Common use of of this Lease Clause in Contracts

of this Lease. Promptly after the end of each calendar year thereafter, Landlord shall make a determination of Tenant's Proportionate Share of such Operating Costs; and if the aforesaid payments theretofore made for such period by Tenant exceed Tenant's share, such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made during the last year of the Term, in which case such overpayment shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall within thirty (30) days of written notice from Landlord make a suitable payment to Landlord. The initial monthly payment on account of Tenant's Proportionate Share of Operating Costs shall be adjusted after Landlord's determination of Tenant's Proportionate Share actually due for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share of the actual Operating Costs for the immediately preceding period, with adjustments as appropriate where such preceding period is less than a full twelve-month period. Landlord shall have the same rights and remedies for non-payment by Tenant of any such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for in Article 14 of this Lease. As used in this Lease, the term "Operating Costs" shall mean all competitive, reasonable and customary costs and expenses incurred by Landlord in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") of the Building, the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:

of this Lease. Promptly after If the end of each calendar year thereafterarbitrator(s) determine that Landlord has unreasonably withheld its approval for the proposed Material Change, the arbitrator(s) may overrule Landlord's decision and grant the requested approval for the proposed Material Change. If the arbitrator(s) determine that Landlord shall make a determination of Tenant's Proportionate Share of such Operating Costs; and if the aforesaid payments theretofore made for such period by Tenant exceed Tenant's share, such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made during the last year of the Term, in which case such overpayment shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such perioddid not unreasonably withhold its approval, Tenant shall within thirty (30) not make the proposed Material Change or, if already made, make the necessary changes to the Initial Construction to make the work conform to the Approved Plans without the disapproved Material Change. Within 60 days after substantial completion of written notice the Initial Construction, Tenant shall deliver to Landlord a complete reproducible set of as-built plans of the Initial Construction. Notwithstanding Landlord's right to review and approve the Approved Plans and any Material Changes thereto, Landlord and its consultants and representatives shall have no liability for a failure to discover and/or disclose a defect, deficiency, error or omission in the Approved Plans or any changes thereto or for the non-compliance of the Approved Plans or any changes thereto with the terms of this Lease or applicable laws, building codes or regulations. Tenant shall assign to Landlord all warranties and guarantees from Landlord make a suitable payment the elevator manufacturer, installer and others pertaining to Landlordthe street and alley elevators. The initial monthly payment on account assignment of Tenant's Proportionate Share of Operating Costs the warranties and guarantees, for the street elevator shall be adjusted after Landlord's determination effective as of Tenant's Proportionate Share actually due the completion of installation of the elevator. The assignment of the warranties and guarantees for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share alley elevator shall be effective as of the actual Operating Costs for the immediately preceding period, with adjustments as appropriate where such preceding period is less than a full twelve-month period. Landlord shall have the same rights and remedies for non-payment by Tenant date of any such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for in Article 14 termination of this Lease. As used Landlord and Tenant acknowledge that the Approved Plans do not include plans for all of the Exhibit C Work. Tenant remains obligated to perform all of the Exhibit C Work. Approval by Landlord of the Approved Plans shall not modify Tenant's obligation to complete all of the Exhibit C Work. With respect to the portion of the Exhibit C Work that is not included in this Leasethe Approved Plans, Tenant shall prepare and submit to Landlord for Landlord's approval plans and specifications for the work, which approval shall not be unreasonably withheld. When these additional plans and specifications are approved by Landlord, these plans and specifications shall become part of the Approved Plans. Without limiting the generality of the foregoing, the term "Operating Costs" shall mean all competitive, reasonable and customary costs and expenses incurred by Landlord Approved Plans do not include plans for the following major items in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") of the Building, the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:Exhibit

of this Lease. Promptly after the end If Tenant fails to pay rent or other charges due hereunder, or otherwise defaults with respect to any provision of each calendar year thereafterthis Lease, Landlord shall make a determination may draw from the Letter of Credit for the payment of any rent or other charge in default or for the payment of any other sum to which Landlord may become obligated by reason of Tenant's Proportionate Share ’s default, or to compensate Landlord for any loss or damage that Landlord may suffer thereby. The Letter of Credit, which must be received by Landlord on or before December 10, 2007, shall be in form and substance reasonably acceptable to Landlord, and shall be issued from a financial institution reasonably acceptable to Landlord. The Letter of Credit shall be for a term expiring not earlier than February 28, 2013 and shall provide for a maximum benefit to Landlord in the amount of $100,000.00. Notwithstanding the foregoing to the contrary, Landlord may revoke its approval of the issuer of the Letter of Credit in the event that Landlord determines that the creditworthiness or financial condition of such Operating Costs; and if issuer has materially decreased or diminished since the aforesaid payments theretofore made for such period by date of Landlord’s original approval thereof. In the event that Landlord provides written notice to Tenant exceed Tenant's share, such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made during the last year of the Termrevocation of Landlord’s approval of the issuer, in which case such overpayment shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall within at least thirty (30) days prior to the next deadline for Tenant’s delivery of written notice from Landlord make a suitable payment an amended or substitute Letter of Credit, Tenant shall deliver to Landlord, prior to the applicable deadline, a substitute Letter of Credit, meeting the requirements of this Section, issued by an alternative financial institution acceptable to Landlord in its discretion. The initial monthly payment on account If Tenant fails to deliver any such amended or substituted Letter of Tenant's Proportionate Share Credit as and when required hereunder (time being of Operating Costs the essence), Landlord shall be adjusted after Landlord's determination entitled, without further notice to Tenant, to submit to the issuer of Tenant's Proportionate Share actually due the Letter of Credit a sight draft or other request for payment (a “Draw”) for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share full principal amount of the actual Operating Costs for Letter of Credit. Notwithstanding anything to the immediately preceding periodcontrary contained herein if Tenant has performed all of its obligations hereunder, with adjustments as appropriate where such preceding period is less than the after the sixty-second (62nd) month of the Term hereof or upon a full twelve-month period. Landlord shall have the same rights and remedies for non-payment by Tenant of any such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for in Article 14 termination of this Lease. As used in Lease pursuant to the terms and conditions of Section 21 hereof, Tenant may request that Landlord release the Letter of Credit posted pursuant to this Lease, the term "Operating Costs" shall mean all competitive, reasonable and customary costs and expenses incurred by Landlord in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") of the Building, the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:Section 5.

