Closing Dateprevious year, Seller shall provide Buyer with a reasonably detailed reconciliation for each Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants (collectively, the “Operating Expenses”) incurred by Seller from the beginning of the then-current calendar Taxes for the previous year (the "OPERATING COSTS AND TAX STATEMENT"). If the Operating Costs and if Tax Statement reveals that Tenant paid more for Operating Costs than the prior calendar actual amount for the year has not been proratedfor which such statement was prepared, also or more than its actual share of Taxes for said prior such year) (or, then Landlord shall promptly credit or reimburse Tenant for such excess; likewise, if differentTenant paid less than Tenant's actual Additional Rent or Taxes due, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the Closing Date, and any Operating Expense estimates or charges collected by Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each then Tenant (the “CAM Reconciliation”). To the extent that Seller has received as of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay Landlord such deficiency. If Tenant is not in monetary default of its obligations under this Lease, within a period of sixty (60) days following receipt of the same Operating Costs and Tax Statement, Tenant or its representatives (which representatives shall exclude anyone hired on a contingent fee basis) shall have the right, upon reasonable prior notice and at mutually convenient times, to Seller examine Landlord's books and records with respect to the items in such Statement during normal business hours at Landlord's offices where such books and records are maintained (subject which books and records shall be maintained in accordance with GAAP). Tenant may give Landlord notice of any written objection to any items of expense. If it shall be determined by Landlord and Tenant that (i) Landlord overcharged Tenant, Landlord shall promptly refund (but no later than thirty (30) days after such determination is made) to Tenant the amount of any such overcharge, or (ii) Landlord undercharged Tenant, then Tenant shall promptly pay (but no later than thirty (30) days after such determination is made) the amount of any such undercharge to Landlord. Any information obtained by Tenant pursuant to the provisions of this Section 4.(b)(5) shall be treated as confidential under the conditions set forth in Section 12.1(b)(i25.(s) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation processthis Lease.

Intentionally Deleted. (vi) At least 5 Business Days prior 3.2.4 Landlord agrees to keep books and records reflecting the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for each Tenant showing all common area maintenance charges, property taxes, insurance Operating Expenses and other operating cost pass-throughs payable by Tenants (collectively, the “Operating Expenses”) incurred by Seller from the beginning Taxes - Real Property of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) Property in accordance with generally accepted accounting principles (or, if differentat least, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period“sound” accounting principles) through the Closing Date, and any Operating Expense estimates or charges collected by Seller during the same period of time and relating to such consistently applied. Tenant, all in at its expense, shall have the form customarily submitted to each Tenant right, within twelve (the “CAM Reconciliation”). To the extent that Seller has received as of the Closing any monthly or periodic payments 12) months after receiving Landlord's statement of Operating Expenses allocable (Actual) and Taxes - Real Property (Actual) for a particular year, to periods audit Landlord's books and records relating to the Operating Expenses and Taxes as of and subsequent to Closingthe case may be for such year. If conducted by Tenant, the same such audit shall be prorated conducted only during regular business hours at a location reasonably designated by Landlord on the DPD Campus and Buyer only after Tenant gives Landlord fourteen (14) days' written notice. Tenant shall receive deliver to Landlord a credit therefor at copy of the Closingresults of such audit within fifteen (15) days after its receipt by Tenant. With respect If the audit reveals that the amounts paid by Tenant to any monthly or periodic payments Landlord on account of Operating Expenses received by Buyer after and/or Taxes: (a) exceed the Closing allocable amounts to a Seller prior to Closingwhich Landlord is entitled hereunder, Buyer then Landlord shall promptly pay the same to Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; provided, in the event of an Under Collection, credit the amount of such excess toward the Under Collection next monthly payment(s) of Rent due and payable hereunder, or (b) are less than the amounts to which Landlord is entitled hereunder, then Tenant shall be pay such deficiency as Additional Rent within thirty (30) days after Tenant delivers the result of such audit to Landlord. If the amount of Operating Expenses or Taxes set forth in Landlord's statement of Operating Expenses (Actual) and Taxes - Real Property (Actual) was overstated by Landlord by more than [*****], Landlord shall, within thirty (30) days after receipt of written request from Tenant, accompanied by back-up documentation reasonably acceptable to Landlord, reimburse Tenant for the actual, reasonable costs and expenses paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant in connection with Tenant's audit, not to exceed [*****] per audit. No audit shall be conducted at any time that there is an uncured Event of Default by Tenant under this Lease. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the year-end Tenant Space. Such audit must be conducted by an independent nationally or regionally recognized accounting CONFIDENTIAL MATERIAL HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION. BOXES AND ASTERIXES DENOTE SUCH OMISSION firm. All information obtained through the Tenant's audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to the Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant, subject to the terms and provisions of Section 17.19 below; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant's exercise of its right to audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person other than Tenant and/or Tenant's officers, agents and employees, except upon the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant related to such audit, or if required by Applicable Laws. Tenant understands and agrees that the confidentiality provisions set forth herein are of material importance to Landlord and that any violation of such provisions shall result in immediate and irreparable harm to Landlord. Notwithstanding anything to the contrary contained herein, including without limitation this Section 3.2.4 and/or Section 17.19 below, Landlord shall have all rights allowed by law or equity if Tenant, its officers, agents, or employees violate the terms of this provision, and, if Tenant and/or its officers or employees violates the terms of this provision the result of which is the material impairment and/or interference of Landlord's operation of the Building, Landlord shall have the right to terminate Tenant's right to audit in the future pursuant to this Section 3.2.4. In the event Tenant's auditor violates the terms of this provision, Landlord shall have the right to condition Tenant's right to audit in the future pursuant to this Section 3.2.4 on Tenant engaging a different auditor to perform any future audit. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expense reconciliation processExpenses (Actual) and/or Taxes - Real Property (Actual), Tenant shall be deemed to have approved such statement in all respects, provided that the foregoing shall not preclude Tenant from objecting to payments of amortized amounts for capital improvement items charged to Tenant under subparagraph (vii) of the definition of Operating Expenses in Schedule “1.”

Intentionally Deleted. C. The Rights of the Parties to Leases Acquired in the AMI. If, during the term of the AMI, any Party acquires an Oil and Gas Interest within the AMI (vihereinafter referred to as an "Acquired Interest"), whether by leasing, farm-in, purchase from a third party lessee or otherwise, the Party that acquires the Acquired Interest (the "Acquiring Party") At least 5 Business Days prior shall deliver written notice of the acquisition to the Closing Dateother Party (the "Non-Acquiring Party"), Seller by certified mail, within fifteen (15) days of the date of the acquisition (the "Notice"). The Notice must include a copy of the instrument creating the Acquired Interest (e.g. an oil and gas lease or mineral deed), any title documents defining the title and quantity of the Acquired Interest (e.g. ownership reports and run sheets), and documentation of the Acquisition Cost, as defined above, of the Acquired Interest. The Non-Acquiring Party shall provide Buyer with a reasonably detailed reconciliation for each Tenant showing all common area maintenance chargeshave fifteen (15) days from receipt of the Notice in which to provided notice to the Acquiring Party, property taxesin writing, insurance and other operating cost passdelivered by certified mail, of its decision whether or not to acquire one-throughs payable by Tenants (collectivelyhalf of the Acquired Interest. If the Non-Acquiring Party elects to acquire one-half of the Acquired Interest, the “Operating Expenses”Non-Acquiring Party shall tender to the Acquiring Party, within thirty (30) incurred by Seller from the beginning days of its election, one-half of the then-current calendar year (and if Acquisition Costs of the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating ExpensesAcquired Interest, and if the prior period has not been proratedAcquiring Party shall, also for said prior periodwithin thirty (30) through the Closing Date, and any Operating Expense estimates or charges collected by Seller during the same period days of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that Seller has received as receipt of the Closing any monthly Non-Acquiring Party's share of the Acquisition Costs, deliver an assignment of one-half of the Acquired Interest to the Non-Acquiring Party, without reservation. Failure of the Non-Acquiring Party to respond to the Notice within fifteen (15) days, or periodic payments to deliver its share of Operating Expenses allocable the Acquisition Costs to periods as of and subsequent to Closingthe Acquiring Party within the following (30) days, the same shall be prorated deemed a waiver and Buyer shall receive a credit therefor at release, by the Closing. With respect to Non-Acquiring Party, of any monthly present or periodic payments of Operating Expenses received by Buyer after the Closing allocable future right to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end share of the operating expense year under Acquired Interest. Any Acquired Interest in which the Tenant Leases was the Closing Date, Seller would be obligated Non-Acquiring Party elects to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection participate for a one-half share shall be paid by Seller referred to Buyer at the Closing hereinafter as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation process"Jointly Owned Interest".

