Common use of Operating Expenses Clause in Contracts

Operating Expenses. Section 6.1 Subject to the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject Lessee agrees to pay, as additional rent, Lessee’s Pro Rata Share of Lessor’s Operating Expenses (hereinafter defined) for the Building without deduction or set-off of any kind except as otherwise set forth herein. Lessor may invoice Lessee monthly for Lessee’s Pro Rata Share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted from time-to-time (but no more than once per calendar year) based upon anticipated Operating Expenses. As of the date hereof, it is estimated that the Operating Expenses for calendar year 2003 will be approximately […***…] per rentable square foot. Within four months following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this Section. In the event the accounting shows that the total of the monthly payments made by Lessee exceeds the amount of additional rent due by Lessee under this Section, such amount shall be credited against the next required payment of base rent. In the event the accounting shows that the total of the monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this Section, the account shall be accompanied by an invoice for the additional rent. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any additional rent payable by Lessee applicable to the remainder year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Provided Lessee is not in default of any terms of this Article 6Lease, Landlord Lessee shall pay all amounts payable have the right, at its own expense, to audit Lessor’s books relevant to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay additional rent payable under the Declarationthis Section. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with With respect to such audit, Lessee (i) may review Lessor’s books during office hours, (ii) must perform such audit at the Termlocation of Lessor’s books, subject (iii) must request such audit within six (6) months of receipt of its annual reconciliation of Operating Expenses, (iv) must deliver to Lessor a copy of the exclusions set forth in this Section 6.1 results of such audit, (“Occupancy Charges”v) may not audit the same calendar year more than one time; and (bvi) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premisesmay not have such audit conducted by a contingency fee-based auditor or accountant. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due If, as a result of such audit, it is determined that the Operating Expenses have been overstated by three percent (i3%) reserves (for working capitalor more, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto Lessor shall be equitably pro-ratedrequired to reimburse Lessee for the costs of such audit. Any dispute concerning Assignees of Lessee may only audit periods for which they occupy the calculation Leased Premises and subtenants of amounts payable by Tenant pursuant to this Article 6 may Lessee shall have no audit rights. If the audit discloses a discrepancy, within ten (10) days following receipt of the results of the audit, the discrepancy will be referred resolved by either party for resolution Lessee paying to Lessor the amount owed by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive Lessee or by Lessor crediting the expiration amount of Lessee’s overpayment against the payment(s) of Base Rent or sooner termination of this Leaseadditional rent next owing by Lessee.

Operating Expenses. Section 6.1 Subject In the event the Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the remainder estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of this Article 6each calendar year, Landlord shall pay provide Tenant an accounting showing in reasonable detail all amounts payable to computations of Additional Rent due under this section. In the Board event the accounting shows that the total of Managers or to the Verizon Units Owner (as defined monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board last year of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject be accompanied by a refund. Tenant shall have the right to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive conduct an audit of any amount due as a result Landlord’s computations of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount Additional Rent due under this section. If the Declarationaudit concludes that Landlord has misstated Operating Expenses, (iii) Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed provision in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s obligations with respect thereto pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall be equitably pro-rated. Any dispute concerning terminate on a day other than the calculation last day of amounts a calendar year, the amount of any Additional Rent payable by Tenant pursuant applicable to this Article 6 may the year in which such termination shall occur shall be referred by either party for resolution by arbitration in accordance with Article 28prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. The pro-ration obligations Tenant agrees to pay any Additional Rent due under this Article 6 shall survive section within ten (10) days following receipt of the expiration invoice or sooner termination of this Leaseaccounting showing Additional Rent due.

Operating Expenses. Section 6.1 Subject to (a) Throughout the remainder of this Article 6Term, Landlord Tenant shall pay all amounts payable to on a monthly basis, without demand, as Additional Rent for the Board Premises, Tenant's Proportionate Share of Managers or to the Verizon Units Owner Operating Expenses (as defined in SECTION 4.01(b) hereof). Such payments shall be made as follows: (1) Prior to the Declaration) which Commencement Date and on the first day of January of each year during the Term, or as soon thereafter as is practicable, Landlord is obligated to pay under shall furnish Tenant with Landlord's estimate of the DeclarationOperating Expenses for the forthcoming year. Without duplicating any amounts payable pursuant to Article 5On the first day of each month during such year, Tenant shall pay directly one-twelfth (a1/12th) of Tenant's Proportionate Share of the estimated Operating Expenses for such year. If for any reason Landlord has not provided Tenant with Landlord's Operating Expenses estimate on or before the first day of January of any year during the Term, then, until the first day of the calendar month following the month in which Tenant is given Landlord's estimate of Operating Expenses, Tenant shall continue to pay to Landlord on the first day of each calendar month the monthly sum payable by Tenant under this SECTION 4.01 for the month of December of the preceding year. (2) On the first day of April of each year during the Term, or as soon thereafter as reasonably practical, Landlord shall furnish to Tenant a statement of the actual amount owedOperating Expenses for the preceding year. Within thirty (30) days after the delivery of that statement, a lump sum payment will be made by Tenant equal to the amount, if any, by which Tenant's Proportionate Share of the actual Operating Expenses exceeds the amount, if any, which Tenant has paid toward the estimated Operating Expenses pursuant to SECTION 4.01(a)(1) above. If Tenant's Proportionate Share of the Declarationactual Operating Expenses is less than the amount Tenant has paid toward the estimated Operating Expenses pursuant to SECTION 4.01(a)(1) above, Landlord shall apply such amount to the next accruing installments of Rent due hereunder. The foregoing notwithstanding, Landlord shall have the right from time to time during any year, but not more frequently than twice in any calendar year, to notify Tenant in writing of any change in Landlord's estimate of Operating Expenses for the then current year, in which event Tenant's Proportionate Share of Operating Expenses, as previously estimated, shall be adjusted to reflect the amount shown in such notice and shall be effective, and due from Tenant, on the first day of each month following Landlord's giving of such notice. Landlord also shall have the right to xxxx Tenant for understatements in Operating Expenses charged to Tenant for only the immediately preceding two (2) calendar years and Tenant shall reimburse Landlord for such understated charges within thirty (30) days after receipt of an invoice from Landlord. The effect of this SECTION 4.01(a) is that Tenant will pay during each year during the Term Tenant's Proportionate Share of actual Operating Expenses. (3) If the Commencement Date occurs on a date other than the first day of January, or if the Term ends on a date other than the last day of December, the actual Operating Expenses for the year in which the Commencement Date or the Expiration Date occurs, as the case may be, shall be prorated so that Tenant shall pay that portion of Tenant's Proportionate Share of Operating Expenses for such year represented by a fraction, the numerator of which shall be the number of days during such fractional year falling within the Term, and the denominator of which is 365 (or 366, in the case of a leap year). The provisions of this SECTION 4.01 shall survive the Expiration Date or any sooner termination provided for in this Lease. (b) As used in this Lease, "OPERATING EXPENSES" means all expenses, costs, and disbursements of every kind which Landlord incurs, pays or becomes obligated to pay in connection with the operation, repair, and maintenance of the Building, which cost shall include all expenditures by Landlord to maintain all facilities in operation at the Board beginning of Managers the term and such additional facilities installed in subsequent years as Landlord may consider necessary or beneficial for the operation of the Building in a first class manner. All Operating Expenses shall be determined according to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 generally accepted accounting principles (“Occupancy Charges”which shall be consistently applied) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise)include, but including sums expended from reservesare not limited to, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.following:

Operating Expenses. Section 6.1 Subject to (a) For each calendar year occurring during the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Term, Tenant shall pay directly to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (athe amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the actual amount owedfirst calendar year occurring within the Term (i.e., pursuant to the Declarationcalendar year commencing on January 1, by Landlord to the Board of Managers or to the Verizon Units Owner2004 and ending on December 31, and attributable to the Demised Premises2004), with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services Operating Expenses shall be deemed to have been consist only of amounts paid when or incurred by on, or subsequent to, the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capitalCommencement Date, capital improvements or otherwise), but including sums expended from reserves, and (ii) for any calendar year which ends later than the failure by Landlord last day of the Term, the Tenant’s Operating Expense Share shall be prorated to timely correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any amount due under such calendar year, Tenant, on the Declarationfirst (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (iiiA) any other default Landlord, by Landlord of its obligations under the Declaration not attributable notice to a default by or an act or omission of Tenant, (iv) may, at any capital improvements time and from time to time during any calendar year, reduce the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 amount of this Lease)the Monthly Estimated OE Payment for such calendar year, and (vB) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any negligent or intentional act or omission by Landlordcalendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term (2) Any overpayment or underpayment of this Lease, Tenant’s obligations with respect thereto Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be equitably pro-ratedreconciled after the end of such calendar year as provided in Section 2.2(f). Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.________________________________________________________________________________________________________________________

Operating Expenses. Tenant agrees to pay without notice, demand, deduction, counterclaim, set-off or abatement of any kind, Tenant's Pro Rata Share of Landlord's operating expenses for the Building and/or Project as set forth in Section 6.1 Subject 2.06 ("Operating Expenses"). Landlord shall invoice Tenant monthly for Tenant's Pro Rata Share of the estimated Operating Expenses for each calendar year commencing on the Commencement Date and may adjust such share each subsequent year based upon anticipated Operating Expenses. Twice yearly Landlord is entitled to adjust the estimated Operating Expenses to reflect current or anticipated Operating Expenses. Notwithstanding anything to the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions contrary set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges 2.05, when determining Tenant's Pro Rata Share of Operating Expenses for Metered Services (as defined in the Declaration) supplied calendar years subsequent to the Demised Premisesfirst full calendar year of the Term, Tenant's Pro Rata Share of Operating Expenses for such calendar years shall not increase more than five percent (5%) from the immediately preceding calendar year. The charges for Metered Services Calculation of increases in Tenant's Pro Rata Share of Operating Expenses subsequent to the first full calendar year of the Term shall be deemed on a cumulative basis, i.e. if Tenant's Pro Rata Share of Operating Expenses increases three percent (3%) from the immediately preceding calendar year, then Tenant's Pro Rata Share of Operating Expenses may increase seven percent (7%) for the immediately following calendar year. Provided, the foregoing cap on Tenant's Pro Rata Share of Operating Expenses shall not apply to have utilities (water, sewer, gas, electricity and telephone) for the Common Areas and trash removal. Tenant's Pro Rata Share of such Operating Expenses (water, sewer, gas, electricity and telephone) shall always be based upon the actual amount of such expenses. Provided further, if the Building or Project is not fully leased, with respect to calculating the foregoing cap, Landlord will be entitled to gross-up management fees as if the Building or Project had been paid when incurred fully leased and fully assessed by all taxing authorities for the Verizon Units Ownerprevious calendar year. Occupancy Charges shall be exclusive Provided no Event of any amount due Default exists, Tenant may, at its own expense (except as a result of (i) reserves (for working capital, capital improvements or otherwiseset forth below), but including sums expended from reservesaudit Landlord's books relevant to the Operating Expenses. With respect to such audit, Tenant 1) may review Landlord's books during office hours, 2) must perform such audit at the location of Landlord's books, 3) must request such audit within sixty (ii60) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord days of receipt of its obligations under annual reconciliation of Operating Expenses, 4) must deliver to Landlord a copy of the Declaration not attributable to a default by or an act or omission results of Tenant, such audit within fifteen (iv15) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 days of this Lease)its completion, and (v5) may not audit the same calendar year more than one time. Assignees of Tenant may only audit periods for which they occupy the Leased Premises and subtenants of Tenant are not entitled to any negligent audit rights. If an audit reveals that Landlord has over charged Tenant for its Pro Rata Share of Operating Expenses by 3% or intentional act or omission more Landlord shall reimburse Tenant its reasonable documented out-of-pocket expenses associated with such audit along with the amount by Landlordwhich Tenant overpaid. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. From and after the occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1 Subject to 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined monthly amount set forth in the Declaration) Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month and which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5are not otherwise paid by WM Recycle America, Tenant shall pay directly (a) the actual amount owed, LLC pursuant to the DeclarationWaste Management Lease (together with any additional funds, if any, for Extraordinary Expenses requested by Landlord Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the Board of Managers or “Operating Expense Account”). Amounts deposited pursuant to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (“Occupancy Charges”it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (bii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, (y) that all previous disbursements have been or will be used to pay the charges for Metered Services previously identified Approved Operating Expenses and (as defined in z) that all outstanding trade payables (other than those to be paid from the Declarationrequested disbursement or those constituting Permitted Indebtedness) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease)full, and (vB) any negligent or intentional act or omission by Landlorddocumentation satisfactory to Lender as to the amount, necessity and purpose therefor. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject to the remainder of this Article 6All costs and expenses, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premisesother than Real Estate Taxes, with respect to the Termoperation and maintenance of the Property shall be prorated between Buyer and Seller as of the Adjustment Time, including all fees and charges for sewer, water, electricity, heat and air-conditioning service and other utilities; charges under those Service Contracts, if any, assigned and assumed by Buyer; and periodic fees payable under transferable licenses and permits for the operation of any of the Property. Such costs and expenses shall be prorated as of the Adjustment Time such that Seller shall be responsible for all such costs and operating expenses attributable on an accrual basis to the period prior to the Adjustment Time and Buyer shall be responsible for all such costs and expenses attributable on an accrual basis to the period from and after the Adjustment Time. If invoices or bills for any of such costs and expenses are unavailable on or before the Closing Date, such costs and expenses shall be estimated and prorated at Closing based upon the latest information available (including prior bills and operating history) and a final and conclusive readjustment of any cost and expense item shall be made upon receipt of the actual invoice or xxxx, but in all events no later than the Final Proration Adjustment as provided in Section 6.9.8 below. Buyer shall take all commercially reasonable steps to effectuate the transfer to Buyer’s name as of the date of Closing of all utilities which are in Seller’s name, and where necessary, open a new account in Buyer’s name and post deposit with the utility companies. Buyer and Seller shall cooperate to have all utility meters read by the appropriate utility companies as of the date of Closing. If Buyer and Seller are unable to obtain such final meter readings as of the Closing Date from all applicable meters, utility expenses related to such meters shall be estimated at Closing based upon the operating history of the Property subject to the exclusions set forth final adjustment in this all events no later than the Final Proration Adjustment as provided in Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises6.9.8 below. The charges for Metered Services Seller shall be deemed entitled to have been paid when incurred recover any and all deposits held by any utility companies for utilities in Seller’s name as of the Verizon Units Owner. Occupancy Charges shall be exclusive date of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by LandlordClosing. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject to (a) During the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Lease Term, Tenant shall pay directly (a) continue to pay, as rent, the actual amount owedamounts and charges provided in Section 6 of the Original Lease, pursuant to as amended by Section 7 of the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised PremisesAddendum, with respect to Tenant's Building Proportionate Share and Tenant's Site Proportionate Share, as the Termcase may be, subject of the Operating Expenses, together with all other amounts and charges payable by Tenant to Landlord under the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and Lease, except that commencing on October 1, 2012, the Base Year shall be changed to 2013. (b) the charges for Metered Services (as defined in the Declaration) supplied Notwithstanding anything set forth herein to the Demised Premises. The charges for Metered Services contrary, commencing as of January 1, 2014 and continuing thereafter during the Lease Term, in connection with determining the amount of Tenant's Building Proportionate Share and Tenant's Site Proportionate Share, as the case may be, of Operating Expenses, the Operating Expenses shall not be deemed to have been paid when incurred increased in any year by more than four percent (4%) of actual Operating Expenses for the Verizon Units Owner. Occupancy Charges immediately preceding year, on a cumulative basis (i.e., to the extent that any portion of the cap is unused in a particular year, such unused portion, together with any unused portions from prior years shall be carried forward and added to the 4% cap in the following year), exclusive of any amount due as a result Excluded Items. "Excluded Items" means capital amortization, removal of (i) reserves (for working capitalsnow and ice, capital improvements or otherwise)utility costs, but including sums expended from reserves, (ii) insurance premiums and taxes. The aforesaid Excluded Items shall be deducted before the failure by Landlord cap is applied to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission determination of Tenant's Building Proportionate Share and Tenant's Site Proportionate Share, (iv) any capital improvements as the case may be, of increases for Operating Expenses and Tenant shall pay its actual Building Proportionate Share and Tenant's Site Proportionate Share, as the case may be, of increases for Operating Expenses for each year for all such Excluded Items. Notwithstanding anything to the contrary, Landlord may not recover more than 100% of the Tenant's Building (including without limitation all structural repairs or replacements performed Proportionate Share and Tenant's Site Proportionate Share of Operating Expenses from Tenant in accordance with Article 13 any calendar year, subject to adjustment as provided in Paragraph 6.8 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Original Lease.

Operating Expenses. Section 6.1 Subject to (a) For each calendar year occurring during the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Term, Tenant shall pay directly to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (athe amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the actual amount owedfirst calendar year occurring within the Term (i.e., pursuant to the Declarationcalendar year commencing on January 1, by Landlord to the Board of Managers or to the Verizon Units Owner2004 and ending on December 31, and attributable to the Demised Premises2004), with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services Operating Expenses shall be deemed to have been consist only of amounts paid when or incurred by on, or subsequent to, the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capitalCommencement Date, capital improvements or otherwise), but including sums expended from reserves, and (ii) for any calendar year which ends later than the failure by Landlord last day of the Term, the Tenant’s Operating Expense Share shall be prorated to timely correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any amount due under such calendar year, Tenant, on the Declarationfirst (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (iiiA) any other default Landlord, by Landlord of its obligations under the Declaration not attributable notice to a default by or an act or omission of Tenant, (iv) may, at any capital improvements time and from time to time during any calendar year, reduce the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 amount of this Lease)the Monthly Estimated OE Payment for such calendar year, and (vB) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any negligent or intentional act or omission by Landlordcalendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term (2) Any overpayment or underpayment of this Lease, Tenant’s obligations with respect thereto Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be equitably pro-rated. Any dispute concerning reconciled after the calculation end of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration such calendar year as provided in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this LeaseSection 2.2(f).

Operating Expenses. Section 6.1 Subject to the remainder of this Article 6All costs and expenses, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premisesother than Real Estate Taxes, with respect to the Termoperation and maintenance of the Property shall be prorated between Buyer and Seller as of the Adjustment Time, including all fees and charges for sewer, water, electricity, heat and air-conditioning service and other utilities; charges under those Service Contracts, if any, assigned and assumed by Buyer; and periodic fees payable under transferable licenses and permits for the operation of any of the Property. Such costs and expenses shall be prorated as of the Adjustment Time such that Seller shall be responsible for all such costs and operating expenses attributable on an accrual basis to the period prior to the Adjustment Time and Buyer shall be responsible for all such costs and expenses attributable on an accrual basis to the period from and after the Adjustment Time. If invoices or bills for any of such costs and expenses are unavailable on or before the Closing Date, such costs and expenses shall be estimated and prorated at Closing based upon the latest information available (including prior bills and operating history) and a final and conclusive readjustment of any cost and expense item shall be made upon receipt of the actual invoice or xxxx, but in all events no later than the Final Proration Adjustment as provided in Section 6.9.8 below. Buyer shall take all commercially reasonable steps to effectuate the transfer to Buyer's name as of the date of Closing of all utilities which are in Seller's name, and where necessary, open a new account in Buyer's name and post deposit with the utility companies. Buyer and Seller shall cooperate to have all utility meters read by the appropriate utility companies as of the date of Closing. If Buyer and Seller are unable to obtain such final meter readings as of the Closing Date from all applicable meters, utility expenses related to such meters shall be estimated at Closing based upon the operating history of the Property subject to the exclusions set forth final adjustment in this all events no later than the Final Proration Adjustment as provided in Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises6.9.8 below. The charges for Metered Services Seller shall be deemed entitled to have been paid when incurred recover any and all deposit held by any utility companies for utilities in any Seller's name as of the Verizon Units Owner. Occupancy Charges shall be exclusive date of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by LandlordClosing. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject (a) Landlord’s CAM Expenses, the Utility Expenses and the Insurance Expenses are collectively referred to as “Landlord’s Operating Expenses” and shall be determined and paid in accordance with the remainder provisions of this Article 6, Landlord 5. (b) Tenant shall pay all amounts payable to Landlord Tenant’s Proportionate Share of the amount by which Landlord’s CAM Expenses for any Lease Year during the Term exceeds the Base CAM Expenses. Tenant’s Proportionate Share of Landlord’s CAM Expenses for less than a full Lease Year will be prorated. (c) Tenant shall pay to Landlord Tenant’s Proportionate Share of the amount by which the Utility Expenses for any Lease Year during the Term exceeds the Base Utility Expenses. Tenant’s Proportionate Share of the Utility Expenses for less than a full Lease Year will be prorated. (d) Tenant shall pay to Landlord Tenant’s Proportionate Share of the amount by which the Insurance Expenses for any Lease Year during the Term exceeds the Base Insurance Expenses. Tenant’s Proportionate Share of the Insurance Expenses for less than a full Lease Year will be prorated. (e) Notwithstanding anything to the Board of Managers or to the Verizon Units Owner (as defined contrary contained in the Declaration) which Landlord is this Section 5.1, Tenant shall not be obligated to pay under Controllable Operating Expenses (as hereinafter defined) for any Lease Year which are more than one hundred five percent (105%) of the DeclarationControllable Operating Expenses for the immediately prior Lease Year, plus the aggregate amount of the Excess Controllable Operating Expenses for any prior Lease Years, if any (the “Expense Cap”). Without duplicating If the Controllable Operating Expenses for any amounts payable pursuant to Article 5Lease Year exceed the Expense Cap for such Lease Year (the “Excess Controllable Operating Expenses”), Tenant then Landlord shall pay directly (a) the actual amount owed, pursuant carry forward such Excess Controllable Operating Expenses to the Declaration, by Landlord first Lease Year in which the Controllable Operating Expenses for such Lease Year are less than the Expense Cap for such Lease Year (but only up to the Board amount of Managers or the Expense Cap for such Lease Year). Landlord may add the Excess Controllable Operating Expenses to the Verizon Units OwnerLandlord’s Operating Expenses (but only up to the amount of the Expense Cap) for as many Lease Years as necessary until the Excess Controllable Operating Expenses are paid in full by Tenant. For purposes hereof, the term “Controllable Operating Expenses” shall mean the cost of (1) maintaining and repairing the HVAC systems (other than the cost of new parts and equipment), (2) Landlord’s general repair and maintenance obligations under this Lease (other than the cost of new parts and equipment), (3) providing the Janitorial Services set forth in Section 9.7, and attributable (4) landscaping services (other than snow removal). Notwithstanding anything to the Demised Premisescontrary contained in this Section 5.1(e), with respect to the Term, Controllable Operating Expenses shall not be subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges Expense Cap for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due Controllable Operating Expenses which increases as a result of any of the following events: (i1) reserves (for working capital, capital improvements or otherwise), but including sums expended from reservesthe labor unions providing services relating to a Controllable Operating Expense enter into a new labor union contract, (ii2) the failure by Landlord vendors providing the services relating to timely pay any amount due under the Declarationa Controllable Operating Expense unionize and enter into a labor union contract, or (iii3) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by LandlordExcusable Delay. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject 4.4.1 In addition to the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Fixed Minimum Rent, Tenant shall pay directly to Landlord its pro-rata share of the increase in Operating Expenses (aas such term is hereinafter defined) over the actual amount owedfirst Lease year which shall be defined as 1997. Such pro-rata share shall be determined by multiplying the Operating Expenses by the Tenant's Percentage referred to in Section 1.1 hereof. The Operating Expenses for each prospective calendar year shall be determined and estimated by Landlord. Tenant agrees to pay its share of Operating Expenses, pursuant as additional rent, in monthly payments in advance during the term of this Lease as may be estimated by Landlord. At the end of each calendar year, Landlord shall advise Tenant of Tenant's share of the Operating Expenses payable for such year as computed on the accrual basis based upon the costs thereof to Landlord. Tenant upon written request to Landlord shall be provided with an itemized cost analysis in reasonable detail and shall have the Declarationright to review the records in support of Landlord's calculation of Tenant's share of the Operating Expenses. If Tenant's review of Landlord's records in support of Tenant's share of the Operating Expenses results in a finding that Landlord overcharged Tenant, by Tenant shall have the right to require Landlord to the Board xxxx Tenant for Tenant's share of Managers or Operating Expenses annually as opposed to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth being paid in monthly payments as provided for in this Section 6.1 4.4. 1. If there shall have been an underpayment by Tenant, Tenant shall forthwith pay the difference, and if there shall be an overpayment by Tenant, Tenant shall be given a credit towards the next due payment(s) of its share of Operating Expenses. The Operating Expenses payable by Tenant as provided for herein shall not increase from the immediately preceding annual period by more than four percent (“Occupancy Charges”4%); and, provided that any and all non-controllable items which comprise the Operating Expenses (such as real estate taxes, premiums paid for insurance on the Building and similar items) shall be payable by Tenant and (b) not subject to such limitation. 4.4.2 For the charges for Metered Services (as defined in purposes of this Section 4.4, the Declaration) supplied term "Operating Expenses" shall include all reasonable and customary costs and expenses relating to the Demised operation and maintenance of the Building as an office building, including, but not limited to, costs of replacement for tools and equipment, reasonable amounts paid to managing agents of the Building, amounts paid for legal or other professional services related to the Premises, costs of clerical and accounting staff and costs of telephone, telegraph, postage, stationery supplies and other materials required by such staff, amounts paid to contractors for services, materials and supplies (including without limitation, the servicing and maintenance of the elevator, plumbing, heating, air conditioning, ventilating, lighting, electrical, security and fire alarms and other systems and equipment), reasonable premiums paid for insurance, cost of equipment rental, including applicable taxes, costs of electricity, water and other utilities, Real Estate Taxes (hereinafter defined), and costs of painting the Premises or Common Areas. The charges for Metered Services term "Operating Expenses" shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements also include all costs and expenses relating to the Building (operation and maintenance of the Parcel and all improvements thereon, including without limitation all structural repairs or replacements performed in accordance with Article 13 costs of landscape maintenance and the materials and supplies incident thereto, all costs and expenses relating to the maintenance and operation of all entrances, exits, parking areas, driveways, curbs, walks, and exterior lighting, reasonable premiums for public liability and other insurance. For the purposes of this Lease)Section 4.4, the term "Real Estate Taxes" shall include all real estate taxes, assessments (general and special) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, foreseen or unforeseen, and each and every installment thereof, which shall or may during the Lease Term be levied, assessed, imposed, become due and payable, or liens upon, or arise in connection with the use, occupancy or possession of, or grow due or payable out of, or for, the Building or any part thereof, the Parcel and all improvements thereon. Operating Expenses and Real Estate Taxes do not include, nor shall Tenant be obligated to contribute towards, any expenses associated in any way with Landlord's compliance with the Americans with Disabilities Act, toxic or hazardous materials regulations (vwhether federal, state or local) any negligent or intentional act asbestos abatement or omission containment other than materials introduced into the Premises by LandlordTenant. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject to If Lessor's Operating Expenses per net rentable square foot for the remainder Property, in any calendar year during the term of this Article 6Lease exceeds the Operating Expense Base, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated Lessee agrees to pay under as additional rent Lessee's share of such excess operating expenses. As used herein, the Declaration. Without duplicating any amounts payable pursuant to Article 5term "Lessee's share of ----------------- such excess Operating Expenses" means the amount by which Lessor's Operating ------------------------------ Expenses per net rentable square foot exceed the Operating Expense Base, Tenant shall pay directly (a) multiplied by the actual amount owed, pursuant to net rentable square feet comprising the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Leased Premises. The charges Lessor may invoice Lessee monthly for Metered Services Lessee's share of the estimated operating expenses for each calendar year, which amount shall be deemed adjusted each year based upon anticipated operating expenses. Within one-hundred twenty (120) days following the close of each calendar year, Lessor shall provide Lessee an accounting showing in reasonable detail all computations of additional rent due under this section. Failure of Lessor to have been paid when incurred give Lessee said notice within said time period shall not be a waiver of Lessor's right to collect said additional rent. If the accounting shows that the total of the monthly payments made by Lessee exceeds the Verizon Units Owner. Occupancy Charges amount of the additional rent due by Lessee under this section, the accounting shall be exclusive accompanied by a refund. If the accounting shows that the total of any the monthly payments made by Lessee is less than the amount of additional rent due as a result of (i) reserves (by Lessee under this section, the accounting shall be accompanied by an invoice for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) additional rent. Notwithstanding any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed provisions in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto during the year in which the Lease terminates, Lessor within six (6) months following the termination date, shall have the option to invoice Lessee for Lessee's share of the excess operating expenses based upon the previous year's operating expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any additional rent payable by Lessee applicable to the year in which such termination shall occur shall be equitably pro-ratedprorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Any dispute concerning Lessee shall have the calculation of amounts right at its own expense and within a reasonable time, to audit during Lessor's regular business hours Lessor's books relevant to the additional rent payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive Section. Notwithstanding anything to the expiration or sooner termination of contrary contained in this Lease, if the Building is not occupied to the extent of ninety-five percent (95%) of the rentable area thereof, during any calendar year, Lessee's additional rent under this Section and the operating expenses shall be determined as if the Building had been occupied to the extent of ninety-five (95%) of the rentable area during such year. Lessee agrees to pay any additional rent due under this Section within thirty (30) days following receipt of the invoice or accounting showing additional rent due.