of this Lease. Promptly after Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the end payment of each calendar year thereafterall sums payable under this Lease and for compliance with all of its other obligations as tenant under this Lease. Upon the occurrence of an Event of Default, if the Premises or any part of the Premises are then subject to an assignment or subletting, Landlord, in addition to any other remedies provided in this Lease or by law, may at its option collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rents against any sums due to Landlord from Tenant under this Lease, and no such collection shall make be construed to constitute a determination novation or release of Tenant from the further performance of Tenant's Proportionate Share obligations under this Lease. Tenant makes an absolute assignment to Landlord of such Operating Costs; assignments and if subleases and any rent, security deposits and other sums payable under such assignments and subleases as collateral to secure the aforesaid payments theretofore made for such period performance of the obligations of Tenant under this Lease. No consent once given by Tenant exceed Tenant's share, such overpayment Landlord to any assignment or subletting shall be credited against deemed to relieve Tenant or any assignee or subtenant from the payments thereafter obligations of seeking Landlord's prior written consent to be made by any subsequent transfer. 4.16.2 In the event Tenant pursuant desires to assign this Paragraph (unless such overpayment is made during the last year Lease or to sublet all or any portion of the Term, in which case such overpayment shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such periodPremises, Tenant shall within thirty (30) days of give written notice from of such desire to Landlord make setting forth the name of the proposed subtenant or assignee, the proposed term, the nature of the proposed subtenant's or assignee's business to be conducted on the Premises, the rental rate, and any other particulars of the proposed subletting or assignment that Landlord may reasonably request. Without limiting the preceding sentence, Tenant shall also provide Landlord with: (a) such financial information as Landlord may reasonably request concerning the proposed subtenant or assignee, including recent financial statements certified as accurate and complete by a suitable payment certified public accountant and by the president, managing partner or other appropriate officer of the proposed subtenant or assignee; (b) proof satisfactory to Landlord. The initial monthly payment on account Landlord that the proposed subtenant or assignee will immediately occupy and thereafter use the entire Premises (or any sublet portion of Tenant's Proportionate Share of Operating Costs shall be adjusted after Landlord's determination of Tenant's Proportionate Share actually due the Premises) for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share remainder of the actual Operating Costs Lease Term (or for the immediately preceding periodentire term of the sublease, if shorter) in compliance with adjustments as appropriate where such preceding period is less than a full twelve-month period. Landlord shall have the same rights and remedies for non-payment by Tenant of any such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for in Article 14 terms of this Lease. As used in this Lease, the term "Operating Costs" shall mean all competitive, reasonable and customary costs and expenses incurred by Landlord in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") of the Building, the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:; and

of this Lease. Promptly after The Lease Deposit shall serve as security for the end payment and performance of each calendar year thereafterthe obligations, covenants, conditions and agreements contained herein. The Lease Deposit shall not constitute an advance payment of any amounts owed by Tenant under this Lease, nor a measure of damages to which Landlord shall make be entitled upon a determination breach of Tenant's Proportionate Share of such Operating Costs; and if the aforesaid payments theretofore made for such period this Lease by Tenant exceed Tenant's shareor upon termination of this Lease nor any other limitation on Landlord’s damages or other rights under this Lease nor as a payment of liquidated damages. Landlord may, such overpayment shall be credited against without prejudice to any other remedy, use the payments thereafter Lease Deposit to be made by the extent necessary to remedy any default which has lapsed beyond the applicable notice and cure period in the payment of Base Rent or Additional Rent or to satisfy any other obligation of Tenant pursuant hereunder and to this Paragraph (unless such overpayment is made during remedy any Event of Default hereunder. In the last year event that any portion of the Term, in which case such overpayment shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share Lease Deposit is greater than such payments theretofore made on account for such periodused by Landlord as set forth herein, Tenant shall promptly, on demand, restore the Lease Deposit to its original amount. Landlord shall keep the Lease Deposit separate from its own funds in a separately segregated, interest bearing account. The Lease Deposit shall not be a limitation on Landlord’s damages or other rights under this Lease, or a payment of liquidated damages, or an advance payment of the Base Rent. Landlord shall return the unused portion of the Lease Deposit to Tenant within thirty (30) days of written notice from Landlord make a suitable payment to Landlord. The initial monthly payment on account of Tenant's Proportionate Share of Operating Costs shall be adjusted after Landlord's determination of Tenant's Proportionate Share actually due for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share end of the actual Operating Costs Term. If Landlord transfers its interest in the Premises during the Term, Landlord shall assign the Lease Deposit to the transferee who shall become obligated to Tenant for its return pursuant to the immediately preceding periodterms of this Lease, with adjustments as appropriate where such preceding period is less than a full twelve-month period. and thereafter Landlord shall have the same rights and remedies no further liability for non-payment by Tenant of any its return, provided assignee shall assume such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for obligations in Article 14 of this Lease. As used in this Lease, the term "Operating Costs" shall mean all competitive, reasonable and customary costs and expenses incurred by Landlord in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") of the Building, the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:writing.