Intentionally Deleted. (vid) At least 5 Business Days prior Landlord may recover from Tenant, and Tenant shall pay to Landlord upon demand, as Additional Rent, such reasonable and actual expenses as Landlord may incur in recovering possession of the Closing DateLeased Premises, Seller shall provide Buyer with a reasonably detailed reconciliation placing the same in good order and condition and repairing the same for each Tenant showing reletting, and all common area maintenance chargesother reasonable and actual expenses, property taxes, insurance commissions and other operating cost pass-throughs payable by Tenants (collectively, the “Operating Expenses”) charges incurred by Seller from Landlord in exercising any remedy provided herein or as a result of any Event of Default by Tenant hereunder (including without limitation attorneys' fees). Except as provided in Section 9(b) or 13(e), at any time upon prior notice to Tenant, Landlord and Lender shall have the beginning right, but shall not be required, to pay such sums or do any act which requires the expenditure of monies which may be necessary or appropriate by reason of the then-current calendar year failure or neglect of Tenant to comply with any of its obligations under this Lease (Landlord and if Lender shall not, however, exercise any such rights unless the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expensesfailure or neglect shall have ripened into an Event of Default), and if the prior period has not been prorated, also for said prior period) through the Closing Date, and any Operating Expense estimates or charges collected by Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that Seller has received as of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; provided, in the event of an Under Collectionthe exercise of such right by Landlord or Lender, Tenant agrees to pay to Landlord or Lender forthwith upon demand, as Additional Rent, all such sums including reasonable attorneys fees, together with interest thereon at the Default Rate. (e) The various rights and remedies reserved to Landlord herein are cumulative, the amount rights and remedies described in Section 20(a)-(d) shall survive termination of this Lease and Landlord may pursue any and all such rights and remedies and any other available to Landlord under applicable law or equity, whether at the Under Collection same time or otherwise (to the extent not inconsistent with specific provisions of this Lease); provided, however, that no remedy of termination shall be paid by Buyer available to Seller outside Landlord except as expressly set forth in Section 20(b) after the occurrence of escrow within 5 Business Days after receipt an Event of Default. Notwithstanding anything herein to the contrary, Landlord expressly waives its right to forcibly dispossess Tenant from the Leased Premises, whether peaceably or otherwise, without judicial process, such that Landlord shall not be entitled to any "commercial lockout" or any other provisions of applicable Tenant in connection with law which permit landlords to dispossess tenants from commercial properties without the year-end Operating Expense reconciliation processbenefit of judicial review. 21.

Intentionally Deleted. (vih) At least 5 Business Days prior Tenant’s design build contractor shall incorporate only new materials and equipment into the construction of the Waterford II Improvements. Tenant shall cause its design build contractor to the Closing Datewarrant all Waterford II Improvements including, Seller shall provide Buyer with a reasonably detailed reconciliation for each Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants (collectivelywithout limitation, the “Operating Expenses”) incurred by Seller from the beginning foundations, slab, structural frame, roof, exterior walls of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the Closing DateWaterford II Building, and any Operating Expense estimates site improvements, landscaping or charges collected by Seller during other elements of the same Waterford II Improvements against defective design, workmanship, and materials, latent or otherwise, for a period of time and relating to such Tenant, all in one year from the form customarily submitted to each Tenant date of Substantial Completion (the “CAM ReconciliationWarranty Period”). To Tenant shall use commercially reasonable efforts to cause its design build contractor to repair or replace at such design build contractor’s sole cost and expense any defective item of Waterford II Improvements occasioned by defective design, workmanship, or materials that Landlord or Tenant discovers during the extent that Seller has received as Warranty Period. Upon the expiration of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of Warranty Period, Tenant shall cause all remaining material and subsequent to Closinglabor warranties for the design build contractor, the same roof on the Waterford II Building, the window glazing, and all mechanical or other systems, including HVAC, electric, plumbing and sewer systems, to be assigned to Landlord. In addition, Tenant shall be prorated deliver to Landlord all other remaining assignable guaranties and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses warranties received by Buyer after Tenant in connection with the Closing allocable to a Seller prior to Closingconstruction of the Waterford II Improvements and, Buyer thereafter, Tenant shall promptly pay perform (or cause the same to Seller (subject to the provisions in Section 12.1(b)(iperformance of) for delinquent rentals)the benefit of Landlord, at Landlord’s expense, any continuing, non-assignable guaranties and warranties. Notwithstanding the foregoing, Tenant has no obligation to assign any warranty or guaranty to Landlord if Tenant is obligated to maintain an item covered by the warranty or guaranty pursuant to Section 10 of this Lease. From and after the expiration of the Warranty Period, Tenant shall cooperate with Landlord in Landlord’s enforcement, at Landlord’s sole Exhibit 10.7 cost and expense, of any express warranties or guaranties of workmanship or materials for the Waterford II Improvements given by subcontractors, architects, draftsmen, or materialmen that guarantee or warrant against defective design, workmanship, or materials for a period of time in excess of the Warranty Period, provided that the foregoing shall be at Tenant’s sole cost and expense if Tenant is obligated to maintain such item pursuant to Section 10 of this Lease. The obligations Tenant undertakes under the terms of this subsection are in addition to the extent maintenance and repair obligations that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end Tenant undertakes under other terms of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation processthis Lease.

Intentionally Deleted. (vid) At least 5 Business Days In the event Tenant proposes an assignment of this lease which is not a Permitted Transfer or proposes to sublease, in a single sublease, or when combined with previous and any contemplated subleases, of 50,000 or more square feet for a sublease term of more than ninety-five percent (95%) of the remaining Term of this lease, then Landlord may elect to terminate this lease as to the Sublet Space on the date set forth in Landlord’s notice to Tenant, which date shall be no less than thirty (30) days and no more than ninety (90) days after the date of such notice. If the Sublet Space does not constitute the entire Premises and Landlord exercises its option to terminate this lease with respect to the Sublet Space, as to that portion of the Premises which is not part of the Sublet Space, this lease shall remain in full force and effect except that Base Rental, Tenant’s Forecast Additional Rental, and Tenant’s Additional Rental shall be calculated on the difference between the net rentable area prior to such termination and the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for each Tenant showing all common net rentable area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants (collectively, the “Operating Expenses”) incurred by Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the Closing Date, and Sublet Space. Notwithstanding any Operating Expense estimates term or charges collected by Seller during the same period provision of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that Seller has received as of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject this lease to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; providedcontrary, in the event that Landlord elects to terminate this lease pursuant to Landlord’s options set forth above, Tenant shall have the right to withdraw its request to sublet the Sublet Space, such right to be exercisable by Tenant by delivery of an Under Collectionwritten notice of such withdrawal to Landlord within twenty (20) days of receipt of written notice from Landlord of such election to terminate the lease with respect to the Sublet Space. In the event that Tenant exercises such right to withdraw its request to sublet the Sublet Space, the amount of the Under Collection then Landlord’s election to terminate this lease shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation processno force and effect.