Operating Expenses. The amount of the Annual Operating Expenses set forth in Section 6.1 Subject 1(g) above represents Tenant’s Share of the estimated Operating Expenses for the calendar year in which the Term commences. Landlord may adjust such amount from time to time if the remainder estimated Annual Operating Expenses increase or decrease; Landlord may also invoice Tenant separately from time to time for Tenant’s Share of any extraordinary or unanticipated Operating Expenses. By April 30th of each year (and as soon as practical after the expiration or termination of this Article 6Lease or, at Landlord’s option, after a sale of the Property), Landlord shall pay all amounts payable provide Tenant with a statement of Operating Expenses for the preceding calendar year or part thereof. Within 30 days after delivery of the statement to the Board of Managers Tenant, Landlord or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord other the amount of any overpayment or deficiency then due from one to the Board of Managers or to other or, at Landlord’s option, Landlord may credit Tenant’s account for any overpayment. If Tenant does not give Landlord notice within 30 days after receiving Landlord’s statement that Tenant disagrees with the Verizon Units Ownerstatement and specifying the items and amounts in dispute, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services Tenant shall be deemed to have been paid when incurred by waived the Verizon Units Ownerright to contest the statement. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord Landlord’s and Tenant’s obligation to timely pay any amount overpayment or deficiency due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 Section shall survive the expiration or sooner termination of this Lease. Notwithstanding any other provision of this Lease to the contrary, Landlord may, in its reasonable discretion, determine from time to time the method of computing and allocating Operating Expenses, including the method of allocating Operating Expenses to various types of space within the Building to reflect any disparate levels of services provided to different types of space. If the Building is not fully occupied during any period, Landlord may make a reasonable adjustment based on occupancy in computing the Operating Expenses for such period so that Operating Expenses are computed as though the Building had been fully occupied.

Operating Expenses. Section 6.1 Subject 4.3.1 To the extent that Lessee does not directly contract for the provision of, and pay for, any services relating to the remainder operation, maintenance and repair of the Premises (if such operation, maintenance or repair is required to be undertaken by Lessee under this Article 6Lease), Landlord Lessee shall reimburse Lessor for the cost thereof in accordance with this Lease. If Lessor incurs any costs and expenses in connection with the ownership, operation, management, maintenance, repair, insurance, restoration or replacement of the Premises allocable to the Term (collectively, “Lessor’s Operating Expenses”), then in addition to paying Base Rent (and in addition to amounts payable under Paragraph 10.2, below), Lessee shall reimburse Lessor (as Additional Rent) for such Lessor’s Operating Expenses in accordance with this Paragraph 4.3; provided, however, if Lessor makes any capital improvements or alterations to the Premises pursuant to its obligations hereunder, the cost thereof shall be amortized (with interest at an annual rate of interest (the “Interest Rate”) equal to the Prime Rate (defined in Paragraph 13.5, below) this two percent (2%)) over the useful life of such improvements as reasonably determined by Lessor, and Lessor’s Operating Expenses with respect to any calendar year during the Term shall only include such amortized costs (“Permitted Capital Costs”) falling within such calendar year. To the extent Lessor’s Operating Costs are not estimated by Lessor and paid in the manner set forth in Paragraph 4.3.3 below, Lessee shall reimburse Lessor for such Lessor’s Operating Expenses within thirty (30) days of Lessee’s receipt of written, notice thereof together with reasonably detailed supporting documentation of such Lessor’s Operating Expenses. In addition, Lessee shall pay all amounts to Lessor, on the fast (1st) day of each month of the Term, a property management fee equal to two percent (2%) of then monthly Base Rent and Additional Rent payable hereunder. 4.3.2 Notwithstanding anything to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5contrary herein, Tenant Lessor’s Operating Expenses shall pay directly not include: (a) the actual amount owedcost of any improvements or alterations which would be properly classified as capital expenditures according to generally accepted property management practices, except to the extent expressly permitted to be included in Lessor’s Operating Expenses pursuant to the DeclarationParagraph 4.3.1, by Landlord to the Board of Managers above (or to the Verizon Units OwnerParagraph 9.2, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and below); (b) depreciation (except that this clause (b) shall not prevent Lessor from including Permitted Capital Costs in Lessor’s Operating Expenses); (c) debt service, or other financing or refinancing costs, including, without limitation, mortgage debt, interest, principal, points, late charges, prepayment fees and closing costs, and costs arising in connection with disputes or negotiations relating to any such financing or refinancing, or any material defaults thereunder (provided, however, that to the charges extent expressly permitted by Paragraph 4.3.1, payments of interest and principal may be included in Lessor’s Operating Expenses); (d) attorneys’ fees and expenses incurred in connection with negotiation of this Lease and/or lease negotiations with prospective tenants of the Premises (or any portion thereof); (e) real estate broker’s or other leasing commissions in connection with this Lease (or any other lease of space at the Project); (f) repairs and other work occasioned by fire, windstorm or other casualty, to the extent Lessor is actually reimbursed by insurance proceeds (and Lessor shall use commercially reasonable efforts to obtain the foregoing insurance proceeds); (g) insurance proceeds, condemnation proceeds or warranty proceeds actually received by Lessor, but only to the extent that such proceeds are reimbursement for Metered Services expenses which were previously included in Lessor’s Operating Expenses (and Lessor shall use commercially reasonable efforts to obtain the foregoing proceeds); (h) any cost or expense related to removal, cleaning, abatement or remediation of Hazardous Substances (as defined below) that become present in or about the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due Project as a result of any act of Lessor; (i) reserves any wages or salaries of any employee who does not devote substantially all of his or her employed time to the management, operation or maintenance of the Project unless such wages or salaries are equitably prorated to reflect time spent on operating and managing the Project vis-a-vis time spent on matters unrelated to operating and managing the Project; (j) payments of ground rent pursuant to any ground lease covering the Project; (k) except as set forth in Paragraph 4.3.1, above, any payments paid to Lessor or to subsidiaries or affiliates of Lessor for working capitalgoods or services, capital improvements to the extent the same exceeds the cost of such good or otherwise)services if rendered on a competitive basis by qualified, but including sums expended from reserves, first-class unaffiliated third parties; and (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iiil) any other default cost or expense incurred by Landlord Lessor as a result of any breach by Lessor of any of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration express obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject For the period commencing on January 1, 2011 and ending on the Extended Termination Date, Lessee shall pay for Lessee's Proportionate Share of the increase in Operating Expenses over the Base Year in accordance with the terms of the Lease, as amended hereby, provided, however, during such period, the Base Year for the computation of Lessee's Proportionate Share of Operating Expenses is amended from 2005 to 2011. Notwithstanding the foregoing or anything to the remainder contrary set forth in Article 4 of this Article 6the Lease, Landlord shall pay all amounts payable effective January 1, 2011, electricity for the Premises and the Building (to the Board extent that the Premises constitutes 100% of Managers or the Building and except to the Verizon Units Owner extent attributable to the common areas of the Project and/or Property) shall no longer be a part of the definition of Utility and Service Costs (as defined in Section 4.03B of the DeclarationLease) and shall no longer be included as a part of Operating Expenses. Instead, electricity costs for the Premises and the Building (to the extent that the Premises constitutes 100% of the Building and except to the extent attributable to the common areas of the Project and/or Property) shall be treated as a separate and distinct category which Landlord is obligated shall no longer be subject to pay under the DeclarationBase Year and instead shall be subject to a Premises Electricity Cost Expense Stop as more fully described in Section V below. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owedLessor and Lessee acknowledge and agree that, pursuant to Section 4.05B of the DeclarationLease, by Landlord to Lessee owes Lessor approximately $33,000.00 in connection with Lessee's underpayment of actual Operating Expenses for calendar year 2009 (the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises"2009 Operating Expense Underpayment"). The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of Lessor hereby (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserveswaives any claim to the 2009 Operating Expense Underpayment, (ii) agrees that the failure by Landlord to timely pay any amount due existence of the 2009 Operating Expense Underpayment is not, and was not, a Default, event of default, or other similar occurrence under the DeclarationLease, and (iii) any other default by Landlord agrees that Tenant has fully paid all of its obligations under the Declaration not on account of Operating Expenses attributable to a default by calendar year 2009. In addition, notwithstanding anything herein or an act or omission of Tenant, (iv) any capital improvements in the Lease to the contrary, Lessee's Proportionate Share of Operating Expenses for calendar year 2010 shall not exceed the sum of $54,420.00 (the "Cap"); provided, however, that the Cap set forth herein shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, unless expressly so provided in any amendment to the Lease. In consideration of the foregoing, Lessee hereby waives any interest in any overpayment of actual Operating Expenses for calendar year 2010, which amounts, if any, shall be for the sole benefit of Lessor, it being understood that Lessee shall not be entitled to any credit, abatement or other concession in connection therewith. Lessor agrees to act in a commercially reasonable manner in incurring Operating Expenses, taking into consideration the class and the quality of the Building (including without limitation all structural repairs or replacements performed and Project and shall extrapolate Operating Expenses in accordance with Article 13 the methodology used to extrapolate Operating Expenses in comparable buildings owned by Lessor and its affiliates in the geographic area in which the Building and Project is located. Lessee agrees to act in a commercially reasonable manner to control those items of this Lease), Operating Expenses within Lessee's reasonable control to avoid an unreasonable increase in Operating Expenses incurred during the 2010 and (v) any negligent or intentional act or omission by Landlord2011 calendar years. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject In addition to the remainder of this Article 6Base Rent described above, Landlord shall pay all amounts payable to commencing on the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Rent Commencement Date, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services Tenant’s Pro Rata Share (as defined below) of Operating Expenses, as detailed in the Declarationsubparagraph (ii) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of below. (i) reserves For the initial period of the Lease Term ending on December 31, 2011, the total estimated annual Operating Expenses shall be $263,023, payable in monthly installments of 1/12th of the annual estimate and a monthly total Operating Expenses at the Premises for the first Lease year is attached to this Lease as Exhibit E. Tenant’s Pro Rata Share of Operating Expenses shall be 100%, representing Tenant’s percentage share of the total gross usable square footage in the Building. As soon as practicable after December 31, 2011, Landlord will calculate actual Operating Expenses for the previous year, and shall provide Tenant with an itemized accounting of same together with basic supporting information, along with the revised total estimated annual Operating Expenses for the then-current Lease year, which also shall be payable in monthly installments of l/12th of the annual estimate, subject however to any credit which may be due pursuant to this paragraph 3(C)(i). Landlord shall provide detailed supporting information promptly following a request by Tenant for the same. At that time, if Tenant’s Pro Rata Share of the actual Operating Expenses for the previous year exceeded the amount paid by Tenant, Tenant shall have sixty (60) days from the date of written notice from Landlord to pay the difference. If Tenant’s Pro Rata Share of actual Operating Expenses for working capitalthe previous year is less than the amount paid by Tenant, capital improvements Tenant shall receive a credit against the next month’s (or otherwise)months’, but including sums expended from reservesas the case may be) Pro Rata Share of Operating Expenses in that amount. Upon the termination of the term of this Lease, final adjustments will be made by the parties in a similar fashion after the end of the calendar year in which such termination occurs. If Tenant wishes to dispute an amount shown on the annual statement of Operating Expenses, Tenant shall give Landlord written notice of such dispute within three (3) months after Tenant’s receipt of the annual statement. Promptly after the receipt of such notice, Landlord and Tenant shall endeavor in good faith to resolve such dispute. If such efforts do not succeed, Tenant shall have the right to cause a nationally or regionally recognized independent certified public accountant designated by Tenant, to be paid on an hourly and not a contingent fee basis, and otherwise reasonably acceptable to Landlord, to audit Landlord’s records pertaining to the Premises and the Operating Expenses, provided that Tenant (i) notifies Landlord in writing of Tenant’s intention to audit within thirty (30) days after the initial Tenant written notice of dispute referenced above, (ii) actually begins such audit within the failure by Landlord to timely pay any amount due under the Declarationsubsequent thirty (30) day period, and (iii) any other default diligently pursues the audit to completion as quickly as reasonably possible. Tenant shall bear all costs of such audit, including Landlord’s actual copying costs and personnel costs, if any, incurred in connection with such audit, except that if the audit (as certified by the auditor) shows an aggregate overstatement of Operating Expenses by three percent (3%) or more, then Landlord shall bear all costs of the audit. (ii) Landlord is responsible for ensuring that all Operating Expenses assessed against Tenant are reasonable, actual and necessary out-of-pocket expenses of Landlord (except Landlord may use its obligations under normal accrual method of accounting), obtained at prices that are consistent with practice for comparable (Class A office) facilities in the Declaration not Burlington, Vermont area, consistent with the types of operating expenses charged to tenants in comparable facilities in the Burlington, Vermont area, and are directly attributable to a default by or an act or omission the operation, maintenance, management, and repair of Tenantthe Premises (all as may be more fully described in, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 and subject to, Paragraphs 6, 7 and 8 of this Lease), including, driveways, walks and other improvements reasonably necessary to support the use and occupancy of the Premises, as determined under generally accepted accounting principles consistently applied, including but not limited to (vfor the avoidance of doubt, to the extent there may be two or more items listed below that would ordinarily be interpreted as being the same, it shall only be counted once in the determination of any fees or charges hereunder): (1) property taxes; (2) snow and debris removal from all parking lots, driveways, sidewalks and emergency exits in or on 124 Technology Park Way, and to Tenant’s standards and specifications; (3) landscaping, including maintenance of the parking lots and lawns, trees, shrubbery, walkways, and sidewalks at 000 Xxxxxxxxxx Xxxx Xxx; (4) maintenance of the roof, exterior shell and structural elements of the Building; (5) exterior lighting as shown on Exhibit A; (6) sprinkler system, water entrance into the Building, fire alarm system and panel; (7) the base HVAC, plumbing, electrical systems located in the mechanical room; (8) salaries, and other compensation (excluding officers and management of Landlord higher than the Building Manager); including payroll, income, unemployment and social security taxes, vacation, holiday, and other paid absences; and welfare, retirement, and other fringe benefits; that is paid to employees of Landlord engaged in the actual operation, repair, management, or maintenance of the Premises, pro-rated to reflect time spent by such employee on the actual operation and management of the Premises, including the following; provided, however, that for the avoidance of doubt, Tenant and Landlord agree that since Tenant will be occupying 100% of the Property, Tenant will be taking care of the interior of the Building and will not require the services of any negligent of Landlord employees, agents or intentional act contractors therefor except as expressly provided for herein; and provided, further, that in such instance Tenant acknowledges that if it requests Landlord’s assistance in the interior or omission by Landlord. Section 6.2 If a bill for an amount payable such interior work is required under Section 6.1 relates to periods both within and without the Term terms of this Lease, the costs of the same will be fully passed through to Tenant, without any up- or surcharges thereto (except that Landlord may charge a five percent (5%) management fee for work requested by Tenant that is not chargeable as an Operating Expense), and otherwise subject to the conditions of and to the extent allowable as an Operating Expense under this Lease; (a) inspectors; (b) window cleaners, miscellaneous repair persons, janitors, cleaning personnel; and (c) engineers, mechanics, electricians, and plumbers; but not more than one on-premises full-time manager or superintendent and only to the extent and for such time as may be required to perform Landlord’s obligations with respect thereto shall under the Lease and/or complete the work requested by Tenant; (9) repairs and maintenance of the Premises and the cost of supplies, materials, and equipment for Premises repairs and maintenance, that under generally accepted accounting principles consistently applied, would not be equitably pro-rated. Any dispute concerning capitalized; (10) premiums and other charges incurred by Landlord for insurance on the calculation Premises as follows: (a) fire insurance, extended coverage insurance, and earthquake, windstorm, hail, and explosion insurance; (b) public liability and property damage insurance; (c) boiler and machinery insurance; sprinkler leakage, water damage, water damage legal liability insurance; burglary, fidelity, and pilferage insurance on equipment and materials; (d) insurance Landlord is required to carry under Paragraph 15; and (e) other insurance as is customarily carried by operators of amounts payable by Tenant pursuant to this Article 6 may be referred by either party comparable commercial/industry buildings in the Xxxxxxxxxx County area; (11) costs incurred for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive inspection and servicing, including all outside maintenance contracts necessary or proper for the expiration or sooner termination maintenance of this Lease.the Premises, such as janitorial and window cleaning, rubbish removal, exterminating, water treatment, electrical, plumbing, and mechanical equipment, and the cost of materials, tools, supplies, and equipment used for inspection and servicing;

Operating Expenses. Section 6.1 Subject In the event Landlord's operating expenses for the Building shall, in any calendar year during the Term, exceed the sum of those expenses accrued during the 1999 base year ("Excess Expenses") Tenant shall pay as additional rent Tenant's Proportionate Share of Excess Expenses. In order to provide current payments on account of Excess Expenses Tenant shall, at Landlord's request, pay as additional rent, an amount equal to Tenant's Proportionate share of the remainder Excess Expenses due for the ensuing twelve (12) months, as estimated by Landlord from time to time, in twelve (12) equal monthly installments, commencing on the first day of this Article 6the month following the month in which Landlord notifies Tenant of the amount. Following the close of each calendar year, Landlord shall provide Tenant with a statement showing in reasonable detail all computations of additional rent under this section. If Tenant's Proportionate Share of the actual Excess Expenses for the preceding calendar year exceeds the aggregate of the estimated monthly payments made by Tenant for such year, Tenant shall within ten (10) days of the receipt of the statement, pay all to Landlord as additional rent an amount equal to such excess. If such aggregate of the estimated monthly payments exceeds Tenant's Proportionate share of the actual Excess Expenses for such calendar year, Landlord shall credit against Tenant's next ensuing monthly installment or installments of the rent an amount equal to such difference until the credit is exhausted. No interest or penalties shall accrue on any amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under credit to Tenant by reason of this provision. The obligations of Tenant and Landlord to make payments or credits required by this provision shall survive the DeclarationTermination Date. Without duplicating Notwithstanding any amounts other provisions in this Lease, during the year in which the Lease terminates, Landlord, prior to the Termination Date, shall have the option to invoice Tenant for Tenant's Proportionate share of the Excess Expenses based upon the previous year's operating expenses. If the Lease shall terminate on a day other than the last day of the calendar year, the amount of any additional rent payable by Tenant applicable to the year in which such termination shall occur shall be pro rated on the ratio that the number of days from the commencement of the calendar year to and including the Termination Date bears to 365. Each annual statement given by Landlord or the Building Manager pursuant to Article 5this section shall be conclusive and binding upon Tenant unless within ninety (90) days after receipt of such statement Tenant shall notify Landlord that it disputes the correctness of the statement, specifying the particular respects in which it is claimed to be incorrect. If such dispute shall not have been settled by agreement, then, pending the legal determination of such dispute by a later agreement or litigation, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed additional rent in accordance with Article 13 such statement and such payment shall be without prejudice to Tenant's position. If the dispute shall be determined in Tenant's favor, Landlord shall forthwith credit to Tenant the amount of this Lease)Tenant's overpayment of additional rent resulting from compliance with Landlord's statement. Landlord shall grant Tenant, at Tenant's expense, reasonable access to Landlord's books and (v) records for the purpose of verifying the Excess Expenses. If during any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term calendar year of this Lease, Tenant’s obligations with respect thereto the occupancy of the Building averages less than one hundred percent (100%), it is agreed that the Operating Expenses that vary depending upon occupancy shall be equitably pro-ratedcomputed as though the Building had been 95% occupied for such calendar year. Any dispute concerning the calculation If Landlord recovers in excess of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination 100% of its Operating Expenses that vary depending upon occupancy during any calendar year of this Lease, Landlord shall credit against Tenant's next ensuing monthly installment or installments of the rent an amount equal to Tenant's Proportionate Share of such excess until the credit is exhausted, or if the term of the Lease has expired refund to the Tenant the Tenant's Proportionate Share of such excess.

Operating Expenses. Section 6.1 Subject 3.3.1 Commencing on the Commencement Date for each of Powered Shell-A, Powered Shell-B and the Operational Space, Tenant shall be obligated to pay to Landlord as Additional Rent an amount equal to Operating Expenses (Actual) for such component of the Building. 3.3.2 No later than sixty (60) days prior to the remainder date that Landlord reasonably anticipates the Commencement Date to occur, Landlord shall provide to Tenant a statement of this Article 6the Operating Expenses (Projected) for the period commencing on the Commencement Date and ending on the last day of the calendar year in which the Commencement Date occurs. In addition, no later than sixty (60) days before the beginning of each calendar year thereafter, Landlord shall provide to Tenant a statement of the Operating Expenses (Projected) for the immediately following calendar year. Such initial statement of the Operating Expenses (Projected) and each subsequent statement of the Operating Expenses (Projected) are referred to herein as the “Operating Expenses Budget”. Each Operating Expenses Budget shall be subject to Tenant’s approval, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, it shall be unreasonable for Tenant to withhold its approval of any proposed Operating Expenses Budget unless Tenant is able to demonstrate and reasonably justify an alternative budget that will result in fifteen (15%) or more in annual savings as compared to the proposed Operating Expenses Budget. 3.3.3 Tenant shall pay each Projected Operating Expenses Installment to Landlord the first day of each month during the Term of the Lease. Until Tenant has received the statement of the Operating Expenses (Projected) from Landlord, Tenant shall continue to pay Projected Operating Expenses Installments to Landlord in the same amount (if any) as required for the last month of the prior calendar year. Upon Tenant’s receipt of such statement of the Operating Expenses (Projected), Tenant shall pay to Landlord, or Landlord shall pay to Tenant (whichever is appropriate), the difference between the amount paid by Tenant as Projected Operating Expenses Installments prior to receiving such statement and the amount payable by Tenant therefor as set forth in such statement. Landlord shall provide Tenant a statement on or before May 15 after the end of each calendar year, showing Operating Expenses (Actual) as compared to the Operating Expenses (Projected) for such calendar year. If the Operating Expenses (Actual) for such calendar year exceeds the aggregate of the Projected Operating Expenses Installments collected by Landlord from Tenant, Tenant shall pay to Landlord, within thirty (30) days following Tenant’s receipt of such statement, the amount of such excess. However, if the Operating Expenses (Actual) for such calendar year is less than the aggregate of Projected Operating Expenses Installments collected by Landlord from Tenant, Landlord shall pay all amounts payable to Tenant, within thirty (30) days following Tenant’s receipt of such statement, the amount of such excess. Landlord shall have the right from time to time during each calendar year to propose an update to the Board of Managers or Operating Expenses (Projected) and provide Tenant with a revised statement thereof, which proposed update shall be subject to the Verizon Units Owner (as defined Tenant’s approval rights set forth in the Declaration) which Landlord is obligated to pay under the DeclarationSection 3.3.2 above. Without duplicating any amounts payable pursuant to Article 5Thereafter, Tenant shall pay directly Projected Operating Expenses Installments on the basis of the revised statement. If the Commencement Date is not the first day of a calendar year, or the expiration or earlier termination date of this Lease is not the last day of a calendar year, the Operating Expenses (aActual) shall be prorated. The foregoing adjustment provisions shall survive the actual amount owedexpiration or termination of the Term of this Lease. 3.3.4 Landlord agrees to keep books and records reflecting the Operating Expenses of the Property in accordance with generally accepted accounting principles. Tenant, pursuant at its expense, shall have the right, once per year, within twelve (12) months after receiving Landlord’s statement of Operating Expenses (Actual) for a particular year, to audit Landlord’s books and records relating to the Declaration, by Operating Expenses as the case may be for such year. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the Board statement of Managers or to the Verizon Units OwnerOperating Expenses (Actual), and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services Tenant shall be deemed to have been paid when incurred by the Verizon Units Ownerapproved such statement in all respects. Occupancy Charges Such audit shall be exclusive conducted by an independent, nationally recognized accounting firm. For the avoidance of doubt, any all information obtained through the Tenant’s audit with respect to financial matters and any other matters pertaining to 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 subject to the provisions of Section 17.19 hereof. Notwithstanding the foregoing, if the amount due as a result of Operating Expenses (iActual) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure set forth in Landlord’s statement is determined by Tenant’s audit to have been overstated by Landlord to timely pay any amount due under by more than $[***], Landlord shall reimburse Tenant for such overcharge and the Declarationcommercially reasonable, (iii) any other default out of pocket hourly or flat fee costs and expenses paid by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed Tenant in accordance connection with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Leasereview.