of this Lease. Promptly after If the end resolution of each calendar year thereafterthe parties' dispute with regard to the Additional Rent shown on the Statement, Landlord shall make a determination whether pursuant to Tenant's Review, the Final Audit or the Arbitration reveals an error in the calculation of Tenant's Proportionate Share of such Operating Costs; and if the aforesaid payments theretofore made Building Direct Expenses to be paid for such period by Tenant exceed Tenant's shareExpense Year, such overpayment the parties' sole remedy shall be credited against for the parties to make appropriate payments thereafter or reimbursements, as the case may be, to each other as are determined to be made by Tenant pursuant to this Paragraph (unless owing. Any such overpayment is made during the last year of the Term, in which case such overpayment payments shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall within thirty (30) days following the resolution of written notice such dispute, along with interest at the Interest Rate from Landlord make the date such amounts were originally due, until the date of such payment. At Tenant's election, Tenant may treat any overpayments (plus the interest described above) resulting from the foregoing resolution of such parties' dispute as a suitable payment to credit against Rent until such amounts are otherwise paid by Landlord. The initial monthly payment on account of Tenant shall be responsible for all costs and expenses associated with Tenant's Proportionate Share Review and any Final Audit, provided that if the parties' final resolution of Operating Costs the dispute involves the overstatement by Landlord of Direct Expenses for such Expense Year in excess of two and three quarters percent (2.75%), then Landlord shall be adjusted after responsible for all reasonable, out-of-pocket costs and expenses associated with Tenant's Review and any Final Audit. In the event that the parties' dispute is resolved pursuant to Arbitration, Tenant shall be responsible for all costs and expenses associated with such Arbitration, provided that if the arbitrator's decision reveals that Landlord's determination of Tenant's Proportionate Share actually due for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share of the actual Operating Costs for the immediately preceding periodDirect Expenses as submitted to arbitration was overstated, with adjustments as appropriate where such preceding period is less than a full twelve-month period. then Landlord shall have the same rights and remedies be responsible for nonall reasonable, out-payment by Tenant of any such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for in Article 14 of this Lease. As used in this Lease, the term "Operating Costs" shall mean all competitive, reasonable and customary of-pocket costs and expenses incurred by Landlord in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") of such Arbitration. If another tenant of the Building, Building audits Direct Expenses for the Building heatingand, ventilatingas a result of that audit, electricalLandlord discovers a material error in Direct Expenses previously paid or to be payable by Tenant, plumbing, Landlord shall make an appropriate adjustment to Direct Expenses to correct such error and other systems and shall provide Tenant with supporting documentation of such error at the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:time of such correction.

of this Lease. Promptly after Except as expressly provided to the end of each calendar year thereafter, Landlord shall make a determination of Tenant's Proportionate Share of such Operating Costs; and if the aforesaid payments theretofore made for such period by Tenant exceed Tenant's share, such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made during the last year of the Term, in which case such overpayment shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall within thirty (30) days of written notice from Landlord make a suitable payment to Landlord. The initial monthly payment on account of Tenant's Proportionate Share of Operating Costs shall be adjusted after Landlord's determination of Tenant's Proportionate Share actually due for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share of the actual Operating Costs for the immediately preceding period, with adjustments as appropriate where such preceding period is less than a full twelve-month period. Landlord shall have the same rights and remedies for non-payment by Tenant of any such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for in Article 14 of this Lease. As used contrary in this Lease, the term "Operating Costs" Landlord shall mean all competitivenot be required to make any expenditure, reasonable and customary costs and expenses incurred by Landlord incur any obligation, or incur any liability of any kind whatsoever in connection with this Lease or the operationownership, insuring, repairconstruction, maintenance, replacement and management operation or repair of the Premises or the Project. All other payments or adjustments required to be made under the terms of this Lease that require proration on a time basis shall be prorated on the same basis. Notwithstanding the foregoing, so long as Tenant is not in Default under this Lease, Landlord hereby agrees to xxxxx Tenant's obligation to pay $65,134.35 of Base Rent during the Base Rent Abatement Period (collectivelysuch total amount of abated Base Rent, i.e., $716,477.85 in the aggregate, being hereinafter referred to as the "the OperationAbated Base Rent") (the Abated Base Rent, Abated Temporary Space Parking Charges and Abated Parking Charges [as defined in Section 28.1 below], are collectively referred to herein as the "Abated Amount"). During the Base Rent Abatement Period, Tenant will still be responsible for the payment of all other monetary obligations under this Lease. Tenant acknowledges that any Default under this Lease will cause Landlord to incur costs not contemplated hereunder, the exact amount of such costs being extremely difficult and impracticable to ascertain. Therefore, should Tenant at any time during the Lease Term be in Default under this Lease, then Tenant's right to any remaining Abated Amount shall be suspended until the Default is cured, and in the event that such Default results in a termination of this Lease, then the total unamortized sum of such Abated Amount (amortized on a straight line basis over the last 156 months of the Building, the Building heating, ventilating, electrical, plumbing, initial Lease Term) so conditionally excused shall become immediately due and payable by Tenant to Landlord. Tenant acknowledges and agrees that nothing in this Article 3 is intended to limit any other systems and the Lot remedies available to Landlord at law or in equity under applicable Laws (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:remedies under California Civil Code Section 1951.2 and/or 1951.4 and any successor statutes or similar laws) in the event of a Default under this Lease. Landlord shall have the option to make a cash payment (the "Buyout Payment") to Tenant in the amount of the then remaining Abated Amount due under the immediately preceding paragraph, discounted at the rate of seven percent (7%) per annum from the last day of the applicable abatement period to the first day of the month during which the Buyout Payment is made. Upon Landlord's tender of such Buyout Payment, Tenant shall no longer be entitled to the Abated Amount pursuant to the immediately preceding paragraph. Landlord shall exercise its option to buy out the Abated Amount by delivering at least ten (10) days' prior written notice thereof to Tenant, and shall make the Buyout Payment to Tenant on or about the date set forth in such notice. The amount of Buyout Payment shall be calculated as follows: Landlord, acting reasonably and in good faith, shall estimate the total amount of the remaining Abated Amount, which estimate shall be based on the actual remaining rent to be abated as described above.