Intentionally Deleted. F. Tenant is in default beyond any notice and cure period under any other lease or agreement with Landlord, including, without limitation, any lease or agreement for parking. Landlord Default. Landlord shall be in default under this Lease if (vii) At least 5 Business Days prior Landlord fails to perform any of its obligations hereunder and said failure continues for a period of 60 days after written notice thereof from Tenant to Landlord (provided that if such failure cannot reasonably be cured within said 60 day period, Landlord shall be in default hereunder only if Landlord fails to commence the Closing Datecure of said failure within said 60 day period, Seller or having commenced the curative action within said 60 day period, fails to diligently pursue same) and (ii) each Mortgagee (as defined in Article XXVI) of whose identity Tenant has been notified in writing shall provide Buyer with a reasonably detailed reconciliation for each Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants have failed to cure such default within 30 days (collectively, the “Operating Expenses”) incurred by Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, or such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the Closing Date, and any Operating Expense estimates or charges collected by Seller during the same longer period of time as may be specified in any written agreement between Tenant and relating Mortgagee regarding such matter) after receipt of written notice from Tenant of Landlord’s failure to cure within the time periods provided above. In the event of a default by Landlord under the Lease, Tenant shall use reasonable efforts to mitigate its damages and losses arising from any such Tenantdefault and Tenant may pursue any and all remedies available to it at law or in equity, all provided, however, in no event shall Tenant claim a constructive or actual eviction or that the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that Seller has received as of the Closing any monthly Premises have become unsuitable or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable unhabitable prior to a Seller prior default and failure to Closingcure by Landlord and its Mortgagee under this Lease and, Buyer shall promptly pay the same to Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; further provided, in the no event of an Under Collectionshall Tenant be entitled to receive more than its actual direct damages, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable it being agreed that Tenant in connection with the year-end Operating Expense reconciliation processhereby waives any claim it otherwise may have for special or consequential damages.

Intentionally Deleted. 13.1.4 With respect to the initial Term only (vibut not any of the Extension Terms), Landlord may, in Landlord’s sole and absolute discretion, upon a minimum of nine (9) At least 5 Business Days months written notice to Tenant prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for each Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants (collectively, the “Operating Expenses”) incurred by Seller from the beginning expiration of the then-current calendar year initial Term, require Tenant at the expiration or earlier termination of the initial Term to either: (1) remove all Alterations and if Tenant’s Personal Property (and, in each and every case, restore any damage resulting from such installation and/or removal) such that the prior calendar year has Property is fully restored back to substantially the same condition it was on the date of Substantial Completion of Landlord’s Work, ordinary wear and tear (provided such ordinary wear and tear does not been proratedresult in a state of disrepair) excepted; or (2) leave all then existing Alterations and Tenant’s Personal Property (other than Tenant’s employees personal property unrelated to Tenant’s use of the Tenant Space) in the Tenant Space free and clear of all liens, also for said prior yearclaims and encumbrances and in good working order in accordance with all Applicable Laws. In consideration of ten dollars ($10.00) (orthe receipt and sufficiency of which is hereby acknowledged by Tenant), all of such Tenant’s Personal Property shall be automatically conveyed by Tenant to Landlord free and clear of all liens, claims and encumbrances upon the expiration or earlier termination of this Lease. While not necessary to effect said automatic conveyance, if differentrequired by Landlord, such Tenants’ thenTenant shall execute and deliver all requisite conveyancing, transfer, release, discharge and assignment documents as required by Landlord acting reasonably. Furthermore, Tenant shall also deliver to Landlord all plans, specifications, manuals and as-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the Closing Date, and any Operating Expense estimates built surveys in Tenant’s possession or charges collected by Seller during the same period of time and relating control with respect to such Alterations and/or Tenant, all in ’s Personal Property (but excluding propriety materials of Tenant) upon the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that Seller has received as expiration or sooner termination of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same shall be prorated and Buyer shall receive a credit therefor at the Closingthis Lease. With respect to each Extension Term (but not the initial Term), so long as no Event of Default has occurred and is subsisting, Tenant may elect, in Tenant’s sole and absolute discretion, upon a minimum of nine (9) months prior written notice to Landlord, to either: (1) remove all Alterations and Tenant’s Personal Property (and, in each and every case, restore any monthly or periodic payments of Operating Expenses received by Buyer after damage resulting from such installation and/or removal) such that the Closing allocable Property is fully restored back to a Seller prior to Closing, Buyer shall promptly pay substantially the same condition it was at the date of Substantial Completion of Landlord’s Work, ordinary wear and tear (provided such ordinary wear and tear does not result in a state of disrepair) excepted; or (2) leave all then existing Alterations and convey to Seller Landlord all of Tenant’s Personal Property (subject other than Tenant’s employees personal property unrelated to Tenant’s use of the provisions Tenant Space) in Section 12.1(b)(i) for delinquent rentals)the Tenant Space, in each case, free and clear of all liens, claims and encumbrances and in good working order in accordance with all Applicable Laws. Notwithstanding the foregoing, While not necessary to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such thateffect said automatic conveyance, if required by Landlord, Tenant shall execute and deliver all requisite conveyancing, transfer, release, discharge and assignment documents as required by Landlord acting reasonably. Furthermore, Tenant shall also deliver to Landlord all plans, specifications, manuals and as-built surveys in Tenant’s possession or control with respect to such Alterations and/or Tenant’s Personal Property (but excluding propriety materials of Tenant) upon the end expiration or sooner termination of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation processthis Lease.

Intentionally Deleted. (vi) At least 5 Business Days prior to the Closing Date, Seller 19.8 If Landlord shall provide Buyer with a reasonably detailed reconciliation for each Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants (collectively, the “Operating Expenses”) incurred by Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expensesbe in default hereunder, and if such default materially impairs Tenant’s use of or operations in the prior Premises, Tenant shall so notify Landlord in writing and Landlord shall have a period has of thirty (30) days following the date of receipt of such written notice to cure the default, or if such default is of a nature that it cannot been proratedbe cured in thirty (30) days, also then Landlord shall have a reasonable period of time beyond such thirty day period to cure the default provided that Landlord is diligently pursuing such cure. In the event that Landlord does not cure the default within the applicable cure period, Tenant shall notify Landlord in writing that Tenant intends to cure such default and Tenant shall have the right, but not the obligation, to cure such default for said prior period) through the Closing Dateaccount of Landlord, and any Operating Expense estimates reasonable amount paid by Tenant in so doing shall be deemed paid for the account of Landlord, Landlord agreeing to reimburse Tenant therefrom. If Landlord shall fail to reimburse Tenant within thirty (30) days of written demand for any amount paid for the account of Landlord hereunder, such amount may be deducted by Tenant from the next or charges collected by Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that Seller has received as of the Closing any monthly or periodic succeeding payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; Base Rent provided, however, that Tenant shall not deduct any amount until the matter of Landlord’s default has been Finally Determined by judicial proceeding. As used in the event of an Under Collectionthis Lease, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation process.a matter has been “Finally