Operating Expenses. Section 6.1 Subject All utility service charges for electricity, water, heat, air conditioning service and other utilities, elevator maintenance, common area maintenance, taxes (other than real estate taxes and assessments) such as rental taxes, other expenses incurred in operating a Project that Xxxxxx customarily pays, and any other costs incurred in the ordinary course of business and operation of a Project shall be prorated as of the Closing Date on an accrual basis and American Spectrum Xxxxxx Properties shall receive a credit for any accrued and unpaid amounts, and Xxxxxx shall be debited with such amounts. If any such amounts are paid in advance, Xxxxxx shall receive a credit from American Spectrum Xxxxxx Properties for the portion of such amounts allocable to any period from and after the remainder of this Article 6, Landlord Closing Date. Xxxxxx shall pay all amounts payable such expenses that accrue prior to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant Closing Date and American Spectrum Xxxxxx Properties shall pay directly (a) all such expenses accruing on the actual amount owedClosing Date and thereafter. To the extent possible, pursuant Xxxxxx and American Spectrum Xxxxxx Properties shall obtain xxxxxxxx and meter readings as of the Closing Date to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, aid in such prorations. No proration shall be made with respect to operating costs that are paid directly by Tenants under the TermTenant Leases. Notwithstanding the foregoing, subject American Spectrum Xxxxxx Properties shall not receive any credit for operating expenses due after the Closing to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of extent that (i) reserves (for working capitalTenants are obligated under their Tenant Leases to pay such amounts, capital improvements or otherwise), but including sums expended from reserves, and (ii) Xxxxxx has not received any payments from such Tenants on account of amounts due after the failure Closing. Further, if Xxxxxx has paid any operating credits that are required to be reimbursed by Landlord Tenants, American Spectrum Xxxxxx Properties shall use commercially reasonable efforts to timely collect such amounts on Dunham’s behalf and shall pay such amounts to Xxxxxx promptly upon receipt. Xxxxxx shall also have the right to collect, after Closing, such reimbursable amounts due to Xxxxxx from Tenants, but shall not be entitled to commence any litigation or disposition or eviction proceeding against a Tenant. Utility Deposits, plus any interest on the Utility Deposits, to which Xxxxxx will be entitled that are held by the provider of the utilities and which are freely transferable to American Spectrum Xxxxxx Properties, shall at the election of Xxxxxx be assigned by Xxxxxx to American Spectrum Xxxxxx Properties and American Spectrum Xxxxxx Properties shall pay to Xxxxxx the full amount due under thereof at the Declaration, (iii) Closing. Xxxxxx shall retain the right to obtain a refund of any other default by Landlord of its obligations under the Declaration Utility Deposits which are not attributable assigned to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease)American Spectrum Xxxxxx Properties, and American Spectrum Xxxxxx Properties will cooperate with Xxxxxx as reasonably requested (vat no out-of-pocket cost or expense to Xxxxxx) in obtaining any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates refund. Furthermore, Xxxxxx shall retain all right, title and interest in and to periods both within all performance bonds, DRE postings and without the Term of this Lease, Tenant’s obligations with respect thereto other similar amounts and shall be equitably pro-rated. Any dispute concerning authorized to seek a return of such amounts from and after the calculation of amounts payable Closing Date and American Spectrum Xxxxxx Properties will cooperate with Xxxxxx, as reasonably requested by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration Xxxxxx, in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Leaseobtaining any refund.

Operating Expenses. Section 6.1 Subject to (a) Throughout the remainder of this Article 6Term, Landlord Tenant shall pay all amounts payable to on a monthly basis, without demand, as Additional Rent for the Board Premises, Tenant's Proportionate Share of Managers or to the Verizon Units Owner amount by which Operating Expenses (as defined in Section 4.01(b) hereof) exceed the DeclarationBase Operating Expenses Amount. Such payments shall be made as follows: (1) which Prior to the Commencement Date and on the first day of January of each year during the Term, or as soon thereafter as is reasonably practicable, Landlord is obligated to pay under shall furnish Tenant with Landlord's estimate of the DeclarationOperating Expenses for the forthcoming year. Without duplicating any amounts payable pursuant to Article 5On the first day of each month during such year, Tenant shall pay directly one-twelfth (a1/12th) of Tenant's Proportionate Share of the difference between the estimated Operating Expenses for such year and the Base Operating Expenses Amount. If for any reason Landlord has not provided Tenant with Landlord's Operating Expenses estimate on or before the first day of January of any year during the Term (or by the Commencement Date, as the case may be), then, until the first day of the calendar month following the month in which Tenant is given Landlord's estimate of Operating Expenses, Tenant shall continue to pay to Landlord on the first day of each calendar month the monthly sum payable by Tenant under this Section 4.01 for the month of December of the preceding year. (2) On the first day of March of each year during the Term, or as soon thereafter as reasonably practical, Landlord shall furnish to Tenant a reasonably detailed statement of the actual amount owedOperating Expenses for the preceding year. Within thirty (30) days after the delivery of that statement, a lump sum payment will be made by Tenant equal to the amount, if any, by which Tenant's Proportionate Share of the actual Operating Expenses exceeds the amount, if any, which Tenant has paid toward the estimated Operating Expenses pursuant to Section 4.01(a)(1) above. If Tenant's Proportionate Share of the Declarationactual Operating Expenses is less than the amount Tenant has paid toward the estimated Operating Expenses pursuant to Section 4.01(a)(1) above, Landlord shall apply such amount to the next accruing installments of Rent due hereunder. The foregoing notwithstanding, Landlord shall have the right from time to time during any year, but not more frequently than twice in any calendar year, to notify Tenant in writing of any change in Landlord's estimate of Operating Expenses for the then current year, in which event Tenant's Proportionate Share of Operating Expenses, as previously estimated, shall be adjusted to reflect the amount shown in such notice and shall be effective, and due from Tenant, on the first day of each month following Landlord's giving of such notice. The effect of this Section 4.01(a) is that Tenant will pay during each year during the Term Tenant's Proportionate Share of actual Operating Expenses in excess of the Base Operating Expenses Amount. (3) If the Commencement Date occurs on a date other than the first day of January, or if the Term ends on a date other than the last day of December, the actual Operating Expenses for the year in which the Commencement Date or the Expiration Date occurs, as the case may be, shall be prorated so that Tenant shall pay that portion of Tenant's Proportionate Share of Operating Expenses for such year represented by a fraction, the numerator of which shall be the number of days during such fractional year falling within the Term, and the denominator of which is 365 (or 366, in the case of a leap year). The provisions of this Section 4.01 shall survive the Expiration Date or any sooner termination provided for in this Lease. (b) As used in this Lease, "Operating Expenses" means all reasonable expenses, costs, and disbursements of every kind which Landlord incurs, pays or becomes obligated to pay in connection with the ownership, operation, repair, and maintenance of the Building, which cost shall include all expenditures by Landlord to maintain all facilities in operation at the Board beginning of Managers the Term and such additional facilities installed in subsequent years as Landlord may reasonably consider necessary or beneficial for the operation of the Building. All Operating Expenses shall be determined according to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 Generally Accepted Accounting Principles (“Occupancy Charges”GAAP) (which shall be consistently applied) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise)include, but including sums expended from reservesare not limited to, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.following:

Operating Expenses. Section 6.1 Subject Lessee shall pay to Lessor during the Term hereof, in addition to the remainder Base Rent, Lessee's Share, as hereinafter defined, of all Operating Expenses, in excess of the amount established during the January 1, 1999 through December 31, 1999 term of this Article 6Lease ("Base Year"), Landlord as determined by standard accounting practices, calculated assuming the Building is ninety-five percent (95%) occupied during the Base Year. Lessee shall not be responsible for any capital expenses. Lessee shall have the right to audit any passthroughs (Operating Expenses in excess of the Base Year Operating Expenses), however in no case shall Lessor pass through any amount greater than five percent (5%) of the Lessee's Share of the Operating Expenses for the Base Year, non-cumulative, per year. The maximum amount of the passthrough shall be calculated as follows: Lessee's Share of the Base Year Operating Expenses, expressed as a cost per square foot, shall be multiplied by five percent (5%), which shall represent the maximum amount of Operating Expense per square foot that may be passed through to Lessee in any one year ("Annual Maximum Operating Expense Passthrough"). Commencing on January 1, 2000, and continuing each successive January 1 thereafter, Lessor shall provide Lessee with a reasonably detailed statement of the total Operating Expenses and the Lessee's Share of those Operating Expenses to be passed through ("Operating Expense Statement"). Lessee shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable Lessor Lessee's Share, pursuant to Article 5Lessee's right to audit the Operating Expense Statement, Tenant which shall pay directly be the lesser amount of the following: (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers Lessee's Annual Maximum Operating Expense Passthrough; or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) Lessee's Share per square foot of Operating Expenses as calculated for the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premisescurrent year. The charges for Metered Services Operating Expenses shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease)the following provisions: (a) Lessee's Share" is defined, and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term purposes of this Lease, Tenant’s obligations as the percentage set forth in paragraph 1.8 of the Basic Lease Provisions, which percentage has been determined by dividing the approximate rentable square footage of the Premises by the total approximate square footage of the rentable space contained in the Office Building Project. It is understood and agreed that the rentable square footage figures set forth in the Basic Lease Provisions are approximations which Lessor and Lessee agree are reasonable and shall not be subject to revision except in connection with respect thereto shall be equitably pro-rated. Any dispute concerning an actual change in the calculation size of amounts payable by Tenant pursuant to this Article 6 may be referred by either party the Premises or a change in the space available for resolution by arbitration lease in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this LeaseOffice Building Project.

Operating Expenses. Section 6.1 Subject Prior to the remainder commencement of this Article 6each Operating Year or as soon thereafter as is reasonably possible, Landlord will furnish to Tenant an estimate of the Operating Expenses for such Operating Year and if the same shall pay all amounts be in excess of the Base Operating Expenses, the installments of rent payable hereunder in respect of each month of such Operating Year shall be increased byway of Additional Rent by an amount equal to one-twelfth (1/12) of three and forty-nine one hundredths percent (3.49%) of such excess and Tenant shall make payment thereof to Landlord accordingly (“Tenant’s Estimated Share”). After the Board end of Managers or each Operating Year, the Landlord shall furnish to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant a statement of Landlord’s actual Operating Expenses for such Operating Year and Tenant shall pay directly to Landlord an amount equal to of three and forty-nine one hundredths percent (a3.49%) of the actual amount owed, pursuant to excess of such Operating Expenses over the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 Base Operating Expenses (“Occupancy ChargesTenant’s Actual Share”). If Tenant’s Actual Share is greater than the amount paid by Tenant to Landlord as Tenant’s Estimated Share, then Tenant shall pay this difference to Landlord within fourteen (14) and days after delivery of such statement. If Tenant’s Actual Share is less than the amount paid by Tenant to Landlord as Tenant’s Estimated Share, then Landlord shall refund the excess to Tenant within fourteen (b14) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive days after delivery of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlordsuch statement. Section 6.2 01. If a bill for this Lease shall terminate other than on the expiry of an Operating Year in any Operating Year, then in computing the amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant under this Article for the period from the commencement of the Operating Year in which the Lease terminates until the date of termination, the Base Operating Expenses shall be deducted from the Operating Expenses for such Operating Year and Tenant shall pay one-three hundred sixty-fifth (1/365) of three and forty-nine one hundredths percent (3.49%) for each day of such Operating Year during which this Lease shall have been in full force and effect. The obligations of the parties hereto to adjust sums owed pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of the term of this LeaseLease Failure of Landlord to furnish a statement of actual Operating Expenses or to give notice of an adjustment to Annual Rent under this Article in a timely manner shall not prejudice or act as a waiver of Landlord’s right to furnish such statement or give such notice at a subsequent time or to collect any adjustments to the Base Rent for any preceding period.

Operating Expenses. Section 6.1 (a) This Lease contemplates a transaction commonly described as a “triple-net lease” whereby the parties intend that Tenant shall bear all of the costs related to the operation, repair, maintenance, management, restoration and replacement of the Building or any portion thereof, except as otherwise expressly set forth in this Lease (collectively, “Operating Expenses”). Subject to the remainder provisions of this Article 6Section 1.7 above, Landlord shall pay all amounts payable in addition to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Base Rent, Tenant shall pay directly to Landlord during the Term of this Lease one hundred percent (a100%) of Operating Expenses as provided in this Section 3.3. Tenant shall be responsible for one hundred percent (100%) of the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and Operating Expenses attributable to the Demised PremisesBuilding and the land, with respect landscaping, sidewalks and parking areas serving or more adjacent to the TermBuilding and other facilities shown on Exhibit “C” (such land, subject landscaping, sidewalks, parking and other facilities, the “5870 Facilities”, as distinguished from the land, landscaping, sidewalks and parking areas serving or more adjacent to the exclusions set forth 5880 Building), including all of the costs related to the operation, repair, maintenance, management, restoration and replacement of common areas; (ii) Tenant shall pay Operating Expenses directly to the service providers, contractors or other appropriate third parties, except as provided below in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, 3.3; (iii) any other default by Landlord of its obligations under Tenant shall maintain, repair and replace the Declaration not attributable to a default by Building Systems and shall make such structural or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance as may be necessary to comply with Article 13 of Tenant’s obligations under this Lease), provided, that, Tenant shall not be obligated to make any structural or capital improvements to the foundation, roof, or structural or exterior walls of the Building; (iv) Landlord shall be responsible only for costs related to the foundation, roof, and structural and exterior walls of the Building; and (v) any negligent or intentional act or omission by LandlordTenant shall continue to pay Landlord directly for the Real Property Taxes. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts (b) Operating Expenses payable by Tenant shall include, without limitation: (i) costs and expenses incurred in the operation, repair, maintenance, management and replacement of (A) surfaces, coverings and parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, parkways, driveways, landscaped areas, striping, irrigation systems, lighting facilities, fences and gates, and all taxes and assessments, utilities, insurance premiums, administrative charges and other costs; and (B) all heating, air conditioning, plumbing, electrical systems, life safety equipment, telecommunications equipment, elevators and escalators, tenant directories, fire detection systems, sprinkler systems and other equipment servicing the Building (the items in (B), collectively, “Building Systems”); (ii) janitorial and trash disposal for the common areas; (iii) the cost incurred in connection with the implementation or operation of a transportation system management program or similar program, and the cost of any equipment rental agreements or personal property used in connection with the maintenance, operation or repair of the Building; (iv) the cost of the premiums for the liability and property insurance policies (including, but not limited to, boiler and machinery insurance), earthquake and flood insurance and other insurance policies maintained by Landlord, pursuant to Section 7 below; (v) the cost of water, sewer, gas, electricity, heating, ventilation, air-conditioning and other utilities or services provided to the Building; (vi) replacing and/or adding improvements mandated by any governmental agency and any repairs or removals necessitated thereby, except for any capital improvements, repairs and/or replacements made by Landlord to the foundation, roof (subject to clause (ix) below), and structural and exterior walls of the Building as these expenses shall be at Landlord’s sole cost and expense; (vii) replacing equipment or improvements (other than the foundation and the structural and exterior walls of the Building); (viii) association fees payable pursuant to the CC&Rs and any other owners’ association dues or fees; and (ix) the “amortized” amount applicable to the respective Lease year of any reasonably incurred cost by Landlord of replacing the roof, which cost shall be amortized without interest over the reasonable life of the replaced roof, in accordance with generally accepted accounting principles consistently applied. The components of Operating Expenses listed as items (iv) and (viii) above (i.e., insurance costs and association fees), together with Real Property Taxes, shall be paid directly by Landlord. Tenant shall pay Landlord such costs, together with an administrative fee equal to two percent (2%) of the aggregate amount of items (iv) and (viii) above and Real Property Taxes, within fifteen (15) days after delivery of invoice therefor to Tenant from Landlord, which invoice shall include the itemized bxxx received by Landlord for such item. Tenant shall have no obligation to reimburse Landlord for any Operating Expenses pursuant to this Article 6 may be referred by either party Section 3.3 other than for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive items (iv) and (viii) above, the expiration or sooner termination of this LeaseReal Property Taxes and the administrative fee.

Operating Expenses. Section 6.1 Subject (1) The Additional Rent charges for the Operating Expenses for the Total Rented Space shall be reasonably estimated on a monthly basis, and such monthly estimate shall be payable commencing on July 1, 2013 and thereafter with the monthly payment of Minimum Rent and other Additional Rent. An adjustment to the remainder estimated payments shall be made by the Landlord each year after the actual cost and expense of the Operating Expenses of the prior year is known and any overpayments shall be credited against the next months’ Additional Rent payments due hereunder. Any underpayments shall be paid by the Tenant to the Landlord within the next month’s Additional Rent payment next due hereunder, subject to any grace period set forth hereunder. (2) Landlord shall give Tenant each calendar year during the Term of this Article 6Lease by July 1 of each year, a statement showing the amount of the Operating Expenses for the Total Rented Space for the immediately preceding calendar year and an estimate of Tenant’s annual cost for the current year (hereafter referred to as the “Statements”) for the Total Rented Space. Failure by Landlord to give a Statement shall pay all amounts payable not constitute a waiver by Landlord of its right to require Tenant’s payment of the Board previous year’s Operating Expenses. Provided, however, if the Statement for the previous year is not given to Tenant by July 1 of Managers or to each year during the Verizon Units Owner (as defined in the Declaration) which Landlord is Term, Tenant shall not be obligated to pay under Operating Expenses until a Statement is given to Tenant. (3) If the DeclarationTenant shall dispute in writing any specific item or items or amounts included by the Landlord in any Statement furnished by the landlord to the Tenant and such dispute is not amicably settled between the Landlord and the Tenant within one hundred eighty (180) days after the Statement therefor has been rendered, either party may, during the one hundred eighty (180) days next following the expiration of the first mentioned one hundred eighty (180) days (upon written notice to the other party accompanied by a copy of its letter of submission setting forth the items of dispute) refer such disputed item or items to arbitration in accordance with Section 34 of this Lease and the decision rendered in such arbitration shall be conclusive and binding upon the Landlord and the Tenant. Without duplicating In no event, however, shall any amounts payable pursuant dispute or the submission of same to Article 5arbitration be grounds for any delay or reduction by the Tenant in the payment of the monies due to the Landlord as reflected in the Statement in question, except as set forth hereinabove. The Landlord shall have the right, for a period of twelve (12) months after the rendering of any Statements (or for a longer period, if reasonably required in order to ascertain the facts) to send corrected Statements to the Tenant, and the Tenant shall pay directly (a) the actual any amount owed, pursuant indicated therein to be due to the DeclarationLandlord within one hundred twenty (120) days after such corrected Statement has been rendered. If the Tenant shall not so dispute any item or items of any Statement or corrected Statement within sixty (60) days after such Statement or corrected Statement has been rendered, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services Tenant shall be deemed to have been paid when incurred approved such Statement or corrected Statement. (4) The Landlord shall keep, for a period of one (1) year after Statements are rendered as provided in this Section 5.G., records in reasonable detail of the items covered by such Statements and shall permit the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements upon the giving of reasonable prior notice, to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease)examine and audit such records to verify such Statements, and (v) any negligent or intentional act or omission by Landlordat reasonable times during business hours. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject to (i) Tenant shall pay, as Additional Rent, its pro-rata share of the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner "Operating Expenses" (as defined below). Tenant's pro-rata share shall be determined by multiplying the total amount of Operating Expenses incurred by Landlord in any calendar year by a fraction, the numerator of which shall be the number of gross leasable square feet of space deemed to be contained within the exterior boundaries of the Premises, which on the date hereof is two hundred thousand (200,000) square feet, and the denominator of which shall be the then existing number of square feet of gross leasable area of improvements on the Property (excluding mezzanine and basement, if any, and excluding the square footage attributable to any other tenants at the Property that are maintaining their own Common Area at their own cost and expense), which on the date hereof is five hundred eighty-two thousand one hundred fifty (582,150) square feet. Initially, Tenant's pro rata share of Operating Expenses is thirty-four and thirty-six/one-hundredths percent (34.36%), subject to adjustment in the Declaration) which Landlord is obligated event Tenant exercises its right to pay under expand the Declaration. Without duplicating any amounts payable Premises pursuant to Article 5Section 9.24 or Landlord expands the improvements on the Property. The amount of Tenant's pro-rata share of Operating Expenses for a particular calendar year shall be estimated annually by Landlord and written notice thereof shall be given to Tenant for each calendar year. Landlord's estimate shall be based on the evidence then available to Landlord with respect to its Operating Expenses, and shall be revised during the year as better information becomes available. Tenant shall pay directly monthly, as Additional Rent, at the same time as the monthly installment of Base Rent is due, an amount equal to one-twelfth (a1/12) of Tenant's estimated pro-rata annual share of such Operating Expenses. Such estimated amount shall be reconciled on an annual basis and Tenant shall promptly pay to Landlord, or Landlord shall promptly pay or provide a credit to Tenant (against the next installment of Base Rent and Additional Rent coming due), for the difference between Tenant's pro-rata share of the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, Operating Expenses and attributable to the Demised Premises, Tenant's estimated monthly payments theretofore paid with respect to each calendar year (or portion thereof) during the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlordterm. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject Prior to the remainder commencement of this Article 6each Operating Year or as soon thereafter as is reasonably possible, Landlord will furnish to Tenant an estimate of the Operating Expenses for such Operating Year and if the same shall pay all amounts be in excess of the Base Operating Expenses, the installments of rent payable hereunder in respect of each month of such Operating Year shall be increased by way of Additional Rent by an amount equal to one- twelfth (1/12) of seventy-three and five one hundredths percent (73.5%) (during the Board First Term) or forty and five one hundredths percent (40.5%) (during the Second Term) of Managers or such excess (the "Tenant's Estimated Share"), and Tenant shall make payment thereof to Landlord accordingly. After the Verizon Units Owner (as defined in end of each Operating Year, the Declaration) which Landlord is obligated shall furnish to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Tenant a statement of Landlord's actual Operating Expenses for such Operating Year, and Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates equal to periods both seventy-three and five one hundredths percent (73.5%) (during the First Term) or forty and five one hundredths percent (40.5%) (during the Second Term) of the excess of such Operating Expenses over the Base Operating Expenses ("Tenant's Actual Share"). If Tenant's Actual Share is greater than the amount paid by Tenant to Landlord as Tenant's Estimated Share, then Tenant shall pay this difference to Landlord within and without fourteen (14) days after delivery of such statement. If Tenant's Actual Share is less than the Term amount paid by Tenant to Landlord as Tenant's Estimated Share, then Landlord shall refund the excess to Tenant within fourteen (14) days after delivery of this Leasesuch statement. Tenant shall have the right to examine, Tenant’s obligations at its expense, the Landlord's records with respect thereto in the Landlord's office for a period of sixty (60) days from the Tenant's receipt of such statement. Tenant shall be equitably pro-ratednot have the right to examine such records thereafter. 2.01. Any dispute concerning If this Lease shall terminate other than on the calculation expiry of amounts an Operating Year in any Operating Year, then in computing the amount payable by Tenant under this Article for the period from the commencement of the Operating Year in which the Lease terminates until the date of termination, the Base Operating Expenses shall be deducted from the Operating Expenses for such Operating Year and Tenant shall pay one-three hundred sixty-fifth (1/365) of seventy-three and five one hundredths percent (73.5%) for each day of such Operating Year during which this Lease shall have been in full force and effect during the First Term and one-three hundred sixty-fifth (1/365) of forty and five one hundredths percent (40.5%) of such sum during the Second Term. The obligations of the parties hereto to adjust sums owed pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of the term of this LeaseLease Failure of Landlord to furnish a statement of actual Operating Expenses or to give notice of an adjustment to Annual Rent under this Article in a timely manner shall not prejudice or act as a waiver of Landlord's right to furnish such statement or give such notice at a subsequent time or to collect any adjustments to the Base Rent for any preceding period, provided, however, that Landlord agrees to give any such statement no later than 12 months from the expiration of any Lease Year.

Operating Expenses. Section 6.1 Subject After the occurrence of a Default, but for the lapse of any applicable grace period, and notwithstanding such Default shall be or have been cured or waived by Bondowner Representative, Bondowner Representative shall have the right to require Borrower to deposit with Bondowner Representative, in monthly installments in advance on the first day of each month, an amount sufficient, as reasonably estimated by Bondowner Representative, to pay all Operating Expenses for the Property. In such event, Borrower further agrees, upon Bondowner Representative’s request, to cause all bills, statements or other documents relating to the remainder operating expenses to be sent or mailed directly to Bondowner Representative. Upon receipt of such bills, statements or other documents, and provided Borrower has deposited sufficient funds with Bondowner Representative pursuant to this Article 6Section 11.46, Landlord Bondowner Representative shall pay all such amounts payable as may be due thereunder out of the funds so deposited with Bondowner Representative. If at any time and for any reason the funds deposited with Bondowner Representative are or will be insufficient to pay such Operating Expenses as may then or subsequently be due, Bondowner Representative may notify Borrower and Borrower shall immediately deposit an amount equal to the Board deficiency with Bondowner Representative. If at any time the funds deposited with Bondowner Representative exceed the amount deemed necessary by Bondowner Representative to pay such operating expenses as may then or subsequently be due, such excess shall be credited to Borrower on the next monthly installment or installments of Managers such funds. Upon payment and performance in full of the Loan and all indebtedness and obligations under the Loan Documents, Bondowner Representative shall promptly refund to Borrower any such funds held by Bondowner Representative. Nothing herein shall cause Bondowner Representative to be deemed a trustee of such funds or to the Verizon Units Owner (as defined in the Declaration) which Landlord is be obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) in excess of the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, funds deposited with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant Bondowner Representative pursuant to this Article 6 Section 11.46. Bondowner Representative may commingle such deposits with its own funds and Borrower shall not be entitled to any interest thereon. Borrower shall execute whatever security agreements, financing statements and other documents and instruments as Bondowner Representative may require in order to confirm Bondowner Representative’s security interest in and/or control over such accounts (including, without limitation, the Replacement Reserve referred by either party for resolution by arbitration to in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this LeaseReplacement Reserve Agreement, and funds deposited therein).