of this Lease. Promptly after In the end event the Premises leased hereunder consists of each calendar year thereafter, Landlord shall make only a determination of Tenant's Proportionate Share of such Operating Costs; and if the aforesaid payments theretofore made for such period by Tenant exceed Tenant's share, such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made during the last year portion of the Term, in which case such overpayment shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such periodentire parcel being taxed, Tenant shall within thirty (30) days pay to Landlord the proportionate share of such Real Property Taxes allocated to the Premises during the term of this Lease by square footage or other reasonable basis as calculated and determined solely by Landlord. If the tax billing pertains entirely to the Premises, and Landlord elects by written notice from Landlord make a suitable payment to Landlord. The initial monthly payment on account of Tenant's Proportionate Share of Operating Costs Tenant to have Tenant pay such Real Property Taxes directly to the Tax Collector, then in such event it shall be adjusted after Landlord's determination the responsibility of Tenant's Proportionate Share actually due for Tenant to obtain all tax and assessment bills pertaining to the preceding accounting period by a payment which is one-twelfth Premises, and to pay (1/12thprior to delinquency) of Tenant's Proportionate Share of all Real Property Taxes pertaining to the actual Operating Costs for the immediately preceding periodPremises, with adjustments as appropriate where such preceding period is less than a full twelve-month period. Landlord shall have the same rights and remedies all interest and penalties (if any) for non-payment by Tenant or late payment thereof. Failure to request or receive a bill xxx taxes and/or assessments shall not alter or extinguish Tenant's responsibility to pay the above. The term "Real Property Taxes." as used herein, shall mean and include (i) all taxes, assessments, levies and other charges of any such amounts due on account kind or nature whatsoever, general and special, foreseen and unforeseen (including. without limitation, all installments of such Operating Costs as Landlord has hereunder for the failure of Tenant principal and interest required to pay Rent any general or special assessments for public improvements, and any increases resulting from reassessments caused by any change in ownership of the Premises or otherwise) now or hereafter imposed by any governmental or quasi- governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy, or use of all or any portion of the Premises (as provided now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord's interest therein: any improvements located within the Premises (regardless of ownership); the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of and located in the Premises; and landscaping areas, walkways, parking areas, public utilities, or energy within the Premises, (ii) all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the Premises, and (iii) all costs and fees (including reasonable attorneys' fees) incurred by Landlord or Tenant in reasonably contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax. If at any time during the term of this Lease the taxation or assessment of the Premises prevailing as of the commencement date of this Lease shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the value, use or occupancy of the Premises or Landlord's interest therein or (ii) on or measured by the gross receipts, income or rentals from the Premises, on Landlord's business of leasing the Premises, or based on vehicular ownership, parking, employment, production or the like, or computed in any manner with respect to the operation of the Premises, then any such tax or charge, however designated, shall be included within the meaning of the term "Real Property Taxes" for in Article 14 purposes of this Lease. As used If any Real Property Tax is based in this Leasepart upon property or rents unrelated to the Premises, then only that part of such Real Property Tax that is fairly allocable to the Premises shall be included within the meaning of the term "Real Property Taxes." Notwithstanding the foregoing, the term "Operating CostsReal Property Taxes" shall mean all competitivenot include estate, reasonable and customary costs and expenses incurred by Landlord in connection with the operationinheritance, insuring, repair, maintenance, replacement and management (collectively, "the Operation") of the Building, the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:gift or franchise