Intentionally Deleted. (vi) At least 5 Business Days prior In addition to Landlord’s right to approve of any subtenant or assignee, Landlord shall have the Closing Dateoption, Seller shall provide Buyer with a reasonably detailed reconciliation for each Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants (collectively, the “Operating Expenses”) incurred by Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the Closing Date, and any Operating Expense estimates or charges collected by Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that Seller has received as of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; providedits sole discretion, in the event of an Under Collectionany proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice given by Landlord to Tenant within thirty (30) days following Landlord’s receipt of Tenant’s written notice as required above. However, if Tenant notifies Landlord, within five (5) days after receipt of Landlord’s termination notice, that Tenant is rescinding its proposed assignment or sublease, the amount termination notice shall be void and the Lease shall continue in full force and effect. If this Lease shall be terminated with respect to the entire Premises pursuant to this Section, the Term of this Lease shall end on the date stated in Tenant’s notice as the effective date of the Under Collection sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Section only a portion of the Premises, the rent to be paid from time to time during the unexpired Term shall xxxxx proportionately based on the proportion by which the approximate square footage of the remaining portion of the Premises shall be paid less than that of the Premises as of the date immediately prior to such recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding commission obligation which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises are recaptured pursuant to this Section 9.3 and rented by Buyer Landlord to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation processproposed tenant or any other tenant.

Intentionally Deleted. (vi5) At least 5 Business Days prior By April 1 of each calendar year, or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement of Operating Costs for the Closing Dateprevious year, Seller shall provide Buyer with a reasonably detailed reconciliation for in each Tenant showing all common area maintenance chargescase adjusted as provided in Section 4.(b)(6), property taxes, insurance and other operating cost pass-throughs payable by Tenants (collectively, the “Operating Expenses”) incurred by Seller from the beginning of the then-current calendar Taxes for the previous year (the "OPERATING COSTS AND TAX STATEMENT"). If the Operating Costs and if Tax Statement reveals that Tenant paid more for Operating Costs than the prior calendar actual amount for the year has not been proratedfor which such statement was prepared, also or more than its actual share of Taxes for said prior such year) (or, then Landlord shall promptly credit or reimburse Tenant for such excess; likewise, if differentTenant paid less than Tenant's actual Proportionate Share of Additional Rent or share of Taxes due, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the Closing Date, and any Operating Expense estimates or charges collected by Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each then Tenant (the “CAM Reconciliation”). To the extent that Seller has received as of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay Landlord such deficiency. If Tenant disputes such Operating Cost and Tax Statement as aforesaid, Tenant shall have the same right to Seller cause an accounting firm not engaged on a contingent fee basis to audit Landlord's books used to determine said Operating Cost and Tax Statement within ninety (subject 90) days after submission thereof by Landlord, which right Tenant agrees not to exercise more than once annually. Access to said Operating Cost and Tax Statement books shall be provided within thirty (30) days of Tenant's request. Any information obtained by Tenant pursuant to the provisions in of this Section 12.1(b)(i4(b)(5) for delinquent rentalsshall be treated as confidential and shall not be disclosed to anyone including without limitation any other tenants of the Building (other than to Tenant's accounting firm and/or Tenant's financial and legal consultants and lenders). Notwithstanding the foregoingIf any such audit discloses Tenant paid in excess of Tenant's proportionate share of Operating Costs or Taxes, Landlord shall promptly reimburse such excess to the extent Tenant within thirty (30) days after Tenant's demand therefor. If any audit discloses that the CAM Reconciliation reveals that Seller has over-collected Landlord overstated Operating Expenses such that, if the end of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money to the Tenants Costs and/or Taxes by more than five percent (an “Over Collection”5%), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection Landlord shall be paid by Seller to Buyer at the Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable promptly reimburse Tenant in connection for its reasonable out-of-pocket costs associated with the year-end Operating Expense reconciliation processsuch audit.

Intentionally Deleted. (vic) At least 5 Business Days On or prior to the Closing Datedate hereof, Seller (x) Operating Lessees shall provide Buyer with a reasonably detailed reconciliation for notify each Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants (collectively, the “Operating Expenses”) incurred by Seller from the beginning of the then-current calendar year Property Managers to make all payments due to a Operating Lessee under the applicable Property Management Agreement and/or Operating Lease or otherwise payable directly to the Deposit Account (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the Closing Date, and any Operating Expense estimates or charges collected by Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that Seller has received as of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same such notice shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject to the provisions approval of Lender and, shall be irrevocable without the consent of Lender until the Debt has been paid in Section 12.1(b)(ifull, it being understood that the notice contained in the Agreements with Managers was previously approved by Lender), and (y) for delinquent rentals). Notwithstanding Borrowers shall notify Operating Lessees to make all payments due to Borrowers under the foregoing, Operating Leases (but only to the extent amounts received under the Operating Lease were not paid from amounts received by the Operating Lessee pursuant to Sections 9.4.1(x), 9.2 or 9.3 hereof) directly into the Deposit Account (the form of such notice shall be subject to the approval of Lender and, shall be irrevocable without the consent of Lender until the Debt has been paid in full, it being understood that the CAM Reconciliation reveals that Seller has over-collected notice contained in the Agreements with Managers was previously approved by Lender). If the Deposit Account is changed, a comparable notice shall be sent to each Property Manager and Operating Expenses such thatLessee. If, if notwithstanding the end provisions of this Section 9.1(c), a Borrower or Operating Lessee receives any sums due under a Property Management Agreement, Operating Lease (but only to the operating expense year extent amounts received under the Tenant Leases was Operating Lease were not paid from amounts received by the Closing DateOperating Lessee pursuant to Sections 9.4.1(x), Seller would 9.2 or 9.3 hereof) or other amount (including any "key" or similar funds paid by any Property Manager or Affiliate thereof to Borrower) otherwise payable to such Borrower or Operating Lessee (except for amounts payable to such Borrower or Operating Lessee pursuant to Section 9.4.1(x) or amounts otherwise permitted to be obligated paid or distributed to refund money or on behalf of Borrowers or Operating Lessees under Section 9.2 or Section 9.3 hereof), then the applicable Borrower or Operating Lessee (x) shall be deemed to hold such amounts in trust for Lender and (y) shall deposit any such sums in the Deposit Account within one Business Day of receipt thereof. Borrowers or Operating Lessees agree to provide Lender with written notice of any amounts reimbursed to Sponsor pursuant to this Section within ten (10) Business Days from the date of such reimbursement. If and to the Tenants extent Sponsor or any affiliate (other than a Borrower or an “Over Collection”)Operating Lessee) makes a capital expenditure with respect to a Property that is provided for in an Annual Budget, rather than collect additional money from the Tenants (an “Under Collection”)provided no Event of Default has occurred and is continuing, said Over Collection shall Borrower will be paid by Seller entitled to Buyer at the Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt receive reimbursement from the applicable Tenant in connection with Property Manager from the year-end Operating Expense reconciliation processFF&E reserve account established under the applicable Property Management Agreement.