Operating Expenses. Section 6.1 Subject After the occurrence of a Default, but for the lapse of any applicable grace period, and notwithstanding such Default shall be or have been cured or waived by Bondowner Representative, Bondowner Representative shall have the right to require Borrower to deposit with Bondowner Representative, in monthly installments in advance on the first day of each month, an amount sufficient, as reasonably estimated by Bondowner Representative, to pay all Operating Expenses for the Property. In such event, Borrower further agrees, upon Bondowner Representative’s request, to cause all bills, statements or other documents relating to the remainder operating expenses to be sent or mailed directly to Bondowner Representative. Upon receipt of such bills, statements or other documents, and provided Borrower has deposited sufficient funds with Bondowner Representative pursuant to this Article 6Section 11.46, Landlord Bondowner Representative shall pay all such amounts payable as may be due thereunder out of the funds so deposited with Bondowner Representative. If at any time and for any reason the funds deposited with Bondowner Representative are or will be insufficient to pay such Operating Expenses as may then or subsequently be due, Bondowner Representative may notify Borrower and Borrower shall immediately deposit an amount equal to the Board deficiency with Bondowner Representative. If at any time the funds deposited with Bondowner Representative exceed the amount deemed necessary by Bondowner Representative to pay such operating expenses as may then or subsequently be due, such excess shall be credited to Borrower on the next monthly installment or installments of Managers such funds. Upon payment and performance in full of the Loan and all indebtedness and obligations under the Loan Documents, Bondowner Representative shall promptly refund to Borrower any such funds held by Bondowner Representative. Nothing herein shall cause Bondowner Representative to be deemed a trustee of such funds or to the Verizon Units Owner (as defined in the Declaration) which Landlord is be obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) in excess of the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, funds deposited with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant Bondowner Representative pursuant to this Article 6 Section 11.46. Bondowner Representative may commingle such deposits with its own funds and Borrower shall not be referred by either party for resolution by arbitration entitled to any interest thereon. Borrower shall execute whatever security agreements, financing statements and other documents and instruments as Bondowner Representative may require in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive order to confirm Bondowner Representative’s security interest in and/or control over such accounts (including, without limitation, the expiration or sooner termination of this LeaseReplacement Reserve and funds deposited therein).

Operating Expenses. Section 6.1 Subject to 7.1 During the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Extended Term, Tenant shall pay directly continue to be responsible for Tenant’s Share of Operating Expenses in accordance with the Lease. In the event that the Building or Project is less than fully occupied during a calendar year, Tenant acknowledges that Landlord may extrapolate Operating Expenses that vary depending on the occupancy of the Building or Project, as applicable, to equal Landlord’s reasonable estimate of what such Operating Expenses would have been had the Building or Project, as applicable, been ninety-five percent (a95%) occupied during such calendar year; provided, however, that Landlord shall not recover more than one hundred percent (100%) of Operating Expenses. 7.2 The paragraph added under Section 5 of the actual amount owedSixth Amendment is revised as follows (new language underlined; deleted language crossed out): Since the Project consists of multiple buildings, pursuant certain Operating Expenses may pertain to a particular building(s) and other Operating Expenses to the DeclarationProject as a whole. Landlord reserves the right in its sole reasonable discretion to allocate any such costs applicable to any particular building within the Project to such building, by Landlord and other such costs applicable to the Board Project to each building or certain buildings in the Project (which may include the Building), with the tenants in each building being responsible for paying their respective proportionate shares of Managers or such building costs to the Verizon Units Owner, and attributable extent required under their leases. If Landlord allocates certain costs to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”other building(s) and (b) the charges for Metered Services (as defined in the Declaration) supplied to Project, said costs shall not be included in the Demised Premises. The charges Operating Expenses for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due Project as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by whole; if Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements allocates certain Operating Expenses to the Building only, Tenant shall only be responsible for that amount of Operating Expenses equal to Tenant’s Pro Rata Share of the Building. Landlord shall allocate such costs to such buildings (including without limitation all structural repairs or replacements performed the Building) in accordance with Article 13 of this Lease)a reasonable, non-discriminatory manner, and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto such allocation shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Leasebinding on Tenant.

Operating Expenses. If the Operating Expenses for the Property, in any calendar year during the Term, exceed the Operating Expenses for the Base Year, Tenant agrees to pay as additional monthly rent the Proportionate Share of such excess Operating Expenses, as estimated by Landlord from time to time. During any partial calendar year of the Term (such as the year in which the Commencement Date occurs and the year in which the Terminates), Tenant’s Proportionate Share of Operating Expenses shall be adjusted based upon the actual number of days contained within the Term during such partial calendar year. By April 30th of each calendar year, Landlord will provide Tenant an itemized statement (“Additional Rent Statement”) showing in reasonable detail all additional rent due (or any overpayments made) under this Section 6.1 Subject and Tenant (or Landlord, as the case may be) shall pay such amount within thirty (30) days after receipt of such statement; provided, however, in no event shall Tenant be released of its obligation for such additional rent if Landlord fails to send Tenant a statement within the time specified above. In no event shall the Base Rent or other sums due under this Lease ever be reduced due to the remainder operation of this Article 6Section 2.3 or to Operating Expenses being less for the Property than the Operating Expenses for the Base Year. Each Additional Rent Statement furnished by Landlord to Tenant shall be conclusive and binding upon Tenant unless, within sixty (60) days after receipt of such Additional Rent Statement (“Dispute Period”), Tenant shall notify Landlord in writing that it disputes the correctness of such statement, stating the reason for such dispute. Pending the determination of such dispute, Tenant shall timely pay the full amount of the Additional Rent payable by Tenant in accordance with each such statement that Tenant is disputing. In the event Tenant gives timely notice of a dispute within the Dispute Period, Tenant, or its authorized agent, at Tenant’s expense, shall have the right, upon reasonable advance notice and during normal business hours, to inspect the books and records of Landlord applicable to the determination of an statement of any additional rent payable by Tenant for the purpose of verifying in good faith the information contained in such Additional Rent Statement for a period of up to one year after the receipt of such statement by Tenant. Landlord shall maintain at its office or the office of its managing agent full, complete and accurate books and records prepared in accordance with prudent building management practices with respect to Operating Expenses, and shall retain such records with respect to each calendar year for a period not less than two (2) years following delivery of the annual statement for such year. Upon completion of the audit and/or inspection, if the calculation of Tenant’s Proportionate Share of Operating Expenses, indicates that Tenant overpaid, or underpaid, rent for any audited calendar year, Landlord shall pay all amounts payable to the Board of Managers Tenant, or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly Landlord, as applicable, upon thirty (a30) days prior written notice, an amount equal to such overpayment or underpayment. In no event shall the actual amount owed, pursuant to the Declaration, by Landlord to the Board form of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall such payment be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capitalcredit against rent next due or, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the upon expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject to Beginning on the remainder first anniversary of this Article 6the Commencement Date, Landlord Sublessee shall pay all amounts payable to the Board Sublessor its proportionate share of Managers or to the Verizon Units Owner any increase in “Operating Payments” (as such term is defined in Section 2.05 of the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), provided the Base Operating Year shall be calendar year 2007. In addition, Sublessee shall pay to Sublessor its proportionate share of Tax Payments (as such term is defined in Section 2.04 of the Lease), provided the Base Tax Year shall be fiscal year 2007/2008. Sublessee’s proportionate share shall be calculated by multiplying the total of any increase in Operating Payments and Tax Payments by a fraction the numerator of which shall be the square footage of the Subleased Premises and the denominator of which shall be the square footage of the Premises under the Lease (vas such Premises may be expanded pursuant to Sublessor’s exercise of its rights under the Lease); it being understood that Sublessee’s proportionate share of Taxes and Operating Payments shall not exceed the proportionate share of Taxes and Operating Payments which would have been payable by Sublessee if Sublessee had a direct lease with Landlord taking into account the changes in the Base Operating Year and Tax Year set forth above. In addition, Sublessee shall reimburse Sublessor for the electrical costs consumed in the Subleased Premises as determined by a submeter measuring only the electrical consumption in the Subleased Premises within fifteen (15) days of receipt of an invoice therefore. Sublessor shall promptly provide to Sublessee copies of all operating expense statements, including back-up detail, received by Sublessor from Landlord. In the event of any negligent reconciliations, refunds or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates additional payments of operating expenses applicable to periods both within and without the Term Subleased Premises during the term of this LeaseSublease, Tenant’s obligations with respect thereto Sublessee shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party responsible for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration paying its proportionate share or sooner termination of this Leasereceiving a proportionate credit, as applicable.

Operating Expenses. Section 6.1 Subject For the period commencing on January 1, 2011 and ending on the Extended Termination Date, Lessee shall pay for Lessee’s Proportionate Share of the increase in Operating Expenses over the Base Year in accordance with the terms of the Lease, as amended hereby, provided, however, during such period, the Base Year for the computation of Lessee’s Proportionate Share of Operating Expenses is amended from 2005 to 2011. Notwithstanding the foregoing or anything to the remainder contrary set forth in Article 4 of this Article 6the Lease, Landlord shall pay all amounts payable effective January 1, 2011, electricity for the Premises and the Building (to the Board extent that the Premises constitutes 100% of Managers or the Building and except to the Verizon Units Owner extent attributable to the common areas of the Project and/or Property) shall no longer be a part of the definition of Utility and Service Costs (as defined in Section 4.03B of the DeclarationLease) and shall no longer be included as a part of Operating Expenses. Instead, electricity costs for the Premises and the Building (to the extent that the Premises constitutes 100% of the Building and except to the extent attributable to the common areas of the Project and/or Property) shall be treated as a separate and distinct category which Landlord is obligated shall no longer be subject to pay under the DeclarationBase Year and instead shall be subject to a Premises Electricity Cost Expense Stop as more fully described in Section V below. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owedLessor and Lessee acknowledge and agree that, pursuant to Section 4.05B of the DeclarationLease, by Landlord to Lessee owes Lessor approximately $33,000.00 in connection with Lessee’s underpayment of actual Operating Expenses for calendar year 2009 (the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges2009 Operating Expense Underpayment”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises). The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of Lessor hereby (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserveswaives any claim to the 2009 Operating Expense Underpayment, (ii) agrees that the failure by Landlord to timely pay any amount due existence of the 2009 Operating Expense Underpayment is not, and was not, a Default, event of default, or other similar occurrence under the DeclarationLease, and (iii) any other default by Landlord agrees that Tenant has fully paid all of its obligations under the Declaration not on account of Operating Expenses attributable to a default by calendar year 2009. In addition, notwithstanding anything herein or an act or omission of Tenant, (iv) any capital improvements in the Lease to the contrary, Lessee’s Proportionate Share of Operating Expenses for calendar year 2010 shall not exceed the sum of $54,420.00 (the “Cap”); provided, however, that the Cap set forth herein shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, unless expressly so provided in any amendment to the Lease. In consideration of the foregoing, Lessee hereby waives any interest in any overpayment of actual Operating Expenses for calendar year 2010, which amounts, if any, shall be for the sole benefit of Lessor, it being understood that Lessee shall not be entitled to any credit, abatement or other concession in connection therewith. Lessor agrees to act in a commercially reasonable manner in incurring Operating Expenses, taking into consideration the class and the quality of the Building (including without limitation all structural repairs or replacements performed and Project and shall extrapolate Operating Expenses in accordance with Article 13 the methodology used to extrapolate Operating Expenses in comparable buildings owned by Lessor and its affiliates in the geographic area in which the Building and Project is located. Lessee agrees to act in a commercially reasonable manner to control those items of this Lease), Operating Expenses within Lessee’s reasonable control to avoid an unreasonable increase in Operating Expenses incurred during the 2010 and (v) any negligent or intentional act or omission by Landlord2011 calendar years. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject In addition to the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Base Rental, Tenant shall also pay directly (a) Tenant's Prorata Share of the actual amount owedamount, pursuant if any, by which Operating Expenses during any calendar year of the Lease Term after the Base Year of 2002 exceed the Operating Expenses of the Base Year; provided, however, that Tenant shall not pay additional rent for excess Operating Expenses for the calendar year 2003. Notwithstanding anything to the Declarationcontrary, Tenant's obligation for the payment of Controllable Operating Expenses shall be capped so as not to exceed an annual increase from the immediately preceding year in excess of 8% per annum cumulatively; provided that such increase for the year 2004 shall be based on an increase over the Base Year. Landlord shall, within nine (9) months following the close of any calendar year provide a statement to Tenant showing in reasonable detail the computations of the additional rent due for Operating Expenses, if any (the "Statement"), which shall be due thirty (30) days after the receipt of such Statement. If this Lease shall terminate on a day other than the last day of the calendar year, the amount of any additional rental payable by Landlord Tenant applicable to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth year in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services which such termination shall occur shall be deemed prorated based on the ratio that the number of days from the commencement of such calendar year to have been paid when incurred and including such termination date bears to 365. If at any time after calendar year 2003, Landlord has reason to believe the per square foot Operating Expenses for the calendar year will exceed the Operating Expenses for the Base Year, Landlord may by the Verizon Units Owner. Occupancy Charges shall be exclusive invoice direct Tenant to prepay monthly one-twelfth of any an amount due as a result of equal to (i) reserves (an estimate of the additional rent due under this paragraph for working capitalthe current year, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure amount paid in the previous calendar year. If the Statement shows an amount owing by Tenant that is less than the sum of the monthly payments made by Tenant in the previous calendar year, the Statement shall be accompanied by a refund of the excess from Landlord to timely pay any amount Tenant (or, at Landlord's option, Landlord may apply such overpayment against rentals due hereunder). During the year in which this Lease terminates, Landlord shall have the option to invoice Tenant for Tenant's Prorata Share of the excess Operating Expenses based upon the previous year's excess Operating Expenses; Landlord shall invoice Tenant under this option either prior to the Declaration, termination of this Lease or within thirty (iii30) any other default by days thereafter. Landlord of its obligations under the Declaration not attributable shall refund to a default by or an act or omission of Tenant, within thirty (iv30) any capital improvements to days after the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term termination of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of any excess amounts payable paid by Tenant pursuant during the final year or partial year of the Lease Term, as the case may be. Initials: SK ------ Audit Rights. Tenant, at any time within one (1) year after receipt of any Statement, and upon no less than thirty (30) days prior written notice to this Article 6 Landlord, may cause an audit to be referred made of Landlord's books and records relating to Operating Expenses. Landlord shall make available for the audit at Landlord's office in Dallas, Texas, all applicable books and records. If the audit discloses an overcharge of Operating Expenses by either party for resolution Landlord, Landlord shall within thirty (30) days pay to Tenant the amount of the overpayment. If the audit discloses an overpayment in excess of five percent (5%) of the Operating Expenses actually paid by arbitration Tenant, then Landlord shall also immediately pay to Tenant all reasonable costs and expenses incurred in accordance with Article 28the audit. The pro-ration obligations under this Article 6 shall survive If the expiration or sooner termination audit discloses an underpayment of this LeaseOperating Expenses actually paid by Tenant, then Tenant shall, within thirty (30) days after the conclusion of such audit, pay to Landlord the amount of such underpayment.

Operating Expenses. Section 6.1 Subject (1) Most of Leases, both the A-Leases and the B-Leases, are multi-tenant leases which are written on a net or so-called "modified gross" basis which require the Tenants thereunder to pay Seller, as landlord, estimates of Operating Expenses for their respective premises. Seller makes annual (calendar year) reconciliations of such Operating Expenses in order to reconcile (on a cash basis) the receipts of estimated Operating Expenses from the Tenants with the Operating Expenses actually paid for the relevant calendar year. The reconciliation of Operating Expenses collected for calendar year 1995 has been completed. (2) It is agreed that Seller shall be responsible for making the reconciliation of Operating Expenses for calendar year 1996, even if such reconciliation occurs after the Close of Escrow. This reconciliation will occur outside of the Escrow and Escrow Holder shall have no responsibility therefor. Seller shall use its best efforts to complete such reconciliation within sixty (60) days after the Closing. Seller anticipates that the amount of estimated Operating Expenses collected for calendar year 1996 will be less than the amount of actual Operating Expenses incurred for such year and that, therefore, certain payments may be due to Seller from certain Tenants. (3) After the such 1996 reconciliation is completed, Seller shall pay any amounts due to the remainder of this Article 6, Landlord Tenants directly to such Tenants. Buyer shall pay all receive no credit against the Purchase Price for any such amounts payable that may be due to the Board of Managers or Tenants. Seller hereby agrees to indemnify, defend and hold Buyer harmless from and against any claims by the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, Tenants with respect to the Term, subject sums which may be due to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due Tenants as a result of excess xxxxxxxx of Operating Expenses. If the Operating Expenses actually paid by Seller for calendar year 1996 exceed the receipts of estimated Operating Expenses received by Seller for such year by more than One Thousand Dollars (i$1,000) reserves in the aggregate, Buyer agrees to use diligence to collect, after the Closing, any shortfall for the account of Seller in the same manner as delinquent rent. Buyer shall pay Seller any portion of such shortfall in Operating Expenses as and when Buyer collects same, so long as all other obligations of the paying Tenant to Buyer are current. If the shortfall in the collection of Operating Expenses from the Tenants is less than One Thousand Dollars (for working capital$1,000) in the aggregate, capital improvements or otherwise), but including sums expended from reserves, (ii) Seller shall have no right to collect the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), shortfall and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto Buyer shall be equitably pro-rated. Any dispute concerning entitled to keep any portion of the calculation of amounts payable by Tenant pursuant to this Article 6 shortfall which it may be referred by either party for resolution by arbitration succeed in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Leasecollecting.

Operating Expenses. Section 6.1 Subject Tenant shall pay to Landlord as additional rent forty-one and 40/100 percent (41.40%) (being the stipulated proportion which the rentable area of the Premises bears to the remainder total rentable area of the Project which, as of the date of this Lease, is 58,669 rentable square feet) of the increase in Operating Expenses during the Term over Initial Operating Expenses. In the event the gross rentable area of the Building is increased or decreased, including increases or decreases pursuant to any future changes in BOMA, then Tenant’s Operating Expenses percentage shall be recalculated and adjusted. Tenant’s proportionate share of Operating Expenses shall be the percentage set forth above, except as follows: If any space in the Building is leased to a tenant who is separately responsible for paying the cost of a service that would otherwise be included in Operating Expenses, the rentable area of such tenant’s space shall be excluded from the rentable area of the Building for the purpose of determining Tenant’s percentage share of the balance of the cost of such services. Additionally, if any space in the Building is leased to a tenant who creates an exemption from any category of Operating Expenses so as to reduce the Building’s total cost of the same in proportion to that tenant’s rentable area, then the rentable area of such tenant’s space shall be excluded from the rentable area of the Building for the purpose of determining Tenant’s percentage share of such category of Operating Expenses. (a) “Operating Expenses,” as that term is used herein, shall mean all expenses, costs and disbursements (but not replacement of capital investment items or specific costs billed to and paid by specific tenants) of every kind and nature according to generally accepted accounting principles (“GAAP”) which Landlord shall pay or become obligated to pay because of or in connection with the ownership, management, maintenance, repair and operation of the Building (for purposes of this Article 6III, the Building shall include the Land) including, but not limited to, the following (including appropriate reserves): (i) Cost of wages and salaries of all employees at or below the level of property manager engaged in the operation and maintenance of the Building, including taxes, insurance and benefits, provided Operating Expenses include only that portion of the wages and salaries of all employees related to the work performed with respect to the Building; (ii) All rental and/or purchase costs of materials, supplies, tools and equipment used in the operation, maintenance and repair of the Building; (iii) Cost of landscaping, gardening, paving, resurfacing, line painting, striping, lighting, snow removal, sanitary control; and maintaining, repairing, replacing any site utilities; (iv) Cost of all maintenance and service agreements for the Building and the equipment used therein including, but not limited to, HVAC, access control and energy management services, security, window cleaning, elevator, trash and rubbish removal, and janitorial and cleaning service (exclusive of those janitorial services which Tenant provides for itself, at its own cost, in accordance with the terms of this Lease); (v) All premiums and deductibles paid by Landlord for fire and extended coverage insurance, earthquake and extended coverage insurance, liability and extended coverage insurance, rental loss insurance, elevator insurance, boiler insurance and other insurance customarily carried from time to time by landlords of comparable office buildings or required to be carried by Landlord’s mortgagee; (vi) Cost of repairs and general maintenance (excluding repairs and general maintenance directly paid for by the proceeds of insurance, or by Tenant or third parties); (vii) All management fees (but not to exceed five percent (5%) of gross rents), the cost of equipping and maintaining a management office at the Building, accounting services, legal fees not attributable to leasing and collection activity, and all other administrative costs relating to the Building and the Property. If management services are not provided by a third party, Landlord shall pay be entitled to a management fee of five percent (5%) of the gross rents (i.e., all amounts payable payments of Base Rental and Additional Base Rental from the various tenants) receivable from the Property; (viii) Cost of any additional service provided by Landlord in the prudent management of the Building including any service not provided at the Lease Commencement date but thereafter provided by Landlord; (ix) Cost of audit and accounting services; (x) Cost of any capital improvements made to the Board Building after the Lease Commencement Date that, in Landlord’s judgment (A) are intended to increase the efficiency of Managers the Building (i.e., are anticipated by Landlord to reduce Operating Expenses, or reduce the rate of increase in Operating Expenses from what it otherwise may have been reasonably anticipated to be in the absence of such capital expenditure), or (B) are required under any governmental law or regulation, in either case such cost thereof to be amortized over such reasonable period as Landlord shall determine; (xi) All labor costs for all persons performing services required or utilized in connection with the operation, repair, replacement and maintenance of and control of access to the Verizon Units Owner Building and the Property, including but not limited to amounts incurred for wages, salaries and other compensation for services, payroll, social security, unemployment and other similar taxes, workers’ compensation insurance, uniforms, training, disability benefits, pensions, hospitalization, retirement plans, group insurance or any other similar or like expenses or benefits; (xii) Charges for all utilities, including but not limited to water, electricity, gas and sewer, but excluding those charges for which Landlord is otherwise reimbursed by tenants; (xiii) All landscape expenses and costs of maintaining, repairing, resurfacing and striping of the parking areas and garages of the Property, if any; (xiv) Cost of all other repairs, replacements (other than such replacements which are capital improvements under generally accepted accounting principles and not permitted under Section 3.5(a)(x) above) and general maintenance of the Property and Building neither specified above or directly billed to tenants; and (xv) Any other expense or charge of any nature whatsoever which, in accordance with general industry practice with respect to the operation of a similar office building, would be construed as an operating expense. (b) Operating Expenses shall not include the following: (i) costs of capital improvements other than as set forth in clause 3.5(a)(x); (ii) payment of principal or interest due under any mortgage or deed of trust; (iii) depreciation or amortization of costs required to be capitalized in accordance with generally accepted accounting principles (other than those described above); (iv) the cost of roof replacement or capital improvements costs (other than those described above), whether principal or interest; (v) compensation paid to officers of Landlord or officers of the management agent or anyone else above the level of property manager; (vi) Costs associated with the initial construction of the Building and the Project; (vii) costs directly resulting from the gross negligence or willful misconduct of Landlord, its employees, agents, contractors or employees; (viii) costs for which Landlord maybe reimbursed by any insurance required to be carried hereunder or actually carried by Xxxxxxxx; (ix) costs for any structural maintenance, replacement or redesign (except for routine caulking or other routine maintenance type items); (x) leasing commissions, legal fees and other expenses incurred by Landlord or agents in connection with negotiations or disputes with tenants or prospective tenants (other than with Xxxxxx’s sublessees or assignees) for the Building or Project; (xi) costs or expenses associated with the enforcement of any leases (other than with Tenant’s sublessees or assignees) by Landlord; (xii) expenses, costs or fees relating to the defense of Landlord’s title or interest in the real estate containing the Building, or any part thereof; (xiii) costs incurred by Landlord in connection with the initial construction of the Building and related facilities; (xiv) expenses for the correction of defects in Landlord’s initial construction of the Building; (xv) any costs or expenses relating to Landlord’s obligations under any workletter to construct tenant improvements; (xvi) allowances, concessions, permits, licenses, inspections, and other costs and expenses incurred in completing, fixturing, renovating or otherwise improving, decorating or redecorating space for tenants, prospective tenants or other occupants or prospective occupants of the Building, or vacant leasable space in the Building, or constructing or finishing demising walls and public corridors with respect to any such space whether such work or alteration is performed for the initial occupancy by such tenant or occupant or thereafter; (xvii) any cash or other consideration paid by Landlord on account of, with respect to or in lieu of the tenant work or alterations; (xviii) Landlord’s costs of any services sold or provided to tenants for which Landlord is entitled to be reimbursed by such tenants under the lease with such tenants; (xix) expenses in connection with services or other benefits of a type which are not made available to Tenant but which are provided to another tenant or occupant; (xx) costs incurred due to violation by Landlord or any other tenant of the terms and conditions of any lease; (xxi) any expense for Xxxxxxxx’s advertising and promotional program for the Building; domain; (xxii) renovation of the Building made necessary by the exercise of eminent (xxiii) any cost incurred to Landlord or an affiliate of Landlord for the provision of any goods or services, to the extent such cost exceeds the cost then prevailing in transactions between unrelated parties; (xxiv) ground rent; (xxv) legal fees (except for contesting tax assessments and legal matters associated with governmental authorities relating directly to the real property after certificate of occupancy and/or for personnel matters relating to employees of the Building), or other professional or consulting fees (except such other professional or consulting fees that are directly related to the maintenance, operation or management of the Building); (xxvi) any compensation paid to clerks, attendants or other persons in commercial concessions operating for profit by Landlord or in the parking garage of the Building; (xxvii) increased insurance premiums caused by Landlord’s or any other tenant’s hazardous acts; (xxviii) moving expense costs of tenants of the Building; (xxix) costs incurred to remove or otherwise deal with any environmentally hazardous materials in, upon or under the Building that were caused by Landlord or another tenant in the Building; (xxx) costs incurred for any items to the extent of Landlord’s recovery under a manufacturer’s, materialmen’s, vendor’s or contractor’s warranty; (xxxi) wages, salaries or other compensation or benefits for off-site employees applicable to the time spent working at other buildings (based on an appropriate pro-ration), other than the property manager (provided that with respect to each employee that services the Building and other buildings, a prorated portion of such employee’s salary shall be included in the base cost, as applicable); (xxxii) costs of acquisition of sculpture, paintings, or other objects of art; (xxxiii) the rent or expenses in lieu of rent for any on-site leasing office of Landlord in the Building, or of any other space (except the management office, storage and shop serving the Building) in the Building set aside for storage or other facilities for the benefit of Landlord; (xxxiv) any other expenses for which Xxxxxxxx actually received direct reimbursement from insurance, condemnation awards, warranties, other tenants or any other source; (xxxv) reserves for repairs, maintenance, and replacements; (xxxvi) Landlord’s general overhead expenses; except for the management fee for the Building stated in this Lease; (xxxvii) accounting fees other than those attributable to reviewing and preparing operating statements for the Building; and (xxxviii) costs incurred to achieve compliance with any governmental laws, ordinances, rules, regulations or orders except for those enacted and enforceable after the Lease Commencement Date. (c) Operating Expenses for each calendar year shall be those actually incurred, provided however, that (i) if the Building is not at least one hundred percent (100%) occupied during any calendar year of the Term (including the Base Year) or if Landlord is not supplying services to at least one hundred percent (100%) of the total rentable area of the Building at any time during any calendar year of the Term, actual Operating Expenses for purposes hereof shall, at Landlord’s option, be determined as if the Building had been one hundred percent (100%) occupied and Landlord had been supplying services to one hundred percent (100%) of the rentable area of the Building during such year. Any necessary extrapolation of Operating Expenses under this paragraph shall be performed by adjusting the cost of those components of Operating Expenses that are impacted by changes in the occupancy of the Building to the cost that would have been incurred if the Building had been one hundred percent (100%) occupied and Landlord had been supplying services to one hundred percent (100%) of the rentable area of the Building. For example, if at any time during any calendar year, any part of the Building is leased to a tenant (hereinafter referred to as a "Special Tenant") who, in accordance with the terms of its lease, provides its own utilities, cleaning and janitorial services or other services or is not otherwise required to pay a share of Operating Expenses in accordance with the methodology set forth in this paragraph, and therefore Landlord does not incur the cost of such services, Operating Expenses for such calendar year shall be increased by the additional costs for cleaning and janitorial services and such other applicable expenses as reasonably estimated by Landlord that would have been incurred by Landlord if Landlord had furnished and paid for cleaning and janitorial services and such other services for the space occupied by the Special Tenant, or if Landlord had included such costs in "Operating Expenses", as defined in the DeclarationSpecial Tenant's lease. For purposes hereof, the Initial Operating Expenses are stipulated to be the amount of Operating Expenses actually incurred by Landlord during the Base Year. (d) which Landlord is obligated to pay under In the Declaration. Without duplicating event that the actual Operating Expenses for any amounts payable pursuant to Article 5calendar year during the Term exceed the Initial Operating Expenses set out above, commencing January 1, 2023 and thereafter, Tenant shall pay directly (a) its proportionate share of the actual amount owed, pursuant to increase in Operating Expenses for such year over the Declaration, Initial Operating Expenses. Any increase payable by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in Tenant under this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services provision shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlordadditional rent. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject to the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated Sublessee agrees to pay Sublessor, as "Additional Rent" under the Declaration. Without duplicating any amounts this Sublease, (i) Operating Expenses payable pursuant to Article 5, Tenant shall pay directly (a) Section 6 of the actual amount owed, pursuant Lease applicable to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Sublet Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) Taxes payable pursuant to Section 6 of the failure by Landlord Lease applicable to timely pay any amount due under the DeclarationSublet Premises, (iii) any other default by Landlord Additional Rent payable pursuant to Section 4.1 (b) of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements Lease applicable to the Building Sublet Premises, and (iii) all other charges payable pursuant to the Lease and applicable to the Sublet Premises, which shall be payable in advance each month (pursuant to Sublessor's written estimate of such "Additional Rent" delivered to Sublessee) or in arrears if not billed sooner. Sublessee shall be responsible for paying all utility charges in respect of the Sublet Premises, including without limitation any charges for electricity, gas and HVAC. Sublessee shall also pay to Sublessor, as Additional Rent, all structural repairs or replacements performed charges for any additional services requested by and provided to Sublessee. Any Additional Rent which may be payable to Sublessor shall be apportioned during the year in accordance with Article 13 which the term of this Lease)Sublease commences and during the year in which such term shall end, and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto such that Sublessee shall be equitably pro-rated. Any dispute concerning obligated to pay a proportionate share of such Additional Rent which is attributable to the calculation number of amounts days of their term hereof which are included in the period for which such Additional Rent is payable by Tenant pursuant Sublessor under the Lease. Sublessee shall pay Additional Rent within fifteen (15) days of receipt of a statement therefor from either Sublessor or Landlord. Sublessee's obligations to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 pay Additional Rent during the Sublease Term shall survive the expiration or sooner termination of this LeaseSublease.