of this Lease. Promptly after If at any time during the end term of each calendar year thereafterthis Lease, Landlord, in Landlord's reasonable discretion, determines it appropriate to revise the estimates of Taxes which have been submitted, then Landlord may submit such revised reasonable estimates to Tenant, and then commencing with the next monthly payment to be made by Tenant, appropriate adjustment shall make a determination be made to the amount being paid by Tenant on account of the anticipated Tenant's Proportionate Share of such Operating Costs; and if Taxes. Within one hundred eighty (180) days after the aforesaid payments theretofore made for such period by Tenant exceed Tenant's share, such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made expiration of each Tax Year during the last year term of the Termthis Lease, in which case such overpayment Landlord shall be paid submit to Tenant within twenty a statement certified by Landlord stating (20i) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall within thirty (30) days of written notice from Landlord make a suitable payment to Landlord. The initial monthly payment on account of Tenant's Proportionate Share of Operating Costs shall be adjusted after Landlord's determination of Tenant's Proportionate Share actually due for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share of the actual Operating Costs Taxes incurred during the preceding Tax Year, (ii) the aggregate amount of the estimated payments, if any, made by Tenant on account thereof, and (iii) any credit to which Tenant is entitled. Tenant shall deduct any overpayment from its next estimated payment or payments for Taxes. If Tenant's actual liability for such Taxes exceeds the estimated payments, if any, made by Tenant on account thereof, then Tenant shall pay to Landlord within ten (10) days after notice thereof the total amount of such deficiency as additional Rent. If Landlord owes any amount to Tenant with respect to Taxes after the Lease Term, Landlord shall pay such amount to Tenant Appropriate credit against Taxes shall be given for any overpayment or refund obtained by reason of a reduction in any Taxes by the Courts or other governmental agency responsible therefor. The original computation as well as reimbursement or payments of additional charges, if any, or allowances, if any under the provisions of this Section 8.B shall be based on the original assessed valuations with adjustments to be made at a later date when the tax refund, if any, shall be paid to Landlord by the taxing authority. Expenditures for legal fees and for other similar or dissimilar expenses incurred in obtaining the tax refund shall be charged against the tax refund before the adjustments are made for the immediately preceding Tax Year. In no event shall Tenant be entitled to receive a credit against Taxes for any fiscal Tax Year in an amount greater than Tenant's Proportionate Share of Taxes for such fiscal Tax Year. (5) If the Commencement Date or the Termination Date of this Lease occurs in the middle of a Tax Year, Tenant shall be liable for only that portion of the Taxes in respect of such Tax Year represented by a fraction, the numerator of which is the number of days of the herein term which falls within said Tax Year, and the denominator of which is three hundred sixty-five (365). (6) In the event the first day of the Tax Year in the Town of Billerica should be changed after the Commencement Date to a day other than July 1 so as to change the twelve (12) month period comprising the Tax Year, in determining Tenant's Proportionate Share of Taxes with respect to Taxes payable for the period between July 1 and such changed first day of the Tax Year, Tenant's Proportionate Share of Taxes shall be multiplied by a fraction, the numerator of which shall be the number of days elapsing during such period, with adjustments and the denominator of which shall be three hundred sixty-five (365). (7) Any obligation under this Section 8.B of Tenant or Landlord which shall not have been paid at the expiration of the term of this Lease shall survive such expiration and shall be paid when and as appropriate where such preceding period is less than a full twelve-month period. Landlord the amount of same shall be determined to be due. (8) Tenant shall have the same rights right from time to time to directly contest the amount of Taxes due and remedies for non-payment by to pursue a tax abatement, reduction or refund with respect to Taxes; provided, however, Tenant shall timely pay the amount of Taxes due unless the law allows such Taxes to not be so paid without interest or penalty accruing and without a lien arising or being placed against RiverTech Park. Landlord agrees to reasonably cooperate with Tenant in any such amounts due action. If Landlord so elects it may participate with Tenant in any such action but in such case Landlord shall do so at its own cost and expense. If Tenant does not inform Landlord at least five (5) business days before the last day applications for abatements may be timely made that it will pursue a tax abatement, reduction or refund of Taxes with respect to any given Tax Year, then Landlord may pursue the same and Tenant will reasonably cooperate with Landlord in any such action. (9) If an abatement, reduction or refund of taxes occurs (whether as a result of an action of Tenant or Landlord or otherwise) such refund shall first be used to reimburse the expenses of obtaining the same and thereafter appropriately allocated as a credit to the parties paying Taxes for RiverTech Park with such allocation to be equitably determined in good faith based on account the reasons for the granting of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for in Article 14 of this Lease. As used in this Leaserefund, the term "Operating Costs" shall mean all competitive, reasonable and customary costs and expenses incurred by Landlord in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") of the Building, the Building heating, ventilating, electrical, plumbingif reasonably determinable, and other systems otherwise based on a reasonable allocation mutually acceptable to Landlord and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:Tenant.

of this Lease. Promptly after In the end of each calendar year thereafterevent the Statement indicates that the Excess for such Expense Year is less than the total Estimated Excess payments made by Tenant for such Expense Year, Landlord shall make a determination of Tenant's Proportionate Share refund such overpayment to Tenant within thirty (30) days after delivery of such Operating Costs; and if the aforesaid payments theretofore made for such period by Tenant exceed TenantStatement (or at Landlord's shareoption, such overpayment shall be credited against the Rent next due and payable under this Lease). Even though the Lease Term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant's Share of the Direct Expenses for the Expense Year in which this Lease terminates, Tenant shall pay to Landlord the amount by which the Excess for such Expense Year exceeds the Estimated Excess payments thereafter to be made by Tenant pursuant for such Expense Year, or Landlord shall reimburse to this Paragraph (unless Tenant any overpayment of Estimated Excess payments made by Tenant for any such overpayment is made during Expense Year if such payments exceed the last year amount of Excess for such Expense Year, as the Termcase may be; such payment by Landlord or Tenant, in which case such overpayment as applicable, shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall within thirty (30) days of written notice from after the Statement for such final Expense Year is delivered by Landlord make a suitable payment to LandlordTenant. The initial monthly payment on account failure of Landlord to furnish the Statement for any Expense Year within such 120 day period shall not prejudice Landlord from enforcing its rights under this Article 4; provided, however, Landlord's failure to provide Tenant with a Statement for a particular Expense Year within the earlier of (i) two (2) years after the end of the Expense Year in question or (ii) one (1) year after the last Expense Year of the Lease Term, shall constitute a waiver of Landlord's right to collect any increase in Direct Expenses for the time period in question. Such waiver shall not affect Tenant's Proportionate Share of Operating Costs shall right to a credit for overpayment should it be adjusted after Landlord's determination of Tenant's Proportionate Share actually due for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share of the actual Operating Costs for the immediately preceding period, with adjustments as appropriate where such preceding period is less than a full twelve-month period. Landlord shall have the same rights and remedies for non-payment by Tenant of any such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for in Article 14 of under this Lease. As used in The provisions of this Lease, Section 4.3.2 shall survive the term "Operating Costs" shall mean all competitive, reasonable and customary costs and expenses incurred by Landlord in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") expiration or earlier termination of the Building, the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:Lease Term.