Intentionally Deleted. (vi) At least 5 Business Days ARTICLE XVI ----------- DAMAGE AND DESTRUCTION ---------------------- If the Premises are hereafter damaged or destroyed or rendered partially untenantable for their accustomed use by fire or other casualty insured under the coverage which Landlord is obligated to carry pursuant to Section 11.1 hereof, Landlord shall promptly repair the same to substantially the condition which they were in immediately prior to the Closing Datehappening of such casualty (excluding stock in trade, Seller fixtures, furniture, furnishings, carpeting, floor covering, wall covering, drapes, ceiling and equipment), and from the date of such casualty until the Premises are so repaired and restored, the Minimum Monthly Rent payments payable hereunder shall provide Buyer with a reasonably detailed reconciliation for each Tenant showing all common area maintenance chargesxxxxx in such proportion as the part of said Premises thus destroyed or rendered untenantable bears to the total Premises; provided, property taxeshowever, that Landlord shall not be obligated to repair and restore if such casualty is not covered by the insurance which Landlord is obligated to carry pursuant to Section 11.1 hereof or is caused directly or indirectly by the negligence of Tenant, its agents, employees and invitees and no portion of the Minimum Monthly Rent and other operating cost pass-throughs payments payable by Tenants (collectivelyhereunder shall xxxxx, the “Operating Expenses”) incurred by Seller from the beginning and provided, further, that Landlord shall not be obligated to expend for any repair or restoration an amount in excess of the then-current calendar year (insurance proceeds recovered therefor, and provided, further, that if the Premises be damaged, destroyed or rendered untenantable for their accustomed uses by fire or other casualty to the extent of more than fifty percent (50%) of the cost to replace the Premises during the last three (3) years of the Lease Term, then Landlord or Tenant shall have the right to terminate this Lease effective as of the date of such casualty by giving to the other, within sixty (60) days after the happening of such casualty, written notice of such termination. If such notice be given, this Lease shall terminate and Landlord shall promptly repay to Tenant any rent theretofore paid in advance which was not earned at the date of such casualty. Any time that Landlord repairs or restores the Premises after damage or destruction, then Tenant shall promptly repair or replace its stock in trade, fixtures, furnishings, furniture, carpeting, wall covering, floor covering, drapes, ceiling and equipment to the same condition as they were in immediately prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expensesto the casualty, and if Tenant has closed its business, Tenant shall promptly reopen for business upon the completion of such repairs. If in the event of a fire or casualty Landlord fails to repair and restore the Premises within ninety (90) days after the fire or casualty, then Tenant may, as Tenant's sole remedy for failure to rebuild, cancel and terminate this Lease at any time thereafter unless prior period has not been prorated, also for said prior period) through to the Closing Date, and any Operating Expense estimates or charges collected exercise of such right by Seller during the same period of time and relating to such Tenant, all Landlord substantially completes the repair or restoration. Notwithstanding anything to the contrary set forth herein, in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that Seller has received as event all or any portion of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same Center shall be prorated and Buyer shall receive a credit therefor at damaged or destroyed by the Closing. With respect to any monthly fire or periodic payments of Operating Expenses received by Buyer after other cause (notwithstanding that the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentalsPremises may be unaffected thereby). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses cost of restoration thereof would exceed fifty percent (50%) of the amount it would have cost to replace the Center in its entirety at the time such thatdamage or destruction occurred, then Landlord may terminate this Lease by giving Tenant thirty (30) days prior notice of Landlord's election to do so, which notice shall be given, if at all, within ninety (90) days following the end date of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; provided, in such occurrence. In the event of an Under Collectionthe termination of this Lease as aforesaid, this lease shall cease thirty (30) days after such notice is given, and the amount of the Under Collection rent and other charges hereunder shall be paid by Buyer to Seller outside adjusted as of escrow within 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation processthat date.

Intentionally Deleted. TAXES 3.3 The Sublessee shall pay to Sublessor an amount equal to any and all goods and services taxes, sales taxes, value added taxes, business transfer taxes, or any other taxes imposed on the Sublessor with respect to rent or any other costs, charges or expenses payable by the Sublessee to the Sublessor under this sublease, or in respect of the rental of space under this sublease, whether characterized as a goods and services tax, sales tax, value added tax, business transfer tax, or otherwise (vi) At herein called "Taxes"), it being the intention of the parties that the Sublessor shall be fully reimbursed by the Sublessee with respect to any and all Taxes at the full tax rate applicable from time to time in respect of the rent or the rental of space, without reference to any tax credits available to the Sublessor. The amount of the Taxes so payable by the Sublessee shall be calculated by the Sublessor in accordance with the applicable legislation or in the same manner set out in the Head Lease, as the circumstances require, and shall be paid to the Sublessor in the case of goods and services tax at the same time as the Gross Rent is paid, and in the case of any other taxes provided herein at least 5 Business Days fifteen days prior to the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for each Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants (collectively, the “Operating Expenses”) incurred by Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the Closing Date, and any Operating Expense estimates or charges collected by Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that Seller has received as of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent date that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated Sublessor is obliged to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; provided, remit same. Despite any other provision in the event of an Under Collectionthis sublease, the amount payable by the Sublessee under this paragraph shall be deemed not to be rent, but the Sublessor shall have all of the Under Collection same remedies for and rights of recovery of such amount as it has for recovery of rent under this sublease. GROSS RENT FOR 2000 BASE YEAR AND ESCALATIONS 3.4 Gross Rent shall include base year 2000 realty taxes, utilities, waste disposal and insurance components for which Sublessor is responsible to the Head Landlord as set out in the Head Lease. The base year 2000 amount in respect of realty taxes, utilities consumption, waste disposal and insurance is estimated to be $8.50 per square foot. The Sublessor shall provide the Sublessee with appropriate documentation to verify the actual amount as soon as the actual amount can be verified. The Sublessee shall be paid responsible for any amounts in excess of the base year 2000 amount in respect of realty taxes, utilities, waste disposal and insurance. The Sublessee shall be 4 -4- responsible to provide its own janitorial services, to maintain and repair the Demised Premises, and to be responsible for the costs to repair any damage caused by Buyer the Sublessee or those for whom the Sublessee is in law responsible. The Sublessee shall not otherwise be responsible for the maintenance and repair of the Building and shall not otherwise be required to Seller outside of escrow within 5 Business Days after receipt from contribute to the applicable Tenant in connection with the year-end Operating Expense reconciliation processcost and expenses relating to same.

Intentionally Deleted. SURRENDER OF 21. No act by Landlord shall be deemed an acceptance PREMISES of a surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless the same is made in writing and signed by Landlord. At the expiration or termination of this Lease, Tenant shall deliver to Landlord the Premises with all improvements located thereon in good repair and condition, reasonable wear and tear (viand condemnation and fire or other casualty damage not caused by Tenant, as to which Sections 14 and 15 shall control) At least 5 Business Days prior excepted, and shall deliver to Landlord all keys to the Closing DatePremises. Provided that Tenant has performed all of its obligations hereunder, Seller shall provide Buyer with a reasonably detailed reconciliation for each Tenant showing may remove all common area maintenance chargesunattached trade fixtures, property taxes, insurance and other operating cost pass-throughs payable by Tenants (collectively, the “Operating Expenses”) incurred by Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expensesfurniture, and if personal property placed in the prior period has Premises by Tenant (but Tenant shall not been proratedremove any such item which was paid for, also for said prior period) through the Closing Datein whole or in part, by Landlord). Additionally, Tenant shall remove such alterations, additions, improvements, trade fixtures, equipment, wiring, and any Operating Expense estimates or charges collected furniture as Landlord may request. Tenant shall repair all damage caused by Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”)removal. To the extent that Seller has received as of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same All items not so removed shall be prorated deemed to have been abandoned by Tenant and Buyer may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant and without any obligation to account for such items. The provisions of this Section 21 shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if survive the end of the operating expense year under Term. HOLDING OVER 22. If Tenant fails to vacate the Premises at the end of the Term, then Tenant Leases was the Closing Dateshall be a tenant at will and, Seller would in addition to all other damages and remedies to which Landlord may be obligated to refund money entitled for such holding over, Tenant shall pay, in addition to the Tenants other Rent, a daily Basic Rental equal to the greater of (an “Over Collection”)i) 150% of the daily Basic Rental payable during the last month of the Term, rather than collect additional money from or (ii) the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; provided, prevailing rental rate in the event Building for similar space. The provisions of an Under Collection, this Section 22 shall survive the amount end of the Under Collection Term. CERTAIN RIGHTS 23. Provided that the exercise of such rights does RESERVED BY not unreasonably interfere with Tenant's occupancy of the LANDLORD Premises, Landlord, its agents, employees, and contractors shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from have the applicable Tenant in connection with the year-end Operating Expense reconciliation process.following rights:

Intentionally Deleted. (vi) At least 5 Business Days prior to 6.7 If on the Closing Date, the state of title is other than in accordance with the requirements set forth in this Purchase Contract or if any condition to be fulfilled by Seller shall not be satisfied, Purchaser shall provide Buyer Seller with a reasonably detailed reconciliation written Notice thereof at such time, or such title objection or unfulfilled condition shall be deemed waived by Purchaser in which case Purchaser and Seller shall proceed to consummate the Closing on the Closing Date. If Purchaser timely gives Seller such Notice, Seller at its sole option and upon Notice to Purchaser within Seven (7) calendar days following receipt of such Notice may elect to cure such objection or unfulfilled condition for each Tenant showing all common area maintenance chargesup to thirty (30) calendar days. Should Seller be able to cure such title objection or condition, property taxesor should Seller be able to cause title insurance over the same by the Closing Date or any postponed Closing Date, insurance and other operating cost pass-throughs payable by Tenants (collectively, the “Operating Expenses”) incurred by Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, or should Purchaser waive such Tenants’ then-current annual billing objection or condition within such period for Operating Expensescure, then the Closing shall take place on or before ten (10) calendar days after Notice of such cure or waiver. 6.8 If Seller does not elect to cure such objection or unfulfilled condition or during the period of cure Seller is unable or unwilling, in its sole discretion or opinion, to eliminate such title objection or cause Title Insurer to insure over such matter or satisfy such unfulfilled condition, Seller shall give Purchaser written Notice thereof, and if Purchaser does not waive such objection by written Notice delivered to Seller and the prior period has title company issuing the Title Commitment on or before Seven (7) calendar days following the date Seller gives such Notice, then this Purchase Contract shall automatically terminate, in which event Purchaser shall release and quitclaim all of Purchaser's right and interest in such Property to Seller, and the parties hereto shall have no further obligations to each other, except for Purchaser's obligations pursuant to Section 5.3 above, and the Deposit shall be immediately returned to Purchaser. 6.9 Seller covenants that it will not been prorated, also for said prior period) through voluntarily create or cause any lien or encumbrance to attach to the Property between the date of this Purchase Contract and the Closing Date, and ; any Operating Expense estimates such monetary lien or charges collected encumbrance so attaching by voluntary act of Seller during shall be discharged by the same period of time and relating Seller at or prior to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that Seller has received as of Closing on the Closing Date or any monthly postponed Closing Date. Except as expressly provided above, Seller shall not be required to undertake efforts to remove any other lien, encumbrance, security interest, exception, objection or periodic payments other matter, to make any expenditure of Operating Expenses allocable money or institute litigation or any other judicial or administrative proceeding and Seller may elect not to periods as of and subsequent discharge the same. 6.10 Anything to Closingthe contrary notwithstanding, the same Purchaser shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect not have any right to terminate this Purchase Contract or object to any monthly lien, encumbrance, exception or periodic payments of Operating Expenses received other matter that is a Permitted Exception, that has been waived or deemed to have been waived by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals)Purchaser. Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation process.6.11 Intentionally deleted. 6.12

Intentionally Deleted. 2.10. Requisitions for the Initial Release and all subsequent releases from the Disbursement Fund shall be provided to each Lender by Borrower simultaneously with submission of such Requisition to Administrative Agent, together with all supporting material required by this Article II in the case of the Initial Release and Article IV in the case of each subsequent release (vi) At least 5 Business Days prior including, but not limited to, the reports of the Construction Consultant). In the event that a Lender disapproves all or a portion of the Requisition and notifies (which disapproval notification shall be made to the Closing DateAdministrative Agent in writing, Seller shall provide Buyer with a reasonably detailed reconciliation be reasonable and be in sufficient detail for each Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants (collectively, the “Operating Expenses”) incurred by Seller from Administrative Agent to be able to assess the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the Closing Date, and any Operating Expense estimates or charges collected by Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant disapproval (the “CAM ReconciliationDisapproval Notice”). To the extent that Seller has received as ) Administrative Agent of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to a Seller such disapproval prior to ClosingAdministrative Agent disbursing the Loan proceeds, Buyer Administrative Agent shall promptly pay not release such disbursement (or portion thereof that is being disapproved by the same applicable Lender, as the case may be) until Administrative Agent, Required Lenders and the Borrower resolve the disputed items. In the event that a Lender disapproves or disputes all or a portion of a Requisition and provides a Disapproval Notice to Seller (subject to Administrative Agent after Administrative Agent has disbursed the provisions in Section 12.1(b)(i) for delinquent rentals)Loan proceeds, Administrative Agent shall not disburse the immediately succeeding Requisition until Administrative Agent, Required Lenders and the Borrower resolve the disputed items. Notwithstanding the foregoing, if a Lender has not disapproved a Requisition within five (5) days after the release of such disbursement, such Lender’s consent shall be deemed given. For the purposes of this Section 2.10, in addition to delivering notices pursuant to Section 7.01(h) hereof, Required Lenders shall provide notice to Administrative Agent by electronic mail to Xxxxxxxxx.Xxxxxxxx@xx.xxx. Notwithstanding anything to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such thatcontrary contained in this Agreement or otherwise, if the end of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money but subject to the Tenants (an “Over Collection”)Accepted Servicing Practices, rather than collect additional money from Administrative Agent shall have no liability whatsoever to the Tenants (an “Under Collection”)Lenders for approving the advance of a Requisition that any Lender or Lenders subsequently disapprove, said Over Collection shall be paid by Seller approved or are deemed to Buyer at the Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation processhave approved.

Intentionally Deleted. (vic) At All insurance required hereunder shall not be subject to cancellation without at least 5 Business Days thirty (30) days prior notice to all insureds, and shall name Landlord, Brandywine Realty Trust, Landlord's Agent and Tenant as insureds, as their interests may appear, and, if requested by Landlord, any liability policy held by Tenant for the Premises shall also name as an additional insured as their interests may appear any mortgagee or holder of any mortgage which may be or become a lien upon any part of the Premises. Prior to the commencement of the Term, Tenant shall provide Landlord with certificates and copies of the policy or policies of insurance above referred to, with evidence that the coverages required have been obtained and that premiums have been paid in full for the policy periods. Tenant shall also furnish to Landlord throughout the term hereof replacement certificates or copies of renewal polices, together with evidence of like paid premiums at least thirty (30) days prior to the Closing Date, Seller expiration dates of the then current policy or policies. All the insurance required under this Lease shall provide Buyer be issued by insurance companies authorized to do business in the State of New York with a reasonably detailed reconciliation financial rating of at least an A-X as rated in the most recent edition of Best's Insurance Reports and in business for each Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by Tenants (collectivelythe past five years. Except as otherwise provided herein, the “Operating Expenses”limit of any such insurance shall not limit the liability of Tenant hereunder. If Tenant fails to procure and maintain such insurance, Landlord may, but shall not be required to, procure and maintain the same, at Tenant's expense to be reimbursed by Tenant as Additional Rent within ten (10) incurred days of written demand. Any deductible under such insurance policy or self-insured retention under such insurance policy in excess of Ten Thousand ($10,000) must be approved by Seller from the beginning Landlord in writing prior to issuance of the thensuch policy. Tenant shall not self-current calendar year (and if the insure without Landlord's prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenseswritten consent. The policy limits set forth herein shall be subject to periodic review, and if Landlord reserves the prior period has not been prorated, also for said prior period) through right to require that Tenant increase the Closing Date, and any Operating Expense estimates or charges collected by Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that Seller has received as of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; providedliability coverage limits if, in the event reasonable opinion of an Under CollectionLandlord, the amount coverage becomes inadequate and is less than commonly maintained by tenants of similar buildings in the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation processarea making similar uses.