Operating Expenses. Section 6.1 Subject 4.2.1 In addition to the remainder Basic Monthly Rent and commencing on the earlier of this Article 6, Landlord shall pay all amounts payable to Tenant's occupancy or the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Commencement Date, Tenant shall pay directly (a) to Landlord monthly tenant's Pro Rata Share of Operating Expenses of the actual Property. Periodically Landlord shall submit to Tenant a statement of the anticipated monthly amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units OwnerTenant's Pro Rata Share of Operating Expenses, and attributable tenant shall pay the same and all subsequent monthly payments concurrently with the payment of Basic Monthly Rent or if no Basic Monthly Rent is due and payable on or before the first day of each month, in advance without adjustment or offset. Tenant shall continue to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default make said monthly payments until notified by Landlord of its obligations under a change thereof. In the Declaration event that a Lender requires Landlord to make monthly or periodic deposits to an account for the payment of Insurance Premiums or Taxes, the amount of such required deposits to an account for the payment of Insurance rather than being due on the date when such Taxes or Insurance Premiums are paid. Each year when available, Landlord shall give Tenant a statement showing the total Operating Expenses and other charges, if any, for the Property actually incurred for the prior calendar year and Tenant's Pro Rata Share thereof. In the event that the term of this Lease does not attributable to begin or end coincident with the calendar year, the statement for such year shall be prorated appropriately. In the event the total of monthly payments which Tenant has made for the prior calendar year shall be less than Tenant's actual Pro Rata Share of Operating Expenses, then Tenant shall pay the difference in a default by or an act or omission lump sum within thirty (30) days after receipt of such statement from Landlord when the final determination is made of Tenant's Pro Rata Share of Operating Expenses, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without even though the Term of this Lease, Tenant’s obligations with respect thereto may have expired or been terminated. Any overpayment made shall be equitably pro-ratedrefunded to Tenant or, at Landlord's option, credited towards the next Basic Monthly Rent payments coming due. Any dispute concerning In the calculation case of amounts payable the year in which the Lease expires or terminates any overpayment will be refunded. In the event of any adjustment by Landlord of the estimated amount of the Operating Expenses, Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive immediately commence paying the expiration or sooner termination of this Leaseadjusted estimated amount.

Operating Expenses. (a) The amount of the Annual Operating Expenses set forth in Section 6.1 Subject 1 above represents Tenant’s Share of the estimated Operating Expenses for the calendar year in which the Term commences. Landlord may adjust such amount from time to time if the estimated Annual Operating Expenses increase or decrease and/or upon the occurrence of a Management Takeover Event (provided, however, that Landlord shall not adjust such estimate more than once in any calendar year (excluding any adjustment that is necessary as a result of the occurrence of a Management Takeover Event)); Landlord may also invoice Tenant separately from time to time for Tenant’s Share of any extraordinary or unanticipated Operating Expenses (to the remainder extent that Tenant would otherwise be obligated to pay such Operating Expenses pursuant to the terms of this Article 6Lease, including the definition of Operating Expenses set forth in the Rider attached hereto). Within one hundred fifty (150) days after (i) the end of the calendar year in which the Operating Expenses were incurred, (ii) the expiration or termination of this Lease or (iii) at Landlord’s option, a sale of the Building, Landlord shall pay all amounts payable provide Tenant with a statement of Operating Expenses (“Statement”) for the preceding calendar year or part thereof detailing the actual Operating Expenses incurred by Landlord in such preceding calendar year or part thereof. Within thirty (30) days after delivery of the Statement to the Board of Managers Tenant, Landlord or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord other the amount of any overpayment or deficiency then due from one to the Board of Managers or to the Verizon Units Ownerother or, and attributable to the Demised Premisesat Landlord’s option, with respect to the Termif applicable, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and Landlord may credit Tenant’s account for any overpayment. (b) If Tenant does not give Landlord notice within sixty (60) days after receiving the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services Statement that Tenant disagrees with such Statement, Tenant shall be deemed to have been paid when incurred by waived the Verizon Units Ownerright to contest such Statement. Occupancy Charges shall be exclusive If Tenant disagrees with the Statement, Tenant shall, pending the resolution of any amount due such dispute, nonetheless pay all of Tenant’s Share of Operating Expenses in accordance with such Statement. Tenant, at Tenant’s expense (except as a result of otherwise expressly set forth below), may audit the Statement under the following conditions: (i) reserves Tenant provides notice of its intent to audit setting forth with specificity the items in dispute within sixty (for working capital, capital improvements or otherwise), but including sums expended from reserves, 60) days after receiving the Statement; (ii) the failure audit is performed by Landlord Tenant or a certified public accountant that has not been retained on a contingency basis or other basis where its compensation relates to timely pay any amount due under the Declaration, cost savings of Tenant; (iii) any other default by the audit is completed no later than sixty (60) days after the date Landlord makes all of its obligations under the Declaration not attributable necessary books and records available to a default by Tenant or an act or omission of Tenant, ’s auditor; (iv) the audit is conducted during normal business hours, at the location where Landlord maintains its books and records, provided, that, Tenant or Tenant’s accountant shall have the right to make copies of Landlord’s records during normal business hours and may then perform such audit at any capital improvements to the Building (including without limitation all structural repairs or replacements performed time and in accordance with Article 13 of this Lease), and any location; (v) any negligent the contents of the books and records of Landlord are kept confidential by Tenant, its auditor and its other professional advisors, other than as required by Laws; and (vi) in the event that Tenant or intentional act its auditor determines that an overpayment is due Tenant, Tenant or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations auditor produces a detailed report addressed to both Landlord and Tenant with respect thereto its calculated conclusions within fifteen (15) days after the completion of the audit. Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s audit. Upon the resolution of such dispute, the amount due Tenant (if any) shall be equitably procredited against future payments of Rent or, if no further Rent is due, paid to Tenant within thirty (30) days after the date of such resolution. Tenant shall be responsible for all costs, expenses and fees incurred in connection with its audit, provided, however, if the parties determine through Tenant’s audit that Tenant has overpaid its Annual Operating Expenses by more than five percent (5%), Landlord shall pay the reasonable third-ratedparty costs of such audit (not to exceed $5,000.00) within thirty (30) days of Tenant’s demand therefor. Any dispute concerning Landlord’s and Tenant’s obligation to pay any overpayment or deficiency due the calculation of amounts payable by Tenant other pursuant to this Article 6 may be referred by either party for resolution by arbitration Section and Tenant’s examination rights set forth in accordance with Article 28. The pro-ration obligations under this Article 6 subsection (b) shall survive the expiration or sooner termination of this Lease. (c) Notwithstanding any other provision of this Lease to the contrary, Landlord may, in its reasonable discretion, determine from time to time the method of computing Operating Expenses. (d) Notwithstanding anything to the contrary set forth herein (but subject to the terms of Section 9 hereof), prior to a Management Takeover Event, Tenant shall be responsible for managing the Premises in a manner consistent with the management of a Class A research and development project and otherwise in accordance with the minimum maintenance specifications attached hereto as Exhibit “H”. Accordingly, prior to a Management Takeover Event, Tenant shall contract directly for, or otherwise perform, all property management services, including, without limitation, maintenance of the HVAC System, Tenant’s Specialized Equipment and Building roof (as further specified in Section 9(a)(ii)), trash collection, security services, snow removal (if applicable), grounds-keeping and landscaping of the Premises (but specifically excluding maintenance of those certain items for which Landlord is responsible pursuant to Section 9(a)(i)), and Tenant shall pay directly all costs, fees, charges and expenses therefor. Prior to a Management Takeover Event, and notwithstanding the definition of “Operating Expenses” set forth in the Rider attached to this Lease, any such services which are performed or contracted for and paid directly by Tenant shall be excluded from Operating Expenses. From and after a Management Takeover Event, such costs, fees, charges and expenses for property management services which Landlord performs (by itself or through an Affiliate or Agent) or for which Landlord contracts directly shall be included in Operating Expenses.

Operating Expenses. (a) The amount of the Annual Operating Expenses set forth in Section 6.1 Subject 1(f) above represents Tenant’s Share of the estimated Operating Expenses for the first full calendar year of the Term. Tenant’s Share of Operating Expenses arising from common services and amenities provided to or for the remainder benefit of the Project will be based on (i) relative land area of the individual parcels comprising the Project for purposes of determining tenants’ relative shares of expenses related to real estate taxes and association fees (or, if no association then exists, expenses of a nature that would typically be covered by association fees), and (ii) relative rentable square footage of the individual buildings from time to time constructed within the Project for all other expense items, in any event allocated by Landlord in an equitable manner among the tenants in the Project. Landlord may adjust such amount no more than once per calendar year if the estimated Annual Operating Expenses for that particular calendar year increase or decrease. Landlord may also invoice Tenant separately no more than once per year for Tenant’s Share of any extraordinary or unanticipated and non‑customary Operating Expenses. By April 30th of each year (and as soon as practical after the expiration or termination of this Article 6Lease or, at Landlord’s option, after a sale of the Property), Landlord shall pay all amounts payable provide Tenant with a statement of Operating Expenses (“Landlord’s Statement”) for the preceding calendar year or part thereof. Within 180 days after delivery of the statement to the Board of Managers Tenant, Landlord or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly to the other party the amount of any overpayment or deficiency then due from one to the other or, at Landlord’s option, Landlord may credit Tenant’s account for any overpayment. Landlord’s and Tenant’s obligation to pay any overpayment or deficiency due the other pursuant to this Section shall survive the expiration or termination of this Lease. Notwithstanding any other provision of this Lease to the contrary, Landlord may, in its reasonable discretion, redetermine no more than once per year the method of computing and allocating Operating Expenses, including the method of allocating Operating Expenses to various types of space within the Building, to reflect any disparate levels of services provided to different types of space, and in such event, Landlord shall provide to Tenant a written explanation documenting the need for any such redetermination. (ab) So long as no monetary Event of Default by Tenant has occurred and remains uncured, Tenant, or its representative, shall have the right, at Tenant’s sole cost and expense, to inspect Landlord’s books and records relating to the Landlord’s Statement for the purpose of verifying the information contained therein (the “Tenant Audit”), provided that (i) Tenant shall have sent notice to Landlord, in writing, no later than one hundred eighty (180) days after Tenant’s receipt of the Landlord’s Statement to be verified, of its desire to conduct the Tenant Audit (the “Audit Notice”), (ii) the actual amount owedAudit Notice identifies with specificity the particular item(s) in the Landlord’s Statement that the Tenant believes is/are incorrect, pursuant and (iii) Tenant has paid all amounts previously charged to Tenant under the DeclarationLandlord’s Statement in full. The Tenant Audit 4 QB\129138.00037\24864053.9 shall be conducted during regular business hours at a location acceptable to Landlord, by Tenant’s personnel and/or an independent firm of certified public accountants that is not being compensated by Tenant on a contingency fee basis. Landlord shall deliver copies of the relevant books and records to the Board of Managers Tenant by courier or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions overnight mail at Tenant’s notice address set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (Lease or such other address as defined Tenant may designate to Landlord in the Declaration) supplied to the Demised Premiseswriting. The charges for Metered Services Tenant Audit shall commence by no later than the 90th day after Landlord’s receipt of the Audit Notice, and shall be completed within ninety (90) days after timely commencement of the Tenant Audit, subject to Landlord’s reasonable cooperation. A copy of the results of the Tenant Audit shall be delivered to Landlord within fifteen (15) days after the completion of the Tenant Audit. If Tenant fails to timely request or commence the Tenant Audit, or the results of the Tenant Audit are not timely delivered to Landlord in strict compliance with this Section, or Tenant fails to strictly follow any of the procedures set forth in this Section, the applicable Landlord’s Statement shall be deemed to have been paid when incurred approved and accepted by the Verizon Units OwnerTenant as correct. Occupancy Charges The Tenant Audit shall be exclusive limited strictly to those items in the then current Landlord’s Statement, and Tenant shall not be entitled to inspect any of Landlord’s books and records that apply to any Landlord’s Statement for a prior period. No subtenant has any right to conduct a Tenant Audit and no assignee shall conduct a Tenant Audit for any period during which such assignee was not in possession of the Premises unless such assignee has agreed in writing to be responsible for any additional Operating Expenses determined to be owed for such prior period. Once having conducted a Tenant Audit with respect to a particular Landlord’s Statement, Tenant shall have no right to conduct another Tenant Audit of the same Landlord’s Statement. Tenant acknowledges and agrees that all records reviewed under this Section 6 constitute confidential information of Landlord, which shall not be disclosed to anyone other than (A) the auditor, accountants, attorneys and other professionals engaged by Tenant and directly involved in the Tenant Audit, (B) the employees of Tenant who have a need to know and who receive the results of the Tenant Audit, (C) any permitted successor, assignee or subtenant of Tenant, and (D) as otherwise may be required by law. In the event that the results of the Tenant Audit reveal that Tenant has overpaid its obligations for a prior period and is due a credit, Landlord shall credit the amount due against Tenant’s next installment(s) of estimated Operating Expense, or provide a refund at Tenant’s discretion. Tenant will not have the right to terminate the Lease on account of an overpayment. In the event that, as a result of (i) reserves (the Tenant Audit, it is ascertained that Tenant has been underbilled for working capitala prior period, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure amount of such underbilling shall be paid by Tenant to Landlord to timely pay any amount due under with Tenant’s next installment of estimated Operating Expenses. In the Declaration, (iii) any other default by Landlord of its obligations under event that the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements Tenant Audit shows that Tenant has overpaid Operating Expenses with respect to the Building Landlord’s Statement in question by five percent (including without limitation all structural repairs 5%) or replacements performed in accordance with Article 13 of this Lease)more, and (v) any negligent or intentional act or omission Landlord shall reimburse Tenant for the reasonable out‑of‑pocket costs incurred by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations Tenant with respect thereto shall be equitably pro-rated. Any dispute concerning to the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this LeaseAudit.

Operating Expenses. Section 6.1 Subject to From and after the Suite C-2 Commencement Date and continuing through the remainder of this Article 6the Suite C-2 Term, Landlord shall pay all amounts payable in addition to the Board of Managers or to Operating Expenses payable by Tenant respecting the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Existing Premises, Tenant shall also pay directly (a) for Tenant's Pro Rata Share of Operating Expenses respecting the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised PremisesSuite C-2 Expansion Space. The charges for Metered Services Such amounts shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed payable in accordance with Article 13 the terms of this the Existing Lease; provided, however, any caps on increases in Operating Expenses respecting the Existing Premises shall not apply to the Suite C-2 Expansion Space. During the Suite C-2 Tenn, Tenant's Pro Rata Share of Operating Expenses (exclusive of Taxes) respecting the Suite C-2 Expansion Space shall not increase by more than 5% per calendar year on a compounding and cumulative basis throughout the Suite C-2 Term (e.g. Tenant's Pro Rata Share of Operating Expenses (other than Taxes) for 2018 shall not exceed 105% of Tenant's Pro Rata Share of Operating Expenses (other than Taxes) for 2017; Tenant's Pro Rata Share of Operating Expenses (other than Taxes) for 2019 shall not exceed I 05% of the maximum allowable amount of Tenant's Pro Rata Share of Operating Expenses (other than Taxes) pennitted for 2018). By way of illustration, if Tenant's Pro Rata Share of Operating Expenses (other than Taxes) respecting the Suite C-2 Expansion Space for 2017 were to be $1.00 per rentable square foot per month, then Tenant's Pro Rata Share of Operating Expenses (other than Taxes) respecting the Suite C-2 Expansion Space for 2018 would not exceed $1.05 per rentable square foot per month, and Tenant's Pro Rata Share of Operating Expenses (vother than Taxes) respecting the Suite C-2 Expansion Space for 2019 would not exceed $1. l 025 per rentable square foot per month. For the avoidance of doubt, nothing contained herein shall limit in any negligent or intentional act or omission by Landlord. Section 6.2 If a bill way Tenant's liability for an amount payable under Section 6.1 relates to periods both within Taxes respecting the Suite C-2 Expansion Space. Landlord and without the Term Tenant acknowledge that for purposes of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts Operating Expenses payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 respecting the Suite C-2 Expansion Space, Tenant's Pro Rata Share shall survive the expiration or sooner termination of this Leaseequal 6.3%.

Operating Expenses. Section 6.1 Subject 2.02 of the Lease, as previously amended, shall be further amended effective on the date of this Modification by adding to the remainder first sentence thereof after the phrase “Fourth Expansion Premises” the phrse “and Fifth Expansion Premises”. In addition, the schedule of this Article 6base years to be used to calculate excess expenses incorporated into the Sixth Modification and Ratification of Lease shall be amended by adding thereto the following: Landlord and Tenant acknowledge that all electricity service to the Fifth Expansion Premises shall be separately metered (with Tenant to install the meter as part of its tenant improvements), Landlord and Tenant shall pay Landlord separately for the cost of all amounts payable to electrical usage within the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the DeclarationFifth Expansion Premises. Without duplicating any amounts payable pursuant to Article 5In addition, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, be solely responsible for any extraordinary costs incurred by Landlord to for repair, maintenance or replacements in or around the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid Fifth Expansion Premises when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as such extraordinary costs are a result of (i) reserves (for working capitalTenant’s specific use of the Fifth Expansion Premises as a data/computing center, capital improvements provided that Landlord shall provide Tenant with notice of any such extraordinary costs promptly upon its identification of such costs in order to provide Tenant with the opportunity to mitigate or otherwise)address such costs, but including sums expended from reservesexcept in the event of an emergency, (ii) the failure by Landlord to timely pay when no such notice shall be required. If during any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term calendar year of this Lease, Tenant’s obligations with respect thereto the occupancy of the Building averages less than one hundred percent (100%), it is agreed that the Operating Expenses that vary depending upon occupancy shall be equitably pro-ratedcomputed as though the Building had been 95% occupied for such calendar year. Any dispute concerning the calculation If Landlord recovers in excess of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination 100% of its Operating Expenses that vary depending upon occupancy during any calendar year of this Lease, Landlord shall credit against Tenant’s next ensuing monthly installment or installments of the rent an amount equal to Tenant’s Proportionate Share of such excess until the credit is exhausted, or if the term of the Lease has expired refund to the Tenant the Tenant’s Proportionate Share of such excess.

Operating Expenses. Section 6.1 Subject to If the remainder of this Article 6, Landlord Operating Expenses for any Comparative Year shall pay all amounts payable to be greater than the Board of Managers or to Operating Expenses for the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Base Year, Tenant shall pay directly (a) to Owner, as Additional Rent for such Comparative Year, in the actual manner hereinafter provided, an amount owed, pursuant equal to the DeclarationPercentage of the excess (the “Expense Payment”). Following the expiration of each Comparative Year, by Landlord Owner shall submit to Tenant a statement setting forth the Board of Managers or to Operating Expenses for the Verizon Units Ownerpreceding Comparative Year, the expenses for the Base Year, and attributable the Expense Payment, if any, due to the Demised Premises, Owner from Tenant for such Comparative Year. If such statement shows an Expense Payment due from Tenant to Owner with respect to the Termpreceding Comparative Year then (i) Tenant shall make payment of any unpaid portion within ten (10) days after receipt of such statement; and (ii) Tenant shall also pay to Owner, as Additional Rent, within ten (10) days after receipt of such statement, an amount equal to the product obtained by multiplying the total Expense Payment for the preceding Comparative Year by a fraction, the denominator of which shall be twelve (12) and the numerator of which shall be the number of months of the current Comparative Year which shall have elapsed prior to the first day of the month immediately following the rendition of such statement; and (iii) Tenant shall also pay to Owner, as Additional Rent, commencing as of the first day of the month immediately following the rendition of such statement and on the first day of each month thereafter until a new statement is rendered, 1/12th of the total Expense Payment for the preceding Comparative Year. The payments required to be made under (ii) and (iii) above shall be credited toward the Expense Payment due from Tenant for the then current Comparative Year, subject to adjustment as and when the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges statement for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred such current Comparative Year is rendered by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject to the remainder of this Article 6Seller and Buyer acknowledge and agree that, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capitalas of the date hereof, capital improvements or otherwise)Buyer, but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due as “Lessee” under the DeclarationTenant Leases, (iii) any other default by Landlord is responsible for the payment or reimbursement of its obligations amounts payable under the Contracts, the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements and certain other amounts related to the Building maintenance and operation of the Property and the entire Pacific Shores Center complex consistent with prior practice between Buyer as “Lessee” and Seller as “Lessor” (including without limitation all structural repairs or replacements performed in accordance with Article 13 by Seller's property manager on behalf of this Leasethe “Lessor”), and (vii) any negligent from and after the Closing Date, Buyer, as owner of the Property, shall continue to be responsible for the payment or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation reimbursement of amounts payable by Tenant under the Contracts and the Declaration (except to the extent Buyer has elected not to assume a Contract). Accordingly, there will be no prorations pursuant to this Article 6 may Agreement for 10 amounts payable under the Contracts, the Declaration and certain other amounts related to the maintenance and operation of the Property and the entire Pacific Shores Center complex. Notwithstanding the foregoing or any termination of the Tenant Leases on or after the Closing Date, Seller and Buyer agree that from and after the Closing the covenants, conditions and provisions of the Tenant Leases and the rights, obligations and liabilities of Buyer, as “Lessee”, and Seller, as “Lessor”, applicable to the payment or reimbursement for amounts payable under the Contracts, the Declaration and certain other amounts related to the maintenance and operation of the Property and the entire Pacific Shores Center complex consistent with prior practice between Buyer as “Lessee” and Seller as “Lessor” (or by Seller's property manager on behalf of the “Lessor”) (including, without limitation, in connection with the reconciliation and true up of such amounts), shall continue to govern and control with respect to all such payments or reimbursements due and payable prior to the Closing Date. Furthermore, Seller acknowledges and agrees that, notwithstanding anything to the contrary in the Tenant Leases or the Declaration, Seller's (or its property manager's) determination (in its capacity as “Lessor” under the Tenant Leases) of operating expenses under the Tenant Leases for calendar year 2010 shall not be referred by either party subject to change or adjustment after the Closing Date, and operating expenses under the Tenant Leases for resolution by arbitration calendar year 2011 shall be calculated in accordance with Article 28substantially the same manner as Seller (or its property manager) calculated operating expenses for calendar year 2010 under the Tenant Leases. The pro-ration obligations under For purposes of this Article 6 Section 6D(3)(d), the aforementioned covenants, conditions and provisions of the Tenant Leases shall survive the expiration or sooner Closing Date and any termination of this Leasethe Tenant Leases.