of this Lease. Promptly Landlord shall deliver to Tenant within 60 days after the end expiration of each calendar year thereafter, Landlord shall make a determination of reasonably detailed statement showing Tenant's Proportionate Share of such Operating Costs; and if the aforesaid payments theretofore made for such period by Tenant exceed Tenant's share, such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made during the last year of the Term, in which case such overpayment shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall within thirty (30) days of written notice from Landlord make a suitable payment to Landlord. The initial monthly payment on account of Tenant's Proportionate Share of Operating Costs shall be adjusted after Landlord's determination of Tenant's Proportionate Share actually due for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share of the actual Operating Costs Expenses incurred during such year. If Tenant's payments under this Section during said subsequent year exceed Tenant's Share of actual Operating Expenses as indicated on said statement, Tenant shall be entitled to credit the amount of such overpayment against Tenant's Share of Operating Expenses next falling due. If Tenant's payments under this Section during the subject calendar year were less than Tenant's Share of actual Operating Expenses as indicated on said statement, Tenant shall pay to Landlord the amount of the deficiency within 10 days after delivery by Landlord to Tenant of said statement. During any periods of adjustments and prior to receipt of Landlord's statement, Tenant shall continue to pay Landlord the amount of the estimated payment for the immediately preceding periodprior calendar year and a retroactive adjustment, with adjustments as appropriate where such preceding period is less than a full twelve-month periodif applicable, shall be made after Tenant's receipt of the statement which sets forth the new estimated payment. Landlord and Tenant shall forthwith adjust between them any balance determined to exist with respect to that portion of the last year for which Tenant is responsible as to Operating Expenses, notwithstanding that the Term may have terminated before the same rights and remedies for non-payment by Tenant of any such amounts due on account end of such Operating Costs as Landlord has hereunder for year and such obligation shall survive the failure of Tenant to pay Rent as provided for in Article 14 expiration or earlier termination of this Lease. As used If Tenant disputes an adjustment submitted by Landlord or a proposed increase or decrease in this Leasethe estimated payment, Tenant shall give Landlord notice of such dispute within 30 days after Tenant's receipt of the term adjustment. If Tenant does not give Landlord timely notice, Tenant waives its right to dispute the particular adjustment. If Tenant timely objects, Tenant may engage its own certified public accountants ("Operating Costs" Tenant's Accountants") to verify the accuracy of the statement complained of or the reasonableness of the estimated increase or decrease. Tenant's Accountants shall mean enter into a confidentiality agreement satisfactory to Landlord. If Tenant's Accountants determine that an error has been made, Landlord's accountants and Tenant's Accountants shall endeavor to agree upon the matter, failing which such matter shall be submitted to an independent certified public accountant selected by Landlord, with Tenant's reasonable approval, for a determination which will be conclusive and binding upon Landlord and Tenant. Tenant shall pay for all competitive, reasonable and customary costs and expenses incurred by Tenant for Tenant's Accountants and in no event may Tenant's Accountants be engaged on a contingency basis to prepare such audit. Notwithstanding the pendency of any dispute, Tenant shall continue to pay Landlord in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") amount of the Buildingestimated payment or adjustment determined by Landlord's accountants until the adjustment has been determined to be incorrect. If it is determined that any portion of the Operating Expenses were not properly chargeable to Tenant, then Landlord shall promptly credit or refund the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:appropriate sum to Tenant.

of this Lease. Promptly after Landlord's consent to a Transfer shall not release Tenant from performing its obligations under the end Lease, but rather Tenant's transferee shall assume all of each calendar year thereafterTenant's obligations under the Lease in a writing reasonably satisfactory to Landlord, and Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's or Tenant's rights as to any subsequent Transfer. Notwithstanding anything to the contrary, with respect to any proposed sublease of one (1) Floor or more of the Premises and which has a term of all or substantially all of the then applicable Term of this Lease and to which Landlord's prior consent is required (the portion of the Premises to be subleased is hereinafter known as the "Sublet Space"), Landlord shall make also have the option (i) to sublet the entire Sublet Space from Tenant at the same Base Rental as Tenant is required to pay to Landlord under this Lease for the Sublet Space, or (ii) to terminate this Lease as to the Sublet Space as provided below; provided, however, Landlord's right in this paragraph to so sublet or transfer shall not apply to a determination Permitted Transfer and shall not apply to the Original Initial Premises, but Landlord's right shall apply to the Initial Expansion Space and all other space thereafter leased to Tenant. For purposes of this paragraph, the term "all or substantially all of the then applicable Term" shall mean any sublease which has a term in excess of three (3) years and which will expire within one (1) year of the expiration of the then applicable Term. Landlord's option to sublet or to terminate, as the case may be, shall be exercisable by Landlord in writing within a period of fifteen (15) calendar days after receipt of Tenant's Proportionate Share notice of its intent to sublease. In the event Landlord exercises the option to sublet the Sublet Space pursuant to Landlord's option set forth above, the term of the subletting from the Tenant to Landlord shall be the term prescribed in the third party sublease (which shall not be longer than the then current Term of this Lease) and shall be on such terms and conditions as are contained in this Lease (including the Base Rental applicable to the Sublet Space as described in this Lease), except that Landlord shall have the right to further sublet the Sublet Space freely and without any consent or approval from Tenant and for such rent as Landlord shall agree upon in its sole and absolute discretion subject to the following restrictions. If Landlord exercises the option to sublease the Sublet Space or to terminate this Lease as to the Sublet Space, then (a) Landlord shall not sublease or lease to or allow the occupancy of any portion of Floors 1 and 2 only by any Financial Services Business as described in Section 38.1, but the foregoing restriction shall not apply to any other space in the Premises, and (b) such Sublet Space may be leased or further sublet by Landlord only for a use permitted under Legal Requirements which is not incompatible with a first class office building in downtown Minneapolis, Minnesota. If Landlord elects to terminate this Lease pursuant to Landlord's option set forth above, then this Lease shall terminate as to the Sublet Space on the date set forth in said third party sublease for commencement. If 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 and the Base Rental for the remaining portion of the Premises which is not a part of the Sublet Space shall continue to be determined and paid in the manner provided in this Lease for such space. Landlord shall also have the right in connection with all subleases (other than an Affiliated Transfer or a sublease of a portion of the Original Initial Premises) to share in any profit from such subleases as hereinafter provided in this paragraph. In the event of such Operating Costs; a sublease and (i) if Landlord does not elect to exercise either the aforesaid payments theretofore made option to sublease or to terminate as described in the preceding paragraph (if available to Landlord) and (ii) the aggregate rental or other consideration paid by a transferee with respect to any sublease space (except as provided below) exceeds the sum of (y) Tenant's Rent to be paid to Landlord for such sublease space during such period by Tenant exceed and (z) an amount equal to the amortized amount of Tenant's sharereasonable costs and expenses actually incurred in connection with such Transfer, such overpayment including reasonable attorneys fees, brokerage fees, reasonable costs of finishing or renovating the space affected and reasonable cash rental concessions, which costs and expenses shall be credited against amortized over the payments thereafter original term of such sublease at an interest rate equal to be made by Tenant pursuant to this Paragraph eight percent (unless 8%) per annum, then seventy-five percent (75%) of such overpayment is made during the last year of the Term, in which case such overpayment excess shall be paid to Tenant Landlord within twenty fifteen (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall within thirty (3015) days of written notice from Landlord make a suitable payment after such amount is paid to LandlordTenant. The initial monthly payment on account terms of Tenant's Proportionate Share of Operating Costs shall be adjusted after this paragraph and Landlord's determination right to receive such excess rent shall not, however, apply to an Affiliated Transfer and shall not apply to the sublease of Tenant's Proportionate Share actually due for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share portion of the actual Operating Costs for the immediately preceding periodOriginal Initial Premises. Tenant authorizes its transferees to make payments of rent and any other sums due and payable, with adjustments as appropriate where such preceding period is less than a full twelve-month perioddirectly to Landlord upon an Event of Default by Tenant under this Lease. Landlord shall have the same rights right, at Landlord's expense, to audit Tenant's books and remedies for non-payment records relating to each such sublease, provided such information shall be kept confidential. Any attempted Transfer by Tenant in violation of any such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for in Article 14 terms and covenants of this Section 22 shall be void and shall constitute a default by Tenant under the Lease. As used in this Lease, the term ."Operating Costs" shall mean all competitive, reasonable and customary costs and expenses incurred by Landlord in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") of the Building, the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:

of this Lease. Promptly after If the end resolution of each calendar year thereafterthe parties' dispute with regard to the Additional Rent shown on the Statement, Landlord shall make a determination whether pursuant to Tenant's Review, the Final Audit or the Arbitration reveals an error in the calculation of Tenant's Proportionate Share of such Operating Costs; and if the aforesaid payments theretofore made Building Direct Expenses to be paid for such period by Tenant exceed Tenant's shareExpense Year, such overpayment the parties' sole remedy shall be credited against for the parties to make appropriate payments thereafter or reimbursements, as the case may be, to each other as are determined to be made by Tenant pursuant to this Paragraph (unless owing. Any such overpayment is made during the last year of the Term, in which case such overpayment payments shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall within thirty (30) days following the resolution of written notice such dispute, along with interest at the "Interest Rate," as that term is defined in Article 25, below, from Landlord make the date such amounts were originally due, until the date of such payment. At Tenant's election, Tenant may treat any overpayments (plus the interest described above) resulting from the foregoing resolution of such parties' dispute as a suitable payment to credit against Rent until such amounts are otherwise paid by Landlord. The initial monthly payment on account of Tenant shall be responsible for all costs and expenses associated with Tenant's Proportionate Share Review and any Final Audit, provided that if the parties' final resolution of Operating Costs the dispute involves the overstatement by Landlord of Direct Expenses for such Expense Year in excess of two and three quarters percent (2.75%), then Landlord shall be adjusted after responsible for all reasonable, out-of-pocket costs and expenses associated with Tenant's Review and any Final Audit. In the event that the parties' dispute is resolved pursuant to Arbitration, Tenant shall be responsible for all costs and expenses associated with such Arbitration, provided that if the arbitrator's decision reveals that Landlord's determination of Tenant's Proportionate Share actually due for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share of the actual Operating Costs for the immediately preceding periodDirect Expenses as submitted to arbitration was overstated by more than two and three quarters percent (2.75%), with adjustments as appropriate where such preceding period is less than a full twelve-month period. then Landlord shall have the same rights and remedies be responsible for nonall reasonable, out-payment by Tenant of any such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for in Article 14 of this Lease. As used in this Lease, the term "Operating Costs" shall mean all competitive, reasonable and customary of-pocket costs and expenses incurred by Landlord in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") of such Arbitration. If another tenant of the Building, Building audits Direct Expenses for the Building heatingand, ventilatingas a result of that audit, electricalLandlord discovers a material error in Direct Expenses previously paid or to be payable by Tenant, plumbing, Landlord shall make an appropriate adjustment to Direct Expenses to correct such error and other systems and shall provide Tenant with supporting documentation of such error at the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:time of such correction.

of this Lease. Promptly after the end of each calendar year thereafterIf such consent is given, Landlord shall make a determination of Tenantinstall supplementary air conditioning units or other facilities in the Premises, including supplementary or additional metering devices, and in connection therewith Tenant may, to the extent available, tap into and use Landlord's Proportionate Share of such Operating Costs; water, and if the aforesaid payments theretofore made for such period by Tenant exceed Tenant's share, such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made during the last year Actual Cost of the Termwater and the cost of installation, in which case such overpayment operation and maintenance, and other similar charges, shall be paid by Tenant to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall Landlord within thirty (30) days of written notice from Landlord's xxxx therefor. If Tenant desires to use heat, ventilation or air conditioning during hours other than those for which Landlord make a suitable payment is obligated to supply such utilities pursuant to the terms of Section 6.1 of this Lease, subject to Landlord's commercially reasonable rules and regulations, Landlord shall supply such utilities to Tenant at such hourly cost to Tenant as Landlord shall from time to time establish as set forth below. The initial monthly payment on account Following the expiration of Tenant's Proportionate Share of Operating Costs shall be adjusted after Landlord's determination of Tenant's Proportionate Share actually due for each month during the preceding accounting period by a payment which is one-twelfth Lease Term (1/12thor at such other period(s) of Tenant's Proportionate Share of the actual Operating Costs for the immediately preceding periodtime designated by Landlord), with adjustments as appropriate where such preceding period is less than a full twelve-month period. Landlord shall have the same rights and remedies for non-payment right to calculate the total number of HVAC Hours utilized by Tenant in such prior month or period of any such amounts due on account time (the "TOTAL HVAC HOURS") and in the event that the Total HVAC Hours exceeds the HVAC Maximum, Tenant shall pay to Landlord, within thirty (30) days following receipt of such Operating Costs a xxxx therefore, Landlord's "Actual Cost," as Landlord has hereunder defined below, for the failure of HVAC utilized during such excess hours (but not including utility charges to the extent separately metered to the Premises and paid by Tenant). Landlord shall, in any event, also have the right to require Tenant to pay Landlord's reasonable estimated excess HVAC usage (in the event Landlord anticipates that the Total HVAC Hours may exceed the HVAC Maximum) and Tenant shall pay such estimated payments to Landlord concurrently with Tenant's payment of Additional Rent as provided for in Article 14 Section 4.3.2, which reasonable estimate Landlord shall, upon Tenant's request, provide Tenant with supporting documentation therefor. Following the end of each Lease Year, a reconciliation shall be performed by Landlord based on the actual HVAC Hours. If Tenant uses water or electricity in excess of that supplied by Landlord pursuant to Section 6.1 of this Lease. As used in this Lease, Tenant shall pay to Landlord, within thirty (30) days' receipt of a billing therefor, the term Actual Cost of such excess consumption, the which "Operating CostsActual Cost" shall mean all competitive, reasonable and customary costs and expenses incurred by Landlord in connection with be the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") actual cost of the Buildinginstallation, operation (but not including utility charges to the Building heating, ventilating, electrical, plumbingextent separately metered to the Premises and paid by Tenant), and other systems maintenance of equipment which is installed in order to supply such excess consumption, and the Lot cost, as reasonably determined by Landlord, of the increased wear and tear on existing equipment caused by such excess consumption and depreciation without, however, any charge for profit, overhead or administration; and Landlord may install devices to separately meter any increased use and in such event Tenant shall pay the increased cost directly to Landlord within thirty (collectively, "the Property"30) calculated in accordance with generally accepted accounting principles, including, without limitation, the following:days following receipt of a xxxx therefor. Amounts payable by Tenant to Landlord for such use of additional utilities shall be deemed Additional Rent hereunder.

of this Lease. Promptly after Landlord may exercise its rights under paragraphs B or C above with or without terminating the end Lease, and in no event shall any such exercise be construed as an election to terminate this Lease or operate to release Tenant from any of each calendar year thereafter, Landlord shall make a determination of Tenant's Proportionate Share of such Operating Costs; and if its obligations for the aforesaid payments theretofore made for such period by Tenant exceed Tenant's share, such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made during the last year remainder of the Term, or give rise to any claim for trespass. If Landlord exercises its rights under paragraphs B or C above without terminating the Lease, Landlord may from time to time make such alterations and repairs as necessary in which case order to relet the Premises, and may thereafter relet the Premises or any part thereof for such overpayment rent and upon such other terms and conditions as Landlord may determine advisable in its sole discretion. Upon each such reletting, all rentals and other sums received by Landlord from such reletting shall be paid applied as follows: first, to Tenant within twenty (20) days)the payment of any costs and expenses of such reletting; second, to the payment of any indebtedness other than Rent due and unpaid hereunder; and if Tenant's Proportionate Share is greater third, to the payment of Rent due and unpaid hereunder. If such rentals and other sums received from such reletting during any month are less than such payments theretofore made on account the amounts due pursuant to the foregoing schedule for such periodapplication of proceeds, Tenant shall within thirty (30) days of written notice from Landlord make a suitable payment pay such deficiency to Landlord. The initial monthly payment on account of Tenant's Proportionate Share of Operating Costs ; if such rentals and other sums shall be adjusted after more, Tenant shall have no right to, and shall receive no credit for, the excess. Such deficiency shall be calculated and paid monthly. Notwithstanding any such reletting without termination, Landlord may at any time elect to terminate this Lease for such previous breach. In the event Landlord re-enters and takes possession of the Premises pursuant to this Section 18.02, then Landlord shall add the Premises into its inventory of available space and shall use commercially reasonable efforts to relet the same; provided, however, that in no event shall Landlord be required to relet the Premises in preference to other available space in Landlord's determination of Tenant's Proportionate Share actually due inventory at that time, nor shall Landlord be required to divide the Premises for the preceding accounting period by a payment which is one-twelfth (1/12th) purpose of Tenant's Proportionate Share of leasing the actual Operating Costs for the immediately preceding period, with adjustments as appropriate where such preceding period is less portions thereof to more than a full twelve-month period. Landlord shall have the same rights and remedies for non-payment by Tenant of any such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for in Article 14 of this Lease. As used in this Lease, the term "Operating Costs" shall mean all competitive, reasonable and customary costs and expenses incurred by Landlord in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") of the Building, the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:one tenant.