Intentionally Deleted. Tenant shall have no rights in any policy or policies maintained by Landlord and shall not, by reason of the reimbursement required by this Section, be entitled to be a named insured thereunder. Tenant shall furnish Landlord, within thirty (vi30) At least 5 Business Days prior days after the Commencement Date, a written statement, certified by Tenant or an executive officer of Tenant, of the actual cost incurred by Tenant in making all improvements and betterments to the Closing DatePremises. Increases in Fire Insurance Premiums Attributable to Tenant. Tenant shall not keep, Seller shall provide Buyer with a reasonably detailed reconciliation use, sell or offer for each sale in or upon the Premises any article which may be prohibited by the standard form of fire insurance policy for office uses. Tenant showing all common area maintenance charges, property taxes, agrees to pay one hundred (100%) percent of any increase in premiums for fire and extended coverage insurance and other operating cost pass-throughs payable by Tenants (collectively, the “Operating Expenses”) incurred by Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the Closing Date, and any Operating Expense estimates or charges collected by Seller that may be charged during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that Seller has received as of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; provided, in the event of an Under Collection, Term on the amount of such insurance which may be carried by Landlord on Landlord's Building resulting from the Under Collection type of item sold or stored by Tenant in the Premises, whether or not Landlord has consented to the same. In determining whether increased premiums are the result of Tenant's use of the Premises, a schedule, issued by the organization making the insurance rate on the Premises, showing the various components of such rate, shall be paid by Buyer to Seller outside conclusive evidence of escrow within 5 Business Days after receipt the several items and charges which make up the fire insurance rate on the Premises. In the event Tenant's occupancy causes any increase of premium for the fire, and/or casualty rates on Landlord's Building from the applicable rates charged for customary office uses, Tenant shall pay the additional premium on the fire and/or casualty insurance policies by reason thereof. The Tenant also shall pay, in connection with such event, any additional premium on the year-end Operating Expense reconciliation processrent insurance policy that may be carried by the Landlord for its protection against rent loss through fire. Bills for such additional premiums shall be rendered by Landlord to Tenant at such times as Landlord may elect, and shall be due from, and payable by Tenant when rendered, and the amount thereof shall be deemed to be, and be paid as Additional Rent.

Intentionally Deleted. I. Seller shall use good faith efforts to cause all of the tenants to execute and deliver to Purchaser estoppel certificates in the form attached hereto as Exhibit “D” and incorporated herein by reference, provided that, to the extent the applicable Leases call for forms of estoppel certificates which differ from the form attached as Exhibit “D” the form required under such Leases shall be deemed to be the required form for purposes hereof. In the event that, prior to the expiration of the date five (vi5) At days before the Closing Date, estoppel certificates in the form called for above (and not alleging any then ongoing default on Seller’s part and confirming the material business terms of the applicable Lease) from each tenant individually occupying more than 10,000.00 square feet (collectively, the “Major Tenants”) and from Tenants occupying 75% of the balance of the occupied area of the Real Property have not been delivered to Purchaser (the “Minimum Estoppel Threshold”), then Purchaser shall, at its option and as its sole and exclusive remedies, have the right to either: (a) terminate this Contract upon written notice thereof to Seller at least 5 Business Days one (1) day prior to the Closing Date, in which event, Purchaser shall receive a refund of the Deposit, and Purchaser and Seller shall provide Buyer each be relieved of any and all liability under this Contract, except such liability under this Contract expressly stated herein to survive such termination or (b) Purchaser may elect to extend the Closing Date for an additional period of time not to exceed thirty (30) days upon written notice to Seller at least two (2) days prior to the original Closing Date in order to enable Seller to continue to pursue such requisite estoppel certificates which will satisfy the Minimum Estoppel Threshold. If Seller is still not able to obtain the requisite estoppel certificates which will satisfy the Minimum Estoppel Threshold within such additional thirty (30) day period, then either Seller or Purchaser shall have the right, at its respective sole option and as its respective sole and exclusive remedy, to terminate this Contract upon notice thereof to the other party within five (5) days after the expiration of such thirty (30) day period; in which event, Purchaser shall receive a refund of the Deposit and thereafter neither Seller nor Purchaser will have any further liability, obligation or responsibility to the other under this Contract, except as otherwise expressly provided in this Contract. If Purchaser elects to extend the Closing Date in accordance with a reasonably detailed reconciliation for each Tenant showing the terms of this Section, then Closing will occur within five (5) days after Seller delivers to Purchaser the requisite estoppel certificates that satisfy the Minimum Estoppel Threshold. Purchaser shall have the option to waive the Seller’s condition precedent to Closing set forth in this Section by written notice to Seller, whereupon such condition will be deemed satisfied. In addition, Seller shall use good faith efforts to cause all common area maintenance chargestenants to execute and deliver to Purchaser subordination, property taxes, insurance non-disturbance and other operating cost pass-throughs payable by Tenants attornment agreements (collectively, the “Operating ExpensesSNDAs”) incurred by Seller in favor of Purchaser’s institutional first mortgage lender in the forms required under and/or on terms stipulated in the respective Leases or if any of the respective Leases do not require a form or stipulate any specific terms, then in the form attached hereto as Exhibit “E”. In the event that SNDAs from the beginning of the then-current calendar year (Major Tenants and if the prior calendar year from any other Tenant with a recorded leasehold interest has not been proratedexecuted and returned to Purchaser on or before Closing, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the Closing Date, and any Operating Expense estimates or charges collected by Seller during until the same period of time and relating are so returned, either party shall have the right to such Tenantterminate this Contract upon notice to the other, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that Seller has received as of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same shall be prorated and Buyer which event Purchaser shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end refund of the operating expense year Deposit, and be relieved of any and all liability under the Tenant Leases was the Closing Datethis Contract, Seller would be obligated except such liability under this Contract expressly stated herein to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation processsurvive such termination.