Operating Expenses. (a) The amount of the Annual Operating Expenses set forth in Section 6.1 Subject 1(h) above represents Tenant’s Share of the estimated Operating Expenses for the calendar year in which the Term commences. Landlord may reasonably adjust such amount from time to time if the remainder estimated Annual Operating Expenses increase or decrease; Landlord may also invoice Tenant separately from time to time for Tenant’s Share of any extraordinary or unanticipated Operating Expenses. By April 30th of each year (and as soon as practical after the expiration or termination of this Article 6Lease or, at Landlord’s option, after a sale of the Property), Landlord shall pay all amounts payable provide Tenant with a reasonably detailed statement of Operating Expenses for the preceding calendar year or part thereof. Within 30 days after delivery of the statement to the Board of Managers Tenant, Landlord or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord other the amount of any overpayment or deficiency then due from one to the Board of Managers or to other or, at Landlord’s option, Landlord may credit Tenant’s account for any overpayment. If Tenant does not give Landlord notice within 60 days after receiving Landlord’s statement that Tenant disagrees with the Verizon Units Ownerstatement and specifying the items and amounts in dispute, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services Tenant shall be deemed to have been paid when incurred by waived the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) right to contest the failure statement and the amounts set forth in good faith by Landlord in such statement shall thereafter be deemed conclusive against Tenant. Landlord’s and Tenant’s obligation to timely pay any amount overpayment or deficiency due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 Section shall survive the expiration or sooner termination of this Lease. Notwithstanding any other provision of this Lease to the contrary, Landlord may, in its reasonable discretion, determine from time to time the method of computing and allocating Operating Expenses, including the method of allocating Operating Expenses to various types of space within the Building to reflect any disparate levels of services provided to different types of space. If the Building is not at least 95% occupied during any period, Landlord may make a reasonable adjustment based on occupancy in computing the Operating Expenses for such period of expenses that vary based on the level of occupancy of the Building, so that Operating Expenses are computed as though the Building had been 95% occupied. (b) Upon request of Tenant, and not more than once in any twelve (12) month period, Landlord shall make its records relating to Operating Expenses for the immediately preceding calendar year available to Tenant for review. The right to such review shall be conditional upon the following: (a) no Event of Default by Tenant has occurred; (b) Tenant shall be current in the payment of all Operating Expenses; (c) Tenant must provide Landlord at least thirty (30) days advance notice of its desire to review such information, and Landlord shall make the same available to Tenant at Landlord’s offices during regular business hours; (d) such review shall be at Tenant’s sole cost and expense; (e) Landlord shall not be obligated to provide any documentation other than that maintained by Landlord in the ordinary course of its business; (f) such review may not be conducted on a contingency basis and must be conducted by a certified public accountant; (g) Tenant shall provide a copy of the results of such review to Landlord, and Landlord may conduct an independent review of the same; (h) Tenant shall hold all of the results of such review confidential and shall not disclose the same to any other party; (i) the party performing the review on behalf of Tenant may not have performed such review for any other tenant of the Building, and may not solicit audit business for any other tenant in the Building concurrently with or following such review for Tenant (j) no assignee or transferee of Tenant shall have the right to conduct an audit for any period prior to the effective date of such assignment or transfer; and (k) no subtenant shall have any right to conduct an audit. If Landlord and Tenant determine that Operating Expenses for the year in question were overpaid by Tenant then Landlord shall provide Tenant with a credit against the next installment(s) of Rent in the amount of such overpayment. Likewise, if Landlord and Tenant determine that Operating Expenses for the year in question are more than what was paid by Tenant then Tenant shall pay Landlord the amount of such underpayment within thirty (30) days.

Operating Expenses. Section 6.1 Subject (a) Tenant shall pay to Landlord, as additional rent, "Building Costs" and "Property Taxes," as those terms are defined below, incurred by Landlord in the operation of the Building. For convenience of reference, Property Taxes and Building Costs shall be referred to collectively as "Operating Expenses". (b) Commencing prior to the remainder start of this Article 6the first full "Expense Recovery Period" (as defined below) of the Lease, and prior to the start of each full or partial Expense Recovery Period thereafter, Landlord shall give Tenant a written estimate of the amount of Operating Expenses for the Expense Recovery Period. Tenant shall pay all the estimated amounts payable to Landlord in equal monthly installments, in advance, with Basic Rent. If Landlord has not furnished its written estimate for any Expense Recovery Period by the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5time set forth above, Tenant shall continue to pay directly cost reimbursements at the rates established for the prior Expense Recovery Period, if any; provided that when the new estimate is delivered to Tenant, Tenant shall, at the next monthly payment date, pay any accrued cost reimbursements based upon the new estimate. For purposes hereof, "Expense Recovery Period" shall mean every twelve month period during the Term (aor portion thereof for the first and last lease years) commencing July 1 and ending June 30. Estimates of Operating Expenses payable by Tenant during each Expense Recovery Period shall not be greater than one hundred ten percent (110%) of actual Operating Expenses for the immediately preceding Expense Recovery Period unless, in Landlord's reasonable estimation, it is expected that actual amount owed, pursuant Operating Expenses for the Expense Recovery Period in question will be greater than one hundred ten percent (110%) of actual Operating Expenses for the immediately preceding Expense Recovery Period. The foregoing limitation on estimated payments of Operating Expenses shall in no way limit Tenant's obligation to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth pay actual Operating Expenses as provided in this Section 6.1 (“Occupancy Charges”) and (b) 4.2, it being the charges for Metered Services (as defined in intent of the Declaration) supplied to the Demised Premises. The charges for Metered Services parties that Tenant shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of fully responsible for actual Operating Expenses (i) reserves (for working capital, capital improvements whether or otherwisenot Tenant's estimated payments are xxxx or less than actual Operating Expenses), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject The parties intend that, subject only to the remainder specific exceptions set forth in this Lease, this Lease be absolutely net to Landlord. Accordingly, in addition to Base Rent, Tenant shall pay, as Additional Rent, Tenant's Share of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner Operating Expenses (as defined in Section 4.2(e)(iii) and 4.2(e)(i), respectively), for each calendar year of the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable Term, pursuant to Article 5the following terms and conditions: (a) As soon as reasonably practicable after the Commencement Date and the commencement of each subsequent calendar year during the Term, Landlord shall provide to Tenant a good faith estimate of Tenant's Share of Operating Expenses with respect to the calendar year in question (the “Estimated Amount”). (b) Tenant shall pay the Estimated Amount to Landlord in equal monthly installments with each monthly payment of Base Rent. If the Estimated Amount has not yet been determined for any calendar year, Tenant shall pay directly (a) the actual amount owed, pursuant monthly installment of the Estimated Amount for the preceding calendar year until the Estimated Amount for the current calendar year has been provided to the Declaration, by Landlord to the Board of Managers or to the Verizon Units OwnerTenant, and attributable to thereafter make each monthly installment payment in accordance with the Demised Premisescurrent Estimated Amount. (c) Within sixty (60) days following the end of each calendar year of the Term (or within sixty (60) days following the Expiration Date, with respect to the Termyear in which this Lease expires), subject Landlord shall determine, and provide to Tenant a reasonably detailed statement (the “Statement”) setting forth, the actual amount of Operating Expenses for such calendar year (or portion thereof, with respect to the exclusions set forth in this Section 6.1 final calendar year, if the Expiration Date is other than December 31). If Tenant's Share of actual Operating Expenses exceeds the sum of Tenant’s monthly estimated payments for such calendar year, Tenant shall pay the difference to Landlord, within thirty (“Occupancy Charges”30) and (b) days following receipt of such Statement. If the charges for Metered Services (sum of such monthly estimated payments paid by Tenant exceeds Tenant's Share of actual Operating Expenses, the difference shall be applied as defined in a credit to future monthly estimated payments of Tenant's Share of Operating Expenses, except that any such credit due to Tenant after the Declaration) supplied Expiration Date shall be delivered to the Demised PremisesTenant along with such Statement. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive failure of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay furnish the Statement or any amount due statement required under Section 4.2(b) for any calendar year shall not prejudice Landlord from enforcing its rights under this Section 4.2., unless Landlord has not delivered the DeclarationStatement within twelve (12) months after the expiration of any calendar year; provided, however, Landlord shall have the right to amend any Statement after Landlord’s delivery thereof, regardless of such twelve (iii12) any other default by month period, if Landlord receives additional tax bills relating to such calendar year after Landlord’s delivery of its obligations under the Declaration not attributable to a default by or an act or omission Statement, provided Landlord amends the Statement within three (3) months of Tenant, (iv) any capital improvements to Landlord’s receipt of the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 additional tax bills. The provisions of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 4.2 shall survive the expiration or sooner earlier termination of this Lease. (d) Landlord shall keep at its home office in the County of San Diego, full, accurate and separate books of account with back up documentation of Operating Expenses for a period of three (3) years after the end of each calendar year. Within ninety (90) days after Tenant’s receipt of a Statement (the “Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not compensated on a contingency fee basis) designated by Tenant and reasonably approved by Landlord (“Approved Auditor”), may, after fifteen (15) days written notice to Landlord and at reasonable times, inspect Landlord’s records pertaining to Landlord’s calculation of Tenant’s Share of Operating Expenses at Landlord’s offices in San Diego County, provided that Tenant is not then in Default (as defined in Section 15.1) and provided further that Tenant and such employees or accountant shall execute a commercially reasonable confidentiality agreement agreeing to keep all information contained in Landlord’s records, as well as the results of Tenant’s review and the certification described below, in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. Tenant’s failure to audit Landlord’s records with respect to the amounts set forth in any Statement within the Review Period shall be deemed to be Tenant’s approval of such Statement and waiver of the right or ability to dispute the amounts set forth in such Statement. If an Approved Auditor finds that the Operating Expenses for the calendar year are less than reported, Landlord shall reimburse Tenant the amount of the overpayment within thirty (30) days of such determination by the Approved Auditor. If Landlord has overbilled Tenant by more than five percent (5%), Landlord shall also reimburse Tenant for its reasonable, out-of-pocket audit expenses in an amount not to exceed $2,500.00. Likewise, if Landlord and Tenant determine that Operating Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days following such determination.

Operating Expenses. Section 6.1 Subject to Commencing on the remainder of this Article 6Expense Commencement Date and continuing during the Sublease Term, Landlord Sublessee shall pay all amounts payable Operating Expenses in the manner described in Section 4.1 of the Master Lease to the Board of Managers or extent the same relate to the Verizon Units Owner Premises (as defined excluding the Parking Deck, which shall be handled in accordance with the DeclarationParking Lease and Section 1.3 above) which Landlord is obligated and to pay under periods from and after the DeclarationExpense Commencement Date. Without duplicating any amounts payable pursuant On or before the Expense Commencement Date, Sublessor shall provide to Article 5Sublessee a summary of Operating Expenses incurred by Sublessor for the twelve (12) months preceding the Expense Commencement Date (in reasonable detail, Tenant including payee amounts, names and contact information). Sublessee shall pay directly (a) the actual amount owed, pursuant forward to Sublessor all invoices received by Sublessee for Operating Expenses attributable to periods prior to the DeclarationExpense Commencement Date promptly after receipt thereof, by Landlord and Sublessor shall either pay all Operating Expenses attributable in whole or in part to periods prior to the Board Expense Commencement Date directly, or reimburse Sublessee for any such Operating Expenses paid by Sublessee within thirty (30) days of Managers or receipt of an invoice for same, and reasonable evidence as to the Verizon Units OwnerOperating Expense incurred, provided such Operating Expenses are reasonable and attributable customary for buildings similar to the Demised Premises, Building and consistent with prior practices with respect to the Term, subject to Building. In the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges event that Sublessor receives any invoice for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not Operating Expenses attributable to a default by periods on or an act or omission of Tenantafter the Expense Commencement Date, (iv) any capital improvements Sublessor shall forward the same promptly to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by LandlordSublessee. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject Beginning as of January 1, 2004, in addition to the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Fixed Minimum Rent, Tenant shall pay directly to Landlord Tenant’s Percentage (aas such term is hereinafter defined) of the actual amount owed, pursuant to increase in Operating Expenses (as such term is hereinafter defined) paid in any calendar year occurring during the Declaration, by Landlord to term of the Board Lease which is in excess of Managers or to the Verizon Units Owner, and attributable to greater of (i) $7.25 per rentable square foot contained in the Demised Premises, with respect to Premises (the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy ChargesProforma Operating Expenses”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure actual Operating Expenses paid in Calendar Year 2003 (the “Base Year”). As used herein, “Tenant’s Percentage” shall mean the percentage of the net rentable area of the Building that the net rentable area of the Premises comprises, which percentage as of the Commencement Date is fifty percent (50%). The Operating Expenses for the Base Year and all subsequent years shall assume a ninety-five percent (95%) occupancy for the Building. Tenant agrees to pay its share of the increase in Operating Expenses over the Base Year, as additional rent, in monthly payments in advance during the term of this Lease as may be reasonably estimated by Landlord. Within thirty (30) days of the end of each calendar year, Landlord to timely shall advise Tenant of Tenant’s share of the Operating Expenses payable for such year as computed in good faith, without duplication, by Landlord. If there shall have been an underpayment by Tenant, Tenant shall forthwith pay any amount the difference, and if there shall be an overpayment by Tenant, Tenant shall be given a credit towards the next due under the Declaration, (iiipayment(s) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission share of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-ratedOperating Expenses. Any dispute concerning the calculation of amounts Operating Expenses payable by Tenant pursuant during the first Renewal Term shall continue to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28use the same Base Year. The pro-ration obligations under this Article 6 Base Year for the second Renewal Term shall survive be the expiration or sooner termination first complete calendar year of this Leasethe second Renewal Term.

Operating Expenses. Section 6.1 Subject to (a) Throughout the remainder of this Article 6Term, Landlord Tenant shall pay all amounts payable to on a monthly basis, without demand, as Additional Rent for the Board Premises, Tenant's Proportionate Share of Managers or to the Verizon Units Owner Operating Expenses (as defined in SECTION 4.01(b) hereof). Such payments shall be made as follows: (1) Prior to the Declaration) which Commencement Date and on the first day of January of each year during the Term, or as soon thereafter as is practicable, Landlord is obligated to pay under shall furnish Tenant with Landlord's estimate of the DeclarationOperating Expenses for the forthcoming year. Without duplicating any amounts payable pursuant to Article 5On the first day of each month during such year, Tenant shall pay directly one-twelfth (a1/12th) of Tenant's Proportionate Share of the estimated Operating Expenses for such year. If for any reason Landlord has not provided Tenant with Landlord's Operating Expenses estimate on or before the first day of January of any year during the Term, then, until the first day of the calendar month following the month in which Tenant is given Landlord's estimate of Operating Expenses, Tenant shall continue to pay to Landlord on the first day of each calendar month the monthly sum payable by Tenant under this SECTION 4.01 for the month of December of the preceding year. (2) On the first day of April of each year during the Term, or as soon thereafter as reasonably practical, Landlord shall furnish to Tenant a statement of the actual amount owedOperating Expenses for the preceding year. Within thirty (30) days after the delivery of that statement, a lump sum payment will be made by Tenant equal to the amount, if any, by which Tenant's Proportionate Share of the actual Operating Expenses exceeds the amount, if any, which Tenant has paid toward the estimated Operating Expenses pursuant to SECTION 4.01(a)(1) above. If Tenant's Proportionate Share of the Declarationactual Operating Expenses is less than the amount Tenant has paid toward the estimated Operating Expenses pursuant to SECTION 4.01(a)(1) above, Landlord shall apply such amount to the next accruing installments of Rent due hereunder. The foregoing notwithstanding, Landlord shall have the right from time to time during any year, but not more frequently than twice in any calendar year, to notify Tenant in writing of any change in Landlord's estimate of Operating Expenses for the then current year, in which event Tenant's Proportionate Share of Operating Expenses, as previously estimated, shall be adjusted to reflect the amount shown in such notice and shall be effective, and due from Tenant, on the first day of each month following Landlord's giving of such notice. Landlord also shall have the right to xxxx Tenant for understatements in Operating Expenses charged to Tenant for only the immediately preceding two (2) calendar years and Tenant shall reimburse Landlord for such understated charges within thirty (30) days after receipt of an invoice from Landlord. The effect of this SECTION 4.01(a) is that Tenant will pay during each year during the Term Tenant's Proportionate Share of actual Operating Expenses. (3) If the Commencement Date occurs on a date other than the first day of January, or if the Term ends on a date other than the last day of December, the actual Operating C-3 Initials: _____ (Landlord) _____ (Tenant) Expenses for the year in which the Commencement Date or the Expiration Date occurs, as the case may be, shall be prorated so that Tenant shall pay that portion of Tenant's Proportionate Share of Operating Expenses for such year represented by a fraction, the numerator of which shall be the number of days during such fractional year falling within the Term, and the denominator of which is 365 (or 366, in the case of a leap year). The provisions of this SECTION 4.01 shall survive the Expiration Date or any sooner termination provided for in this Lease. (b) As used in this Lease, "OPERATING EXPENSES" means all expenses, costs, and disbursements of every kind which Landlord incurs, pays or becomes obligated to pay in connection with the operation, repair, and maintenance of the Building, which cost shall include all expenditures by Landlord to maintain all facilities in operation at the Board beginning of Managers the term and such additional facilities installed in subsequent years as Landlord may consider necessary or beneficial for the operation of the Building in a first class manner. All Operating Expenses shall be determined according to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 generally accepted accounting principles (“Occupancy Charges”which shall be consistently applied) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise)include, but including sums expended from reservesare not limited to, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.following:

Operating Expenses. Section 6.1 Subject to (a) Throughout the remainder of this Article 6Term, Landlord Tenant shall pay all amounts payable to on a monthly basis, without demand, as Additional Rent for the Board Premises, Tenant's Proportionate Share of Managers or to the Verizon Units Owner Operating Expenses (as defined in Section 4.01 (b) hereof) of the DeclarationBuilding. Such ---------------- payments shall be made as follows: (1) which Prior to the Commencement Date and on the first day of January of each year during the Tenn. or as soon thereafter as is practicable, Landlord is obligated to pay under Shall furnish Tenant with Landlord's estimate of the Declaration. Without duplicating any amounts payable pursuant to Article 5Operating Expenses for the forthcoming year, On the first day of each month during such year, Tenant shall pay directly one-twelfth (a1/12/th/) of Tenants Proportionate Share of the actual amount owedestimated Operating Expenses for such year. If for any reason Landlord has not provided Tenant with Landlord's Operating Expenses estimate on or before the first day of January of any year during the Term (or by the Commencement Date, pursuant as the case may be), then., until the first day of the calendar month following the month in which Tenant is given Landlords estimate of Operating Expenses, Tenant shall continue to pay to Landlord on the Declaration, first day of each calendar month the monthly sum payable by Landlord to Tenant under this Section 4.01 for the Board month of Managers or to ------------ December of the Verizon Units Owner, and attributable to preceding year. (2) On the Demised Premises, with respect to first day of March of each year during the Term, subject or as soon thereafter as reasonably practical but in no event later than the first day of June of each year, Landlord shall furnish to Tenant a statement of the actual Operating Expenses for the preceding year (the "Operating Expense ----------------- Statement") audited by Beers & Xxxxxx or another reputable firm that has at --------- least 10 years experience with audits for office buildings and is reasonably approved by Tenant within ten (10) days after Landlord notifies Tenant which auditor Landlord intends to employ for such audit ("Auditor"). Within thirty ------- (30) days after the delivery of the Operating Expense Statement, a lump sum payment will be made by Tenant equal to the exclusions set forth amount, if any, by which Tenant's Proportionate Share of the actual Operating Expenses exceeds the amount, if arty, which Tenant has paid toward the estimated Operating Expenses pursuant to Section 4.01(a)(1) above. If Tenant's Proportionate Share of the actual ------------------ Operating Expenses is less than the amount Tenant has paid toward the estimated Operating Expenses pursuant to Section 4.01(a)(1) above, Landlord shall apply ------------------ such amount to the next accruing installments of Rent due hereunder or, in the event that the Term has expired or been earlier terminated Landlord shall reimburse Tenant for the overpayment within 30 days after delivery of the statement. The foregoing notwithstanding, Landlord shall have the right from time to time during any year, but not more frequently than twice in any calendar year, to notify Tenant in writing of any change in Landlord's estimate. of Operating Expenses for the then current year, in which event Tenant's Proportionate Share of Operating Expenses, as previously estimated, shall be adjusted to reflect the amount shown in such notice and shall be effective, and due from Tenant, on the first day of each month following Landlord's giving of such notice. The effect of this Section 6.1 (“Occupancy Charges”4.01(a) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely is that Tenant will pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without during --------------- each year during the Term Tenant's Proportionate Share of this Lease, actual Operating Expenses. Tenant’s 's and Landlord's obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 hereunder shall survive the expiration or sooner earlier termination of this Lease. (3) If the Commencement Date occurs on a date other than the first day of January, or if the Term ends on a date other than the last day of December, the actual Operating Expenses for the year in which the Commencement Date or the Expiration Date occurs, as the case may be, shall be prorated so that Tenant shall pay that portion of Tenant's Proportionate Share of Operating Expenses for such year represented by a fraction, the numerator of which shall be the number of days during such fractional year filling within the Term, and the denominator of which is 365 (or 366, in the case of a leap year ). The provisions of this Section 4.01 shall survive the Expiration Date or any sooner ------------ termination provided for in this Lease. (b) As used in this Lease, "Operating Expenses" means all expenses, ------------------ costs, and disbursements of every kind which Landlord incurs, pays or becomes obligated to pay in connection with the operation, repair, and maintenance of the Building and the Land (provided that Landlord shall allocate between the Building and Fair Lakes South expenses associated with the maintenance of the Land based on the square footage of each building), which costs shall include all expenditures by Landlord to maintain all facilities in operation at the beginning of the Term and such additional facilities installed in subsequent years as Landlord reasonably may consider necessary or beneficial for the operation. of the Building. All Operating Expenses shall be determined according to generally accepted accounting principles (which shall be consistently applied) and shall include. but are not limited to, the following:

Operating Expenses. Section 6.1 Subject Prior to the remainder commencement of this Article 6each Operating Year or as soon thereafter as is reasonably possible, Landlord will furnish to Tenant as estimate of the Operating Expenses for such Operating Year and if the same shall pay all amounts be in excess of the Base Operating Expenses, the installments of rent payable hereunder in respect of each month of such Operating Year shall be increased by way of Additional Rent by an amount equal to one-twelfth (1/12) of two percent (2%) of such excess and Tenant shall make payment thereof to Landlord accordingly ("Tenant's Estimated Share"). After the Board end of Managers or each Operating Year, the Landlord shall furnish to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant a statement of Landlord's actual Operating Expenses for such Operating Year and Tenant shall pay directly to Landlord an amount equal to two percent (a2%) of the actual excess of such Operating Expenses over the Base Operating Expenses ("Tenant's Actual Share"). If Tenant's Actual Share is greater than the amount owedpaid by Tenant to Landlord as Tenant's Estimated Share, pursuant then Tenant shall pay this difference to Landlord within fourteen (14) days after delivery of such statement. If Tenant's Actual Share is less than the Declarationamount paid by Tenant to Landlord as Tenant's Estimated Share, by then Landlord shall refund the excess to the Board Tenant within fourteen (14) days after delivery of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlordsuch statement. Section 6.2 2.01. If a bill for this Lease shall terminate other than on the expiry of an Operating Year in any Operating Year, then in computing the amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant under this Article for the period from the commencement of the Operating Year in which the Lease terminates until the date of termination, the Base Operating Expenses shall be deducted from the Operating Expenses for such Operating Year and Tenant shall pay one-three hundred sixty-fifth (1/365) of two percent (2%) for each day of such Operating Year during which this Lease shall have been in full force and effect. The obligations of the parties hereto to adjust sums owed pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of the term of this LeaseLease Failure of Landlord to furnish a statement of actual Operating Expenses or to give notice of an adjustment to Annual Rent under this Article in a timely manner shall not prejudice or act as a waiver of Landlord's right to furnish such statement or give such notice at a subsequent time or to collect any adjustments to the Base Rent for any preceding period.

Operating Expenses. 5.1 LESSEE shall pa y to LESSOR, as Additional Rent, LESSEE’S Proportionate Share of the amount by which LESSOR’S Operating Expenses for any calendar year during the Term exceeds the Base Operating Expenses. LESSEE’S Proportionate Share of LESSOR’S Operating Expenses for less than a calendar year shall be prorated and apportioned. 5.2 On or about January 1, 2013, and thereafter within ninety (90) days following the first day of each succeeding calendar year within the Term, LESSOR shall determine or estimate the amount by which LESSOR’S Operating Expenses for the calendar year in question will exceed the Base Operating Expenses (“LESSOR’S Estimated Operating Expenses”) and shall submit such information to LESSEE in a written statement (“LESSOR’S Expense Statement”) 5.3 Commencing on the first Basic Rent Payment Date following the submission of any LESSOR’S Expense Statement and continuing thereafter on each successive Basic Rent Payment Date until LESSOR renders the next LESSOR’S Expense Statement, LESSEE shall pay to LESSOR on account of its obligation under Section 6.1 Subject 5.1 of this Lease, a sum (the “Monthly Expense Payment”) equal to one-twelfth (1/12) of LESSEE’S Proportionate Share of LESSOR’S Estimated Operating Expenses for such calendar year. LESSEE’S first Monthly Expense Payment after receipt of LESSOR’S Expense Statement shall be accompanied by the payment of an amount equal to the remainder product of the number of full months, if any, within the calendar year which shall have elapsed prior to such first Monthly Expense Payment, times the Monthly Expense Payment; minus any Additional Rent already paid by LESSEE on account of its obligation under Section 5.1 of this Article 6Lease for such calendar year. 5.4 Each LESSOR’S Expense Statement shall reconcile the payments made by LESSEE pursuant to the preceding LESSOR’S Expense Statement with LESSEE’S Proportionate Share of LESSOR’S Operating Expenses for the period covered thereby. Any balance due to LESSOR shall be paid by LESSEE within thirty (30) days after LESSEE’S receipt of LESSOR’S Expense Statement; any surplus due to LESSEE shall be applied by LESSOR against the next accruing monthly installment(s) of Additional Rent due under this Article. If the Term has expired or has been terminated, Landlord LESSEE shall pay all amounts payable the balance due to LESSOR or, alternatively, LESSOR shall refund the surplus to LESSEE, whichever the case may be, within thirty (30) days after LESSEE’S receipt of LESSOR’S Expense Statement; provided, however, if the Term shall have been terminated as a result of a default by LESSEE, then LESSOR shall have the right to retain such surplus to the Board extent LESSEE owes LESSOR any Basic Rent or Additional Rent. 5.5 LESSEE or its representative shall have the right to examine LESSOR’S books and records with respect to the reconciliation of Managers LESSOR’S Operating Expenses for the prior calendar year set forth in LESSOR’S Expense Statement during normal business hours at any time within thirty (30) days following the delivery by LESSOR to LESSEE of such LESSOR’S Expense Statement. Unless LESSEE shall give LESSOR a notice objecting to said reconciliation and specifying the respects in which said reconciliation is claimed to be incorrect within fifteen (15) days after its examination of LESSOR’S books and records, said reconciliation shall be considered as final and accepted by LESSEE. Notwithstanding anything to the contrary contained in this Article, LESSEE shall not be permitted to examine LESSOR’S books and records or to dispute said reconciliation unless LESSEE has paid to LESSOR the Verizon Units Owner (amount due as defined shown on LESSOR’S Expense Statement; said payment is a condition precedent to said examination and/or dispute. 5.6 In no event shall any adjustment in LESSEE’S obligation to pay Additional Rent under this Article 5 result in a decrease in the Declaration) which Landlord is obligated Basic Rent payable hereunder. LESSEE’S obligation to pay under the Declaration. Without duplicating Additional Rent, and LESSOR’S obligation to credit and/or refund to LESSEE any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owedamount, pursuant to the Declarationprovisions of this Article 5, shall survive the Termination Date. 5.7 If any tenant in the Building for any reason shall not be provided all services generally provided by Landlord LESSOR to other tenants of the Board Building, then for purposes of Managers or determining LESSOR’S Operating Expenses, LESSOR shall reasonably estimate what LESSOR’S Operating Expenses would have been had such service been provided to all tenants. 5.8 LESSEE shall also pay to LESSOR, as Additional Rent, upon demand, the Verizon Units Owner, and amount of any increase in LESSOR’S Operating Expenses which is attributable to LESSEE’S use or manner of use of the Demised Premises, with respect to activities conducted on or about the TermDemised Premises by LESSEE or on behalf of LESSEE or to any additions, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied improvements or alterations to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default Premises made by or an act or omission on behalf of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by LandlordLESSEE. 5.9 The provisions of Section 6.2 If a bill for an amount payable under Section 6.1 relates 29.3 shall apply to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this LeaseLESSOR’S Expense Statement.

Operating Expenses. Section 6.1 Subject If the Operating Expenses for any calendar year during this Lease term (including the year in which this Lease expires or is otherwise terminated), commencing with the calendar year 1996, have increased over the Operating Expenses for the calendar year 1995 (the "Base Year"), then within fifteen (15) days after Landlord furnishes Tenant with an Escalation Statement relating to such calendar year Tenant shall, in the case of an increase, pay to Landlord as additional rent for such calendar year an amount equal to the remainder product obtained by multiplying such increase by Tenant's Share. Landlord may, at or after the start of this Article 6any calendar year, Landlord shall pay all amounts payable subsequent to the Board calendar year 1995, notify Tenant of Managers or the amount which Landlord estimates will be Tenant's monthly share of any such increase in Operating Expenses for such calendar year over the Base Year and the amount thereof shall be added to the Verizon Units Owner monthly fixed rent payments required to be made by Tenant in such year. If Tenant's Share of any such increase in rent payable hereunder as shown on the Escalation Statement is greater or less than the total amounts actually billed to and paid by Tenant during the year covered by such statement, then within thirty (as defined in the Declaration30) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5days thereafter, Tenant shall pay directly (a) the actual amount owedin cash any sums owed Landlord or, pursuant if applicable, Tenant shall receive a credit against any rental next accruing for any sum owed Tenant. Notwithstanding anything to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth contrary in this Section 6.1 3.2 of the Lease, if, in any calendar year following the Base Year (“Occupancy Charges”) and a "Subsequent Year"), a new item of expense (b) the charges for Metered Services (as defined e.g. earthquake insurance, concierge), is included in Operating Expenses which was not included in the Declaration) supplied Base Year Operating Expenses, then the cost of such new item shall be added to the Demised Premises. The charges Base Year Operating Expenses for Metered Services shall be deemed to have been paid when incurred by purposes of determining the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount additional rent payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party Section 3.2 for resolution by arbitration in accordance with Article 28such Subsequent Year. The pro-ration obligations under same amount shall continue to be included in Base Year Operating Expenses for each Subsequent Year thereafter such that the additional charges for such Subsequent Year shall include the increase in the cost of such new item over the first Subsequent Year in which it appeared as an Operating Expense provided, however, that if in any Subsequent Year thereafter such new item is not included in Operating Expenses, no such addition shall be made to Base Year Operating Expenses. Conversely, if, in any Subsequent Year, an item of expense as determined by Landlord in its sole discretion is no longer included in Operating Expenses that was included the Base Year Operating Expenses, then the cost of such item shall be deleted from the Base Year Operating Expenses for purposes of determining the additional rent payable pursuant to this Article 6 Section 3.2 for such Subsequent Year. The same amount shall survive continue to be deleted from the expiration or sooner termination of this LeaseBase Year Operating Expenses for each Subsequent Year thereafter that the item is not included provided, however, that if such item is again included in any Subsequent Year, then the item shall be added back to the Base Year Operating Expenses.

Operating Expenses. Section 6.1 Subject 3.3.1 Commencing on the Commencement Date for each of Powered Shell-A and the Server Room, Powered Shell-C, and Powered Shell-B and the Operational Space, Tenant shall be obligated to pay to Landlord as Additional Rent an amount equal to Operating Expenses (Actual) for such component of the Building. 3.3.2 No later than sixty (60) days prior to the remainder date that Landlord reasonably anticipates the Commencement Date to occur, Landlord shall provide to Tenant a statement of this Article 6the Operating Expenses (Projected) for the period commencing on the Commencement Date and ending on the last day of the calendar year in which the Commencement Date occurs. In addition, no later than sixty (60) days before the beginning of each calendar year thereafter, Landlord shall provide to Tenant a statement of the Operating Expenses (Projected) for the immediately following calendar year. Such initial statement of the Operating Expenses (Projected) and each subsequent statement of the Operating Expenses (Projected) are referred to herein as the “Operating Expenses Budget”. Each Operating Expenses Budget shall be subject to Tenant’s approval, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, it shall be unreasonable for Tenant to withhold its approval of any proposed Operating Expenses Budget unless Tenant is able to demonstrate and reasonably justify an alternative budget that will result in fifteen (15%) or more in annual savings as compared to the proposed Operating Expenses Budget. 3.3.3 Tenant shall pay each Projected Operating Expenses Installment to Landlord the first day of each month during the Term of the Lease. Until Tenant has received the statement of the Operating Expenses (Projected) from Landlord, Tenant shall continue to pay Projected Operating Expenses Installments to Landlord in the same amount (if any) as required for the last month of the prior calendar year. Upon Xxxxxx’s receipt of such statement of the Operating Expenses (Projected), Tenant shall pay to Landlord, or Landlord shall pay to Tenant (whichever is appropriate), the difference between the amount paid by Xxxxxx as Projected Operating Expenses Installments prior to receiving such statement and the amount payable by Tenant therefor as set forth in such statement. Landlord shall provide Tenant a statement on or before May 15 after the end of each calendar year, showing Operating Expenses (Actual) as compared to the Operating Expenses (Projected) for such calendar year. If the Operating Expenses (Actual) for such calendar year exceeds the aggregate of the Projected Operating Expenses Installments collected by Landlord from Tenant, Tenant shall pay to Landlord, within thirty (30) days following Xxxxxx’s receipt of such statement, the amount of such excess. However, if the Operating Expenses (Actual) for such calendar year is less than the aggregate of Projected Operating Expenses Installments collected by Landlord from Tenant, Landlord shall pay all amounts payable to Tenant, within thirty (30) days following Xxxxxx’s receipt of such statement, the amount of such excess. Landlord shall have the right from time to time during each calendar year to propose an update to the Board of Managers or Operating Expenses (Projected) and provide Tenant with a revised statement thereof, which proposed update shall be subject to the Verizon Units Owner (as defined Tenant’s approval rights set forth in the Declaration) which Landlord is obligated to pay under the DeclarationSection 3.3.2 above. Without duplicating any amounts payable pursuant to Article 5Thereafter, Tenant shall pay directly Projected Operating Expenses Installments on the basis of the revised statement. If the Commencement Date is not the first day of a calendar year, or the expiration or earlier termination date of this Lease is not the last day of a calendar year, the Operating Expenses (aActual) shall be prorated. The foregoing adjustment provisions shall survive the actual amount owedexpiration or termination of the Term of this Lease. 3.3.4 Landlord agrees to keep books and records reflecting the Operating Expenses of the Property in accordance with generally accepted accounting principles. Tenant, pursuant at its expense, shall have the right, once per year, within twelve (12) months after receiving Landlord’s statement of Operating Expenses (Actual) for a particular year, to audit Landlord’s books and records relating to the Declaration, by Operating Expenses as the case may be for such year. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the Board statement of Managers or to the Verizon Units OwnerOperating Expenses (Actual), and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services Tenant shall be deemed to have been paid when incurred by the Verizon Units Ownerapproved such statement in all respects. Occupancy Charges Such audit shall be exclusive conducted by an independent, nationally recognized accounting firm. For the avoidance of doubt, any all information obtained through the Tenant’s audit with respect to financial matters and any other matters pertaining to 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 subject to the provisions of Section 17.19 hereof. Notwithstanding the foregoing, if the amount due as a result of Operating Expenses (iActual) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure set forth in Landlord’s statement is determined by Xxxxxx’s audit to have been overstated by Landlord to timely pay any amount due under by more than [***], Landlord shall reimburse Tenant for such overcharge and the Declarationcommercially reasonable, (iii) any other default by Landlord out of its obligations under the Declaration not attributable to a default by pocket hourly or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), flat fee costs and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable expenses paid by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance connection with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this LeaseXxxxxx’s review.

Operating Expenses. Section 6.1 Subject Operating expense payments collected from tenants applicable to dates from and after the Closing Date shall be paid to Buyer at Closing. Buyer shall not be responsible for billing and collecting from tenants any expense pass throughs for the period of Seller’s ownership. Seller, however, agrees to promptly calculate amounts due from Tenants for operating expenses incurred prior to Closing and to the remainder extent funds are owed from Seller to any tenant, Seller shall promptly reimburse tenant for the same. Within ninety (90) days after the Closing Date (the “Proration Date”), Seller shall calculate amounts due from Tenants for operating expenses incurred for Seller’s period of this Article 6ownership in 2018 up to the Closing Date (the “Prorations”). If the LEGAL02/38577646v9 Prorations show Seller has overcollected amounts due from the Tenants for 2018, Landlord then Seller shall pay all such overcollected amount to Buyer within fifteen (15) days of the date which such overcollected amount is agreed upon between Seller and Buyer. If the Prorations show Seller has undercollected amounts payable due from the Tenants for 2018, then Buyer shall use commercially reasonable efforts to collect such amounts from the Tenants and to the Board extent received by Buyer to pay such undercollected amount to Seller within fifteen (15) days of Managers or the date which such undercollected amount is actually received by Buyer. Seller shall provide Buyer with all reasonable documentation to verify the Verizon Units Owner (as defined Prorations, and, upon request, Buyer shall provide Seller with all reasonable documentation of Buyer’s collection efforts and amounts received from Tenants. Seller will be responsible for reconciling 2017 operating expenses with the Tenants and in the Declarationevent any Tenant disputes the 2017 operating expenses, Seller shall comply with the terms of the applicable lease with regard to such dispute and Seller shall reimburse such Tenant for any valid disputed 2017 operating expenses. This provision shall expressly survive Closing for a period of twelve (12) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Ownermonths, and attributable to the Demised Premises, if any disputes are raised with respect to the Term, subject 2017 operating expenses prior to the exclusions set forth in expiration of such twelve (12) month period, this Section 6.1 (“Occupancy Charges”) provision shall survive until such time as all such disputes are fully resolved and (b) paid. To the charges extent any tenant is entitled to an audit relative to any pass-throughs for Metered Services (the applicable year, as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of between Seller and Buyer, (i) reserves (Buyer shall, unless otherwise agreed in writing, be responsible for working capitalcoordinating such audit, capital improvements or otherwise), but including sums expended from reserves, and (ii) Seller shall provide the failure auditor selected by Landlord Buyer with all requested and available information relative to timely pay any amount due under Seller’s period of ownership and provide such auditor with the Declarationstandard representation letter required by such auditor in order for such auditor to issue its audit report. The cost of such audit, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease)extent not borne by the tenants, and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-ratedpaid by Seller and Buyer in proportion to their respective periods of ownership of the Property for the applicable year. Any dispute concerning the calculation This provision shall expressly survive Closing for a period of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Leasetwelve (12) months.

Operating Expenses. Section 6.1 Subject to the remainder of this Article 6, Landlord Lessee shall pay one hundred percent (100%) of all amounts payable to expenses, including, but not limited to, Real Property Taxes, utilities, ect., incurred by lessor in operating and maintaining the Board Premises and/or the Building thereon (collectively, the "Operating Expenses"). Lessor may invoice Lessee for the Operating Expenses, as and when paid, or Lessor may notify Lessee of Managers or to such estimate at the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board outset of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to each calendar year of the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services such estimate shall be deemed to have been paid when incurred payable by the Verizon Units Owner. Occupancy Charges shall be exclusive Lessee in monthly installments concurrent with Lessee's monthly payment of any amount due as a result of (i) reserves (for working capitalBase Rent, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 Paragraphs 1.5 and 4 of this the Lease). Lessor may increase such estimate, in good faith, and (vLessee shall pay the difference between what Lessee would have paid had such estimate been in effect from the outset of such calendar year and what Lessee actually paid, and Lessee's subsequent monthly installments of such payments shall likewise be adjusted to reflect such increase. Following the end of each calendar year of the Term, Lessor shall determine and notify Lessee in writing of the actual Operating Expenses incurred by Lessor for the Premises. If the actual Operating Expenses exceed the estimated expenses, Lessee shall pay the difference to Lessor concurrent with the Lessee's next monthly installment of Base Rent. If the estimated expenses exceed the actual Operating Expenses, Lessor shall reimburse the difference directly to Lessee. Lessor's failure to notify Lessee of the estimated Operating Expenses, prior to the Commencement Date of the Original Term or prior to the commencement of any calendar year of the Term, shall not foreclose Lessor from collecting, following such notification , the Operating Expenses, which expenses ( or balance) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably produe concurrent with Lessee's next monthly installment of Base Rent; provided however, if Lessor fails to notify Lessee of the estimated Operating Expenses for any upcoming calendar year, Lessee shall continue to pay the Operating Expenses in effect for the prior calendar year, until such time as Lessee is notified, in writing, of Lessor's estimate of the Operating Expenses for the then-ratedcurrent calendar year. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may Operating Expenses for a partial month shall be referred by either party for resolution by arbitration in accordance with Article 28. The proprorated based upon a three hundred sixty-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Leasefive (365) - day calendar year.

Operating Expenses. Section 6.1 Subject to the remainder of this Article 6It is hereby agreed that commencing January 1, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 52014, Tenant shall pay directly to Landlord as additional rent during the balance of the term hereof, 2.54% (a“Tenant’s Pro Rata Share”) of the Operating Expenses (defined below) for the calendar year in excess of the Operating Expenses for the base year of 2013 (the “Base Year”), as estimated by Landlord, payable monthly, at the rate of one-twelfth (1/12) thereof, on the same date and at the same place Base Rent is payable, with an adjustment to be made between the parties at a later date as hereinafter provided (“Additional Rent”). As soon as practicable following the end of any calendar year, but in no event later than April 30 of each year, Landlord shall submit to Tenant a statement in reasonable detail describing the computations of the Operating Expenses setting forth the exact amount of Tenant’s pro rata share of Operating Expenses for the calendar year just completed (the “Statement”), and the difference, if any, between the actual Tenant’s pro rata share of Operating Expenses for the calendar year just completed and the amount owedof Tenant’s pro rata share of expenses actually paid by Tenant to Landlord. Landlord’s failure to deliver to Tenant the Statement by any particular date shall in no way serve as a waiver of Landlord’s rights under this Paragraph. To the extent that the Tenant’s actual pro rata share of Operating Expenses for the period covered by the Statement is higher than the Tenant’s pro rata share of Operating Expenses which Tenant previously paid during the calendar year just completed, pursuant Tenant shall pay to Landlord such balance within thirty (30) days following receipt of the DeclarationStatement from Landlord. To the extent that the Tenant’s actual pro rata share of Operating Expenses for the period covered by the Statement is less than the Tenant’s pro rata share of Operating Expenses which Tenant previously paid during the calendar year just completed, Landlord shall credit the excess against any estimated Operating Expenses next becoming due from Landlord under the Lease, except in the case of the last year of the Lease, in which case such excess shall be refunded to Tenant in cash within thirty (30) days following delivery of the Statement from Landlord. If the Lease term hereunder covers a period of less than a full calendar year during the last calendar year of the term hereof, Tenant’s pro rata share of Operating Expenses for such partial year shall be calculated by proportionately reducing the Operating Expenses for the Base Year to reflect the number of months in such year during which Landlord leased the Premises (the ‘‘Adjusted Base Operating Expenses”). The Adjusted Base Operating Expenses shall then be compared with the actual Operating Expenses for said partial year to determine the amount, if any, of any increases in the actual Operating Expenses for such partial year over the Adjusted Base Operating Expenses. Tenant shall pay Tenant’s pro rata share of any such increases within ten (10) days following receipt of notice thereof. The obligations of Landlord to refund excess payments of Operating Expenses made by Tenant in the Board final year of Managers or to the Verizon Units OwnerLease, and attributable of the Tenant to the Demised Premises, pay any deficiency with respect to the Termamount of Operating Expenses paid by it during the final year of the Lease, subject to will survive the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) expiration or termination of the charges Lease. If Landlord selects an accrual accounting basis for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services calculating Operating Expenses, Operating Expenses shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed such expenses have accrued in accordance with Article 13 of this Lease)generally accepted accounting principles. Upon fifteen (15) days prior notice, and (v) any negligent or intentional act or omission by Tenant shall have the right to audit Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations books with respect thereto to the Operating Expenses charged to Tenant. If the results of the audit establish that there has been an overcharge to Tenant of more than seven and one-half percent (7.5%) of the actual amount owed by Tenant, then Landlord shall be equitably pro-rated. Any dispute concerning pay the calculation reasonable cost of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Leasesuch audit.

Operating Expenses. Section 6.1 Subject This Lease is intended by the parties hereto to be a so-called net lease throughout the Term and the Fixed Rent and Supplemental Rent (if any) shall be received by Landlord net of all costs and expenses for Real Estate Taxes, Operating Expenses and other Additional Rent, and free of cost, charge, offset, diminution or other deduction except as otherwise expressly provided herein. Tenant shall pay to Landlord, in addition to Tenant’s obligations with respect to the remainder payment of this Article 6, Landlord shall pay all amounts payable to the Board Tenant’s Pro Rata Percentage of Managers or to the Verizon Units Owner Real Estate Taxes (as EAST\174041517.9 defined below) and Operating Expenses (as defined below), all other costs which are specifically set forth herein, in the Declarationsame manner as Fixed Rent, upon demand (or as otherwise provided herein) which as Additional Rent, together with reasonable attorney’s fees incurred by Landlord in connection with consents to subleases and assignments of this Lease requested by Tenant, where such consent is obligated required. Tenant shall not raise any counterclaims (other than any compulsory counterclaims) in any action to pay under recover Fixed Rent, Supplemental Rent (if any) or Additional Rent hereunder. As set forth above, commencing on the Declaration. Without duplicating any amounts payable pursuant to Article 5Delivery Date, Tenant shall pay directly to Landlord, its Tenant’s Pro Rata Percentage of the aggregate of Operating Expenses (aas hereinafter defined) the actual amount owed, pursuant to the Declaration, and Real Estate Taxes (as hereinafter defined) incurred by Landlord to the Board during each year or portion thereof of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions . Tenant’s Pro Rata Percentage is set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall on Exhibit 4.1, provided that Tenant’s Pro Rata Percentage may not be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of adjusted unless (i) reserves (for working capital, capital improvements Landlord or otherwise), but including sums expended from reservesanother tenant constructs an addition to the Building, (ii) the failure by Landlord to timely pay any amount due under Premises is expanded or there is a reduction in the DeclarationPremises or Building on account of a casualty or condemnation, or (iii) Tenant consents in writing to an adjustment being made for any other default by reason (which consent will not be unreasonably delayed, conditioned or withheld). Landlord reserves the right, without regard for Pro Rata Percentage, to allocate Operating Expenses reasonably among less than all of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements tenants in the Building to the Building (including without limitation extent that such Operating Expenses benefit less than all structural repairs or replacements performed of the tenants in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlordthe Building. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject to (a) During the remainder term of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Lease, Tenant shall pay directly as additional rent an amount (aper each square foot within the Premises) the actual amount owed, pursuant equal to the Declarationexcess ("Excess") from time to time of the per square foot Basic Cost (which shall be calculated by dividing the Basic Cost by the total rentable square feet of office area in the Building) over the Base Year Stop. Landlord, by at its option, may collect such additional rent for each calendar year in a lump sum, to be due and payable within thirty (30) days after Landlord furnishes to Tenant a statement of actual Basic Cost for the Board previous year, or, beginning with the first anniversary of Managers the Commencement Date, or to if the Verizon Units OwnerCommencement Date is not on the first day of a month, then on the first day of the first full calendar month after the Commencement Date, and attributable on each anniversary of such date thereafter, Landlord shall also have the option to make a good faith estimate of the Demised PremisesExcess for each upcoming calendar year and may require the monthly payment of such additional rent equal to one-twelfth (1/12) of such estimate, except that commencing in calendar year 1996 and each calendar year thereafter, Tenant's first payment shall include the one-twelfth (1/12th) monthly payments for the months from January 1st through the month in which Landlord submitted the estimate of the Excess for the then-current calendar year. (b) By April 1st of each calendar year during Tenant's occupancy and the calendar year following termination of this Lease, or as soon thereafter as practical, Landlord shall furnish to Tenant a statement of Landlord's actual Basic Cost for the previous year. If for any calendar year additional rent collected for the prior year as a result of Landlord's estimate of Basic Cost is (i) in excess of the additional rent actually due during such prior year, then Landlord shall either credit such overpayment towards Tenant's next installment of Basic Rental becoming due or refund to Tenant any overpayment, or (ii) less than the additional rent actually due during such prior year, then Tenant shall pay to Landlord, within fifteen (15) days of demand, any underpayment with respect to the prior year. If the Lease Expiration Date is a day other than the first day or last day of a calendar year, respectively, then Tenant's liability for its proportionate share of the Basic Cost incurred during such calendar year shall be apportioned by multiplying the amount of Tenant's liability therefor for the full calendar year by a fraction, the numerator of which is the number of days during such calendar year falling within the Lease Term, subject and the denominator of which is 365. Once the Basic Cost for the last calendar year of the Lease Term has been determined, Landlord shall provide Tenant with a statement of the actual Basic Cost for which Tenant is liable. If Tenant owes an additional amount, such amount is due on or before thirty (30) days after receipt of the statement. If Tenant is entitled to a refund, Landlord shall have thirty (30) days from the exclusions set forth in date of the statement within which to remit payment to Tenant. Tenant's obligation for this Section 6.1 (“Occupancy Charges”) and (b) increase shall survive any termination of the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred Lease by the Verizon Units Owner. Occupancy Charges shall be exclusive lapse of any amount due as a result of (i) reserves (for working capital, capital improvements time or otherwise), but including sums expended from reserves, . (iic) the failure Each statement furnished by Landlord to timely Tenant shall be conclusive and binding upon Tenant unless, within thirty (30) days after receipt of such statement, Tenant delivers to Landlord a written notice specifying the particular details for which such statement is claimed to be incorrect. Pending the determination of such dispute, Tenant shall pay any without delay the full amount due under of the Declaration, (iii) any other default additional rent payable by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed Tenant in accordance with Article 13 each such statement that Tenant is disputing, less the amount that Tenant is disputing. Without limiting the preceding sentence, Tenant, or its authorized agent, shall have the right, during Landlord's normal business hours and after reasonable notice, to inspect the books and records of Landlord applicable to the determination of any statement of any additional rent payable by Tenant for the purpose of verifying in good faith the information contained in such statement for a period of up to one year after the receipt of such statement by Tenant. (d) Should Tenant require any additional work or service, including but not limited to heating, ventilation and air conditioning ("HVAC") furnished outside Landlord's normal operating hours of 7:00 a.m. to 6:00 p.m., Monday through Friday, excluding holidays, Landlord may, upon reasonable advance notice by Tenant, furnish such additional services at a charge not less than Landlord's actual cost, plus overhead for the additional services provided, it being agreed that the cost to the Landlord of such additional services shall not be considered or treated as Basic Cost. (e) Landlord may, at any time in its sole discretion, require separate metering for gas, electric power or for any other utility service required by Tenant if such service is deemed by Landlord to be in excess of Building standard usage or for any other reason, in which case the cost of such metering shall be at Tenant's sole cost and expense, due and payable upon demand by Landlord, and in which event Tenant shall pay for all such utility service in excess of its normal and customary usage, as metered. For any utility services that are separately metered as prescribed herein, the amount of said services which had been included in the calculation of the Base Year Stop or the calculation of Basic Cost shall be excluded therefrom. (f) Notwithstanding any expiration or termination of this Lease prior to the end of the Lease Term, Tenant's obligations to pay any and all additional rent pursuant to this Lease shall continue and shall cover all periods up to the expiration or termination date of this Lease), . Tenant's obligation to pay any and (v) any negligent all additional rent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable other sums owing by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations Landlord under this Article 6 Lease shall survive the any expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject 4.1 Landlord shall provide Tenant with a statement (“Statement”) as to the remainder actual Operating Expenses incurred by Landlord for each twelve (12) month period during the entire term of this Article 6, Landlord shall pay all amounts payable Lease within forty-five (45) days of the expiration of said period. The actual Operating Expenses for the first twelve (12) months of the term are referred to hereafter as the Board “Dedicated Rental Payments.” The product of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) $6.50 and the actual amount owedsquare footage of the Building, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed finally determined in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term Paragraph 1.8 of this Lease, is hereafter referred to as the “Base Year Payment.” (a) Within thirty (30) days after delivery of the Statement for the first year of the term: (i) Tenant shall pay Landlord the amount, if any, by which the Dedicated Rental Payments exceed the Base Year Payment, or (ii) Landlord shall pay Tenant the amount, if any, by which the Base Year Payment exceeds the Dedicated Rental Payments. (b) In the event that the actual Operating Expenses in any twelve (12) month period, excluding the first twelve (12) months of the term, are less than the aggregate of the Dedicated Rental Payments, Landlord shall, within thirty (30) days of delivery of the Statement, pay to Tenant a sum equal to (i) the amount by which the Dedicated Rental Payments exceeded the actual Operating Expenses, and (ii) Tenant’s obligations with respect thereto shall be equitably Estimated Payments (hereafter defined). (c) In the event that the actual Operating Expenses in any twelve (12) month period, excluding the first twelve (12) months of the term, exceed the aggregate of the Dedicated Rental Payments, Tenant shall, within thirty (30) days of its receipt of Landlord’s statement of actual Operating Expenses, pay to Landlord as ADDITIONAL RENT a sum equal to the amount by which the Actual Operating Expenses exceeded the Dedicated Rental Payments minus Tenant’s Estimated Payments. Tenant shall, during the entire term of this Lease and any extensions thereto, pay Landlord, on a pro-rated. Any dispute concerning rata basis as additional rent, a sum equal to the calculation amount by which the annual Operating Expenses for the prior year exceeded the Dedicated Rental Payments (Tenant’s Estimated Payments). 4.3 For the purpose of amounts payable this Lease, “Operating Expenses” are hereby defined to mean those expenses paid or incurred by Tenant pursuant Landlord for maintaining, operating and repairing the Building and Leased Premises, and shall include, without limitation, the cost of electric utility service, ventilation and air-conditioning, water, window cleaning, janitorial service, insurance, including but not limited to this Article 6 may fire insurance, with full extended coverage (all risk), up to one (1) year’s casualty rent insurance, public liability insurance, worker’s compensation insurance, or elevator insurance carried by the Landlord and applicable to the Leased Premises; taxes, as hereinafter defined in ¶4.4; painting and decorating, garbage disposal service, snow removal, security services, landscaping, customary management fees paid to bona fide third parties, cost of wages to be referred by either party allocated if work is performed on multiple sites and salaries of all persons engaged in the operation, maintenance and repair of the Leased Premises, and so-called fringe benefits, including social security taxes, unemployment insurance taxes, cost for resolution by arbitration providing coverage for disability benefits, cost of any pensions, hospitalization, welfare or retirement plans or any other similar or like expenses incurred under the provisions of any collective bargaining agreement, or any other commercially reasonable cost or expense which Landlord pays or incurs to provide benefits for employees so engaged in the operation, maintenance and repair of the Leased Premises, the charges of any independent contractor who, under contract with Landlord or its representatives, does any of the work of operating, maintaining or repairing of the Leased Premises, reasonable legal and accounting expenses, or any other expense or charge whether or not hereinbefore mentioned, which in accordance with Article 28. The pro-ration obligations under this Article 6 generally accepted accounting and management principles would be considered as an expense of maintaining, operating or repairing the Leased Premises, inclusive of replacement costs, which replacement costs shall survive the expiration or sooner termination of this Lease.not include those which are properly capitalized in accordance with sound accounting practice and

Operating Expenses. Section 6.1 (a) This Lease contemplates a transaction commonly described as a “triple-net lease” whereby the parties intend that Tenant shall bear all of the costs related to the operation, repair, maintenance, management, restoration and replacement of the Building or any portion thereof, except as otherwise expressly set forth in this Lease (collectively, “Operating Expenses”). Subject to the remainder provisions of this Article 6Section 1.7 above, Landlord shall pay all amounts payable in addition to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Base Rent, Tenant shall pay to Landlord during the Term of this Lease one hundred percent (100%) of Operating Expenses as provided in this Section 3.3. The Parties acknowledge that, Landlord intends to record a subdivision of the single legal parcel currently containing the Building and the building located at 5000 Xxxxxxx Xxxxxx Xxxxxxxxx into two (2) legal parcels (“Lot Split”) in the Official Records of San Diego County prior to the Direct Expense Date. Following the Lot Split, one new parcel will consist of the portion of the original parcel located at 5000 Xxxxxxx Xxxxxx Xxxxxxxxx (“5870 Parcel”), including the Building, and the other new parcel will consist of the portion of the original parcel located at 5000 Xxxxxxx Xxxxxx Xxxxxxxxx (“5880 Parcel”), including the building thereon. Beginning on the date (“Direct Expense Date”) which is the later of the Rent Commencement Date (i.e., January 1, 2005) or the effective date of the Lot Split, (i) Tenant shall be responsible for one hundred percent (100%) of the Operating Expenses attributable to the 5870 Parcel and the Building, including all of the costs related to the operation, repair, maintenance, management, restoration and replacement of the areas of the 5870 Parcel that were common areas prior to the Lot Split; (ii) Tenant shall pay Operating Expenses directly to the service providers, contractors or other appropriate third parties, except as provided below in this Section 3.3; (aiii) Tenant shall maintain, repair and replace the Building Systems and shall make such structural or capital improvements to the 5870 Parcel and the Building as may be necessary to comply with Tenant’s obligations under this Lease, provided, that, Tenant shall not be obligated to make any structural or capital improvements to the foundation, roof, or structural or exterior walls of the Building; (v) Landlord shall be responsible only for costs related to the foundation, roof, and structural and exterior walls of the Building; and (vii) Tenant shall continue to pay Landlord directly for the Real Property Taxes. (b) Operating Expenses payable by Tenant shall include, without limitation: (i) costs and expenses incurred in the operation, repair, maintenance, management and replacement of (A) surfaces, coverings and parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, parkways, driveways, landscaped areas, striping, irrigation systems, lighting facilities, fences and gates, and all taxes and assessments, utilities, insurance premiums, administrative charges and other costs; and (B) all heating, air conditioning, plumbing, electrical systems, life safety equipment, telecommunications equipment, elevators and escalators, tenant directories, fire detection systems, sprinkler systems and other equipment servicing the Building (collectively, “Building Systems”); (ii) janitorial and trash disposal for the common areas; (iii) the actual amount owedcost incurred in connection with the implementation or operation of a transportation system management program or similar program, and the cost of any equipment rental agreements or personal property used in connection with the maintenance, operation or repair of the Building; (iv) the cost of the premiums for the liability and property insurance policies (including, but not limited to, boiler and machinery insurance), earthquake and flood insurance and other insurance policies maintained by Landlord, pursuant to Section 7 below; (v) the Declarationcost of water, sewer, gas, electricity, heating, ventilation, air-conditioning and other utilities or services provided to the Building; (vi) replacing and/or adding improvements mandated by any governmental agency and any repairs or removals necessitated thereby, except for any capital improvements, repairs and/or replacements made by Landlord to the Board foundation, roof, and structural and exterior walls of Managers the Building as these expenses shall be at Landlord’s sole cost and expense; (vii) replacing equipment or improvements (other than the roof, the foundation and the structural and exterior walls of the Building); and (viii) association fees payable pursuant to the Verizon Units Owner, CC&Rs and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 any other owners’ association dues or fees. The components of Operating Expenses listed as items (“Occupancy Charges”iv) and (bviii) the charges for Metered Services above (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services i.e., insurance costs and association fees), together with Real Property Taxes, shall be deemed paid directly by Landlord. Tenant shall pay Landlord such costs, together with an administrative fee equal to have been paid when incurred by two percent (2%) of the Verizon Units Owner. Occupancy Charges shall be exclusive aggregate amount of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, items (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (vviii) above and Real Property Taxes, within fifteen (15) days after delivery of invoice therefor to Tenant from Landlord, which invoice shall include the itemized bxxx received by Landlord for such item. Tenant shall have no obligation to reimburse Landlord for any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant Operating Expenses pursuant to this Article 6 may be referred by either party Section 3.3 other than for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive items (iv) and (viii) above, the expiration or sooner termination of this LeaseReal Property Taxes and the administrative fee.

Operating Expenses. Section 6.1 Subject to the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declarationa) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, The Tenant shall pay directly to the Landlord by way of additional rent hereunder, in the manner specified In this clause, a proportionate share of all Operating Expenses paid or Incurred by the Landlord during and In respect of the term of this Lease. The Tenant's proportionate share of Operating Expenses shall be an amount that bears to the said Operating Expenses the same proportion as the Floor Area of the Premises bears to the Gross Leasable Area of the Shopping Centre. (b) Prior to the commencement of each fiscal period adopted by the Landlord, or as soon thereafter as possible, the Landlord shall Inform the Tenant of the estimated amount of Operating Expenses to be paid or Incurred by the Landlord during and in respect of each such fiscal period and the amount thereof payable by the Tenant pursuant to the provisions of this clause 21. The Tenant shall pay the amount so estimated In equal monthly instalments on the first day of each month throughout such fiscal period on account of Its obligations hereunder. Within one hundred and twenty (120) days after the end of each such fiscal period, the Landlord shall Inform the Tenant of the actual Operating Expenses paid or Incurred by the Landlord during and in respect of such fiscal period and the amount thereof payable by the Tenant pursuant to the provisions of this clause 21. If such amount Is greater or less than the payments made by the Tenant on account of the amount of Operating Expenses estimated by the Landlord, appropriate adjustments will be made between the Landlord and the Tenant as soon as possible after the delivery of such statement. (c) For any financial year of the Landlord or fraction thereof, the Landlord may allocate the Operating Expenses (or any of the individual Items making up the Operating Expenses) between the Office Level and the Retail Levels in such manner as In the opinion of the Landlord reflects the use by and benef'1t to tenants of premises respectively on the Office Level or the Retail Levels, of the Operating Expenses so allocated. (d) The Operating Expenses referred to in this Lease are, if the Premises is located on the Office Level, the portion of the Operating Expenses allocated by the Landlord to the Office Level pursuant to sub-clause 21 (c) above, or If the Premises Is located on either of the Retail Levels, that portion of the Operating Expenses allocated to the Retail Levels pursuant to sub-clause 21 (c) above. (e) If the Premises is located on the Office Level: (I) notwithstanding the definition In sub-clause 21 (a) above, if the actual amount owedTenant Is located on the Office Level the Tenant shall also pay a proportionate share of Office Level expenses. * Proportionate share as herein defined means at any particular time the fraction, pursuant the numerator of which is the Floor Area of the Premises and the denominator of which is the aggregate of the Floor Areas of all premises on the Office Level. Office Level expenses shall Include; * the cost of electric light and power supplied to the Declaration, Premises monthly based on the electric light and power requirements of the Tenant on a pro rata or other basis as determined by the Landlord from time to time during the Lease term and billed by the Landlord to the Board Tenant; and * the cost of Managers or to cleaning, maintaining and servicing In all respects all electric lighting fixtures In the Verizon Units Owner, and attributable to the Demised Premises, with respect to Including the Termcost of periodic replacement of electric light bUlbs, subject to tubes, starters and ballasts In the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred Only the Landlord may carry out such cleaning. maintaining, servicing and replacement. * the cost of cleaning the offices if said cleaning is carried out by the Verizon Units OwnerLandlord. Occupancy Charges shall be exclusive * an administration overhead charge equal to 15% of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlordabove costs. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject to As additional rent during the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Term, Tenant shall pay directly (a) the actual to Landlord an amount owed, pursuant equal to the Declaration, product obtained by Landlord to the Board multiplying (i) Tenant's Share of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions Operating Expenses (as set forth in this Section 6.1 (“Occupancy Charges”paragraph 1 above) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure amount which Landlord expends for Operating Expenses for the Term hereof. "Operating Expenses" shall include all reasonable and necessary expenses actually incurred by Landlord for the operation, cleaning, maintenance (including but not limited to timely pay any amount due preventive maintenance), repair and property management of the Building and the Property and, if applicable, the Project, including, without limitation, the roof and walls (other than for the structural repair of such roof and walls), utility systems and related equipment serving all of the Building or the Project and all walks, driveways, parking areas, loading areas, lawns and landscaping. Among the items included in Operating Expenses under the Declarationforegoing definition are expenses for utilities furnished to the common areas of the Building and Property and fees and charges paid to the property manager for the Building; provided, however, the amount of the property manager's fee included in Operating Expenses of the Building for any calendar year shall not exceed an amount equal to five percent (iii5%) any other default of the gross receipts received by Landlord of its obligations under from the Declaration not attributable to Building for such calendar year. If Landlord determines that a default by utility system and related equipment or an act portion thereof serves one or omission of Tenant, (iv) any capital improvements more tenant suites in addition to the Premises but less than all of the tenant suites in the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 the Project, the system and equipment or portion thereof, as applicable, which serves the Premises and such additional suites, to the extent the operation, cleaning, maintenance, repair and/or replacement thereof is not the responsibility of the applicable utility company, shall be deemed a part of the Building and the Project for the purposes of this Leasesubparagraph 8(a), and (v) any negligent or intentional act or omission except that the amount of the reimbursement by Landlord. Section 6.2 If a bill Tenant to Landlord for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto such items shall be equitably pro-ratedseparately stated and shall be determined by multiplying the reasonable and necessary expenses incurred by Landlord for such items by the percentage which the Premises is of the total space leased or available for lease which is served by such systems and equipment or portion thereof instead of by the Tenant's Share of Operating Expenses as set forth in paragraph 1. Any dispute concerning the calculation of amounts Sums payable by Tenant pursuant to this Article 6 may subparagraph shall be referred by either party for resolution by arbitration paid in accordance with Article 28the provisions of subparagraph 5(e) above. The pro-ration Landlord may enter upon the Premises to the extent necessary or appropriate to do any work described in this subparagraph 8(a), Landlord shall not be liable for any inconvenience, annoyance, disturbance, loss of business or other damage of Tenant by reason of performing any such work or on account of bringing materials, tools, supplies or equipment into or through the Premises during the course thereof, and the obligations of Tenant under this Article 6 Lease shall survive the expiration or sooner termination of this Leasenot be affected thereby.

Operating Expenses. (a) The amount of the Annual Operating Expenses set forth in Section 6.1 Subject 1(n) above represents Landlord’s current good faith estimation of Tenant’s Share of the estimated Operating Expenses for the calendar year in which the Term commences (excluding the cost of janitorial service to the remainder Premises, unless Tenant requests that Landlord undertake such services and the parties agree upon the cost therefor to Tenant), which amount will be confirmed or adjusted (based on reasonable supporting documentation demonstrating an increase in third party costs and expenses constituting Annual Operating Expenses) by Landlord as necessary prior to the Commencement Date. Furthermore, Landlord may proportionally adjust such amount from time to time after the Commencement Date if the estimated Annual Operating Expenses increase or decrease; provided, however, that Tenant’s monthly installment shall not be reset more than once during any calendar year; provided further, however, that Landlord may also invoice Tenant separately from time to time for Tenant’s Share of any extraordinary or unanticipated Operating Expenses, and Tenant shall have a period of not less than thirty (30) days within which to pay such expense. By April 30th of each year (and no later than ninety (90) days after the expiration or termination of this Article 6Lease or, at Landlord’s option, after a sale of the Property), Landlord shall pay all amounts payable to provide Tenant with an itemized statement of Operating Expenses for the Board of Managers preceding calendar year or to the Verizon Units Owner (as defined part thereof substantially in the Declarationform set forth as Exhibit “I” attached hereto (the “Landlord’s Statement”). Within thirty (30) which days after delivery of the Landlord’s Statement to Tenant, Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, or Tenant shall pay directly (a) to the actual other the amount owedof any overpayment or deficiency then due from one to the other or, at Landlord’s option, Landlord may credit Tenant’s account for any overpayment against the next following installment of Operating Expenses and thereafter until fully exhausted. Landlord’s and Tenant’s obligation to pay any overpayment or deficiency due the other pursuant to this Section 6(a) shall survive the Declarationexpiration or termination of this Lease. Notwithstanding any other provision of this Lease to the contrary, Landlord may, in its reasonable discretion, determine from time to time to alter the method of computing and allocating Operating Expenses, provided that such method is consistent with generally accepted accounting principles consistently applied (“GAAP”), and provided, further, that Tenant shall be able to reasonably and competently audit and analyze, on a line item basis, changes in Operating Expenses year over year notwithstanding such change in methodology. Annual Operating Expenses shall be net of all discounts and reduced by all rebates actually received by Landlord and shall in no event exceed 100% of the Annual Operating Expenses actually incurred in such year. There shall be no duplication of costs or reimbursements. (b) So long as no Event of Default has occurred and is continuing, , Tenant, or its representative, shall have the right, at Tenant’s sole cost and expense (except as hereinafter provided), to inspect Landlord’s books and records relating to the then-current Landlord’s Statement for the purpose of verifying the information contained therein (the “Tenant Audit”); provided that (i) Tenant shall have sent notice to Landlord, in writing, no later than one hundred twenty (120) days after Tenant’s receipt of the Landlord’s Statement to be verified, of its desire to conduct the Tenant Audit (the “Audit Notice”), and (ii) Tenant has paid all amounts due under the Landlord’s Statement in full. The Tenant Audit shall be conducted by an independent firm of certified public accountants of national standing or professional lease auditor reasonably acceptable to Landlord, that is not being compensated by Tenant on a contingency fee basis, during regular business hours at the office in the Philadelphia metropolitan area where Landlord maintains its books and records. Alternatively, Landlord may elect to deliver copies of the relevant books and records to Tenant by courier or overnight mail at Tenant’s notice address set forth in Section 25 of this Lease or such other address as Tenant may designate to Landlord in writing. The Tenant Audit shall commence, if at all, by Landlord no later than thirty (30) days after all such books and records reasonably required for such Tenant Audit are made available to the Board of Managers Tenant or delivered to the Verizon Units OwnerTenant, as provided above, and attributable shall be completed within sixty (60) days after such commencement. If Tenant fails to timely deliver its Audit Notice, or if the Demised Premises, with respect results of the Tenant Audit are not delivered to Landlord within forty-five (45) days after the Term, subject completion of the audit or if Tenant fails to follow in all material respects the exclusions procedures set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services 6(b), such Landlord’s Statement shall be deemed to have been paid when incurred approved and accepted by the Verizon Units OwnerTenant as correct. Occupancy Charges The Tenant Audit shall be exclusive limited strictly to those items in the then-current Landlord’s Statement, and Tenant shall not be entitled to inspect any of Landlord’s books and records that apply to any amount due prior Landlord’s Statement except as follows: If the Tenant Audit uncovers errors or misstatements in Landlord’s books and records resulting in an overstatement of Annual Operating Expenses, Tenant shall also have the right to perform a Tenant Audit with respect to the Landlord’s Statements for the two (2) calendar years immediately prior to the calendar year which was the subject of the Tenant Audit in question (and, in such event, Tenant shall be allotted such additional time as may be reasonably be required in order to complete such additional Tenant Audits) solely with respect to the particular items of Operating Expenses that the pending Tenant Audit determined were overpaid. No subtenant has any right to conduct a Tenant Audit and no assignee other than a Permitted Assignee shall conduct a Tenant Audit for any period during which such assignee was not in possession of the Premises. Once having conducted a Tenant Audit with respect to a specific Landlord’s Statement, Tenant shall have no right to conduct another Tenant Audit of the same Landlord’s Statement. If an Event of Default by Tenant occurs at any time during the Tenant Audit, the Tenant Audit shall be immediately suspended until such time as the Event of Default shall have been cured by Tenant. Tenant acknowledges and agrees that any records reviewed under this Section constitute confidential information of Landlord, which shall not be disclosed to anyone other than (A) the auditor, accountants, attorneys and other professionals engaged by Tenant and directly involved in the Tenant Audit, or any litigation arising therefrom, (B) the principals of Tenant who receive the results of the Tenant Audit, and (C) as otherwise may be required by law. If, as a result of the Tenant Audit, it is ascertained that Tenant has overpaid its obligations and is due a credit for a preceding period, then Landlord shall either refund such amount to Tenant within sixty (i60) reserves days after the receipt of the results of Tenant’s Audit or credit the amount due against Tenant’s next installment(s) of estimated Operating Expense and each installment thereafter until fully exhausted. Tenant will not have the right to terminate the Lease on account of an overpayment. If, as a result of the Tenant Audit, it is ascertained that Tenant has been underbilled for a preceding period, the amount of such underbilling shall be paid by Tenant to Landlord with Tenant’s next installment of estimated Operating Expenses. Tenant shall pay Landlord, within thirty (30) days of written demand and as Additional Rent, Landlord’s invoice for working capital, capital improvements or otherwise), but including sums expended from reserves(x) the photocopying of documents, (iiy) the failure by Landlord to timely pay any amount due under the Declarationretrieval of documents from Landlord’s storage archives, and (iiiz) any other default reasonable and actual out-of-pocket costs incurred by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements with respect to the Building Tenant Audit. In the event that the Tenant Audit shows that Tenant has overpaid Operating Expenses with respect to the Landlord’s Statement in question by five percent (5%) or more, Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant with respect to the Tenant Audit, not to exceed $7,500 Constant Dollars. If Landlord disagrees with the result of any Tenant Audit, Landlord may submit such dispute for final resolution by a court of applicable jurisdiction, and the non-prevailing party in such litigation shall reimburse the prevailing party for it reasonable attorney fees and court costs associated with such proceeding. Neither the Tenant Audit nor any judicial proceeding in connection therewith shall relieve Tenant from the payment of all Rent (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (vAdditional Rent) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without this Lease during the Term pendency of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Leasesuch proceedings.

Operating Expenses. The Master Lease requires Sublessor to pay to Lessor as Additional Rent the expenses of operating the building and/or project of which the Premises are a part (“Operating Expenses”), including without limitation, taxes, assessments, insurance premiums, utilities, repair and maintenance expenses and other expenses, all as more fully set forth in Section 6.1 Subject to 8 of the remainder of this Article 6Master Lease, Landlord accordingly, Sublessee shall pay all to Sublessor as additional rent fifty-five and 94/100 percent (55.94%) (“Sublessee’s Share”) of the amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to Sublessor for Operating Expenses incurred during the Term, subject to the exclusions set forth in this Section 6.1 except that Sublessee’s Share during Months 01 and 02 shall be fourteen and 67/100 percent (“Occupancy Charges”14.67%) and Sublessee’s Share during Months 03 through 04 shall be thirty-two and 62/100 percent (b) 32.62%). The Master Lease provides for the charges for Metered Services (payment by Sublessor of Operating Expenses on the basis of an estimate thereof, accordingly, as defined and when adjustments to such estimate or between estimated and actual Operating Expenses are made under the Master Lease, the obligations of Sublessor and Sublessee hereunder shall be adjusted in a like manner; if such adjustments result in a refund to Sublessor, then Sublessor shall also make a refund to Sublessee in the Declaration) supplied appropriate amount and if such adjustments result in a credit against rent to Sublessor, then Sublessor shall also give a credit against rent to Sublessee in the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease)appropriate amount, and (v) if any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto such adjustment shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive occur after the expiration or sooner earlier termination of the Term, then the obligations of Sublessor and Sublessee under this LeaseSection 5(b) shall survive such expiration or termination. Sublessor shall, within ten (10) days of receipt furnish Sublessee with copies of all statements submitted by Lessor of actual or estimated Operating Expenses during the Term and Sublessee or its representative shall have the right to examine, within a reasonable time, the records supporting the statements, during normal business hours, at the place where the records are kept, to the extent that such records are made available to Sublessor. Sublessor’s initial estimate of the Operating Expenses is $.22 per square foot per month.

Operating Expenses. Section 6.1 Subject The parties intend that, subject only to the remainder specific exceptions set forth in this Lease, this Lease be absolutely net to Landlord. Accordingly, in addition to Base Rent, Tenant shall pay, as Additional Rent, Xxxxxx’s Share of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner Operating Expenses (as defined in Section 4.2(e)(i) and 4.2(e)(i), respectively), for each calendar year of the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable Term, pursuant to Article 5the following terms and conditions (a) As soon as reasonably practicable after the Commencement Date and the commencement of each subsequent calendar year during the Term, Landlord shall provide to Tenant a good faith estimate of Tenant’s Share of Operating Expenses with respect to the calendar year in question (the “Estimated Amount”). (b) Tenant shall pay the Estimated Amount to Landlord in equal monthly installments with each monthly payment of Base Rent. If the Estimated Amount has not yet been determined for any calendar year, Tenant shall pay directly the monthly installment of the Estimated Amount for the preceding calendar year until the Estimated Amount for the current calendar year has been provided to Tenant, at which time Tenant shall pay any shortfall for the preceding months of such calendar year and thereafter make each monthly installment payment in accordance with the current Estimated Amount. (ac) Within ninety (90) days following the end of each calendar year of the Term, Landlord shall determine, and provide to Tenant a statement (the “Statement”) setting forth, the actual amount owedof Operating Expenses for such calendar year. If Xxxxxx’s Share of actual Operating Expenses exceeds the sum of Tenant’s monthly estimated payments for such calendar year, pursuant Tenant shall pay the difference to Landlord, within thirty (30) days following receipt of such Statement. If the Declarationsum of such monthly estimated payments paid by Tenant exceeds Tenant’s Share of actual Operating Expenses, by Landlord the difference shall be applied as a credit to the Board future monthly estimated payments of Managers or to the Verizon Units Owner, and attributable to the Demised PremisesTenant’s Share of Operating Expenses (or, with respect to the Termcalendar year in which this Lease terminates, subject shall be paid to Tenant within thirty (30) days of the exclusions date of the Statement). The failure of Landlord to timely furnish the Statement or any statement required under Section 4.2(b) for any calendar year shall not prejudice Landlord from enforcing its rights under this Section 4.2(e)(i). (d) Within ninety (90) days after Xxxxxx’s receipt of a Statement (the “Review Period”), if Tenant disputes the amount set forth in this Section 6.1 the Statement, Tenant’s employees or an independent certified public accountant (“Occupancy Charges”which accountant is a member of a nationally or regionally recognized accounting firm and is not compensated on a contingency fee basis) designated by Tenant, may, after fifteen (15) days written notice to Landlord and at reasonable times, review Landlord’s records pertaining to Landlord’s calculation of Xxxxxx’s Share of Operating Expenses at Landlord’s offices, provided that Tenant and such employees or accountant shall execute a commercially reasonable confidentiality agreement agreeing to keep all information contained in Xxxxxxxx’s records, as well as the results of Xxxxxx’s review and the certification described below, in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (b1) the charges for Metered Services time during any twelve (as defined in the Declaration12) supplied month period. Tenant’s failure to review Xxxxxxxx’s records with respect to the Demised Premises. The charges for Metered Services amounts set forth in any Statement within the Review Period shall be deemed to have been paid when incurred by be Tenant’s approval of such Statement and waiver of the Verizon Units Ownerright or ability to dispute the amounts set forth in such Statement. Occupancy Charges If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing that Xxxxxx continues to dispute the amounts set forth in the Statement, Landlord and Tenant shall NNN Form 2021 CARLSBAD CORPORATE CENTER I - 336 October 1, 2021 -4- attempt in good faith to resolve such dispute. If Landlord and Xxxxxx cannot resolve such dispute within thirty (30) days of Landlord’s receipt of Xxxxxx’s dispute notice, then such dispute shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant resolved pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this LeaseSection 21.26 below.

Operating Expenses. Section 6.1 Subject to (a) During the remainder term of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Lease, Tenant shall pay directly as additional rent an amount (aper each square foot within the Premises) the actual amount owed, pursuant equal to the Declarationexcess ("Excess") from time to time by which the per square foot Basic Cost (which shall be calculated by dividing the Basic Cost by the total rentable square feet in the Building) exceeds the Base Year stop. Landlord, by at its option, may collect such additional rent for each calendar year in a lump sum, to be due and payable within thirty (30) days after Landlord furnishes to Tenant a statement of actual Basic Cost for the Board previous year, or, beginning with the first day of Managers or to the Verizon Units Ownerthirteenth month following the Commencement Date, and attributable on each January 1, thereafter, Landlord shall also have the option to make a good faith estimate of the Demised PremisesExcess for each upcoming calendar year and may require the monthly payment of such additional rent equal to one-twelfth (1/12) of such estimate. (b) By May 1 of each calendar year during Tenant Ma occupancy and the calendar year following termination of this Lease, or as soon thereafter as practical, Landlord shall furnish to Tenant a statement of Landlord's actual Basic Cost for the previous year. If for any calendar year additional rent collected for the prior year as a result of Landlord's estimate of Basic Cost is (1) in excess of the additional rent actually due during such prior year, then Landlord shall either credit such overpayment towards Tenant's estimated share of operating expenses for the next year or refund to Tenant any overpayment, or (ii) less than the additional rent actually due during such prior year, then Tenant shall pay to Landlord, on demand, any underpayment with respect to the Termprior year. (c) Each statement furnished by Landlord to Tenant shall be conclusive and binding upon Tenant unless, within sixty (60) days after receipt of such statement, Tenant delivers to Landlord a written notice specifying the particular details for which such statement is claimed to be incorrect. Pending the determination of such dispute, Tenant shall pay without delay the full amount of