Intentionally Deleted. 41. THIRD PARTY RE-LOCATION Any third party tenants leasing less than 3,000 square feet in the Building after execution of this Lease by Landlord and Tenant, will have a right of relocation clause in their leases by which Landlord, upon six (vi6) At least 5 Business Days month prior written notice, will relocate those tenants in order that Tenant may occupy said space. Landlord shall not be obligated to relocate any such tenants until Tenant has signed an amendment to this Lease incorporating the Closing Date, Seller shall provide Buyer with a reasonably detailed reconciliation for each Tenant showing all common area maintenance charges, property taxes, insurance and space to be vacated by the other operating cost pass-throughs payable by Tenants (collectively, the “Operating Expenses”) incurred by Seller from the beginning tenant as part of the then-current calendar year Premises. Said condition will exist provided that Tenant has a minimum of three (3) years left on the Term of this Lease and if provided that Landlord has comparable space within the prior calendar year Building in which to relocate said tenant. In the event that Tenant has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the Closing Date, and any Operating Expense estimates exercised an option or charges collected by Seller during the same period of time and relating options to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that Seller has received as of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject renew this Lease pursuant to the provisions of Paragraph 38 herein, Landlord shall continue to include the foregoing right of relocation clause in Section 12.1(b)(ileases to third party tenants leasing less than 3,000 square feet in the Building until such time as Tenant has a minimum of three (3) years left on the extended Term of this Lease, and provided that Landlord has comparable space in the Building in which to locate said tenant. In the event that Landlord relocates an existing tenant in order to accommodate Tenant's need for delinquent rentals). Notwithstanding additional space, Tenant will lease said space in an "as is" condition and under the foregoingsame terms and conditions of this Lease except that the Rent for such additional space shall be at the greater of (a) the then current market rental rate, or (b) the rent reserved for such space in the lease to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the tenant which is being relocated. No Tenant Leases was the Closing Date, Seller would Improvement Allowance will be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), given for said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation processspace.

Intentionally Deleted. I. Seller shall use good faith efforts to cause all of the tenants to execute and deliver to Purchaser estoppel certificates in the form attached hereto as Exhibit “D” and incorporated herein by reference, provided that, to the extent the applicable Leases call for forms of estoppel certificates which differ from the form attached as Exhibit “D” the form required under such Leases shall be deemed to be the required form for purposes hereof. In the event that, prior to the expiration of the date five (vi5) At days before the Closing Date, estoppel certificates in the form called for above (and not alleging any then ongoing default on Seller’s part and confirming the material business terms of the applicable Lease) from each tenant individually occupying more than 10,000.00 square feet (collectively, the “Major Tenants”) and from Tenants occupying 80% of the balance of the occupied area of the Real Property have not been delivered to Purchaser (the “Minimum Estoppel Threshold”), then Purchaser shall, at its option and as its sole and exclusive remedies, have the right to either: (a) terminate this Contract upon written notice thereof to Seller at least 5 Business Days one (1) day prior to the Closing Date, in which event, Purchaser shall receive a refund of the Deposit, and Purchaser and Seller shall provide Buyer each be relieved of any and all liability under this Contract, except such liability under this Contract expressly stated herein to survive such termination or (b) Purchaser may elect to extend the Closing Date for an additional period of time not to exceed thirty (30) days upon written notice to Seller at least two (2) days prior to the original Closing Date in order to enable Seller to continue to pursue such requisite estoppel certificates which will satisfy the Minimum Estoppel Threshold. If Seller is still not able to obtain the requisite estoppel certificates which will satisfy the Minimum Estoppel Threshold within such additional thirty (30) day period, then either Seller or Purchaser shall have the right, at its respective sole option and as its respective sole and exclusive remedy, to terminate this Contract upon notice thereof to the other party within five (5) days after the expiration of such thirty (30) day period; in which event, Purchaser shall receive a refund of the Deposit and thereafter neither Seller nor Purchaser will have any further liability, obligation or responsibility to the other under this Contract, except as otherwise expressly provided in this Contract. If Purchaser elects to extend the Closing Date in accordance with a reasonably detailed reconciliation for each Tenant showing the terms of this Section, then Closing will occur within five (5) days after Seller delivers to Purchaser the requisite estoppel certificates that satisfy the Minimum Estoppel Threshold. Purchaser shall have the option to waive the Seller’s condition precedent to Closing set forth in this Section by written notice to Seller, whereupon such condition will be deemed satisfied. In addition, Seller shall use good faith efforts to cause all common area maintenance chargestenants to execute and deliver to Purchaser subordination, property taxes, insurance non-disturbance and other operating cost pass-throughs payable by Tenants attornment agreements (collectively, the “Operating ExpensesSNDAs”) incurred by Seller in favor of Purchaser’s institutional first mortgage lender in the forms required under and/or on terms stipulated in the respective Leases or if any of the respective Leases do not require a form or stipulate any specific terms, then in the form attached hereto as Exhibit “E”. In the event that SNDAs from the beginning of the then-current calendar year (Major Tenants and if the prior calendar year from any other Tenant with a recorded leasehold interest has not been proratedexecuted and returned to Purchaser on or before Closing, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the Closing Date, and any Operating Expense estimates or charges collected by Seller during until the same period of time and relating are so returned, either party shall have the right to such Tenantterminate this Contract upon notice to the other, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that Seller has received as of the Closing any monthly or periodic payments of Operating Expenses allocable to periods as of and subsequent to Closing, the same shall be prorated and Buyer which event Purchaser shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end refund of the operating expense year Deposit, and be relieved of any and all liability under the Tenant Leases was the Closing Datethis Contract, Seller would be obligated except such liability under this Contract expressly stated herein to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation processsurvive such termination.

Intentionally Deleted. (vi) At least 5 Business Days prior 5.3 In addition to Base Rent, from and after the Closing applicable Commencement Date, Seller Tenant shall pay to Landlord on the first day of each and every month of this Lease, one twelfth (1/12th) of Landlord’s reasonable estimate of Tenant’s Proportionate Share of Operating Costs for that calendar year. Landlord shall attempt in good faith to, on or before November 30th of each calendar year of the Term, provide Buyer Tenant with a reasonably detailed reconciliation its reasonable estimate of the amount of Operating Costs for each the following calendar year. If Landlord does not timely provide Tenant showing with an estimate of the amount of Operating Costs for the following calendar year, commencing on January 1 of the following calendar year, Tenant shall continue to pay monthly installments based on the previous year’s estimate until Landlord provides Tenant with the new estimate, and upon receipt of such estimate, an adjustment shall be made for any month in which Tenant paid monthly installments based on the previous year’s estimate (with Tenant to, within thirty (30) days thereafter, pay Landlord the amount of any underpayment based on such adjustment or Landlord to credit any excess paid by Tenant based on such adjustment toward Tenant’s next rental payment due or refund the same to Tenant, as Tenant may elect). The Rentable Square Footages of the Initial Premises, the Must-Take Premises, the 5th Floor Expansion Premises, the Second Additional Premises and the Building as stated in this Lease shall be deemed final, conclusive and binding for all common area maintenance chargespurposes of this Lease (and shall control over any conflicting information contained in Exhibit A attached hereto), property taxesand, insurance unless otherwise agreed in writing by the parties in their sole and other operating cost pass-throughs payable by Tenants absolute discretion, shall not be subject to change, even if the actual Rentable Square Footages are more or less than any such stated amounts (collectively, the “Operating Expenses”) incurred by Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the Closing Date, and any Operating Expense estimates or charges collected by Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM ReconciliationRentable Square Footage Agreement”). To the extent that Seller has received as of the Closing any monthly or periodic payments Base Rent, Tenant’s Proportionate Share of Operating Expenses allocable to periods as of Costs, and subsequent to Closing, the same shall be prorated and Buyer shall receive a credit therefor at the Closing. With respect to any monthly or periodic payments of Operating Expenses received all other amounts payable by Buyer after the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the Tenant Leases was the Closing Date, Seller would be obligated to refund money to the Tenants (an “Over Collection”), rather than collect additional money from the Tenants (an “Under Collection”), said Over Collection shall be paid by Seller to Buyer at the Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to Seller outside of escrow within 5 Business Days after receipt from the applicable Tenant in connection with this Lease, whether to Landlord or to others, are collectively defined as the year-end Operating Expense reconciliation process“Rent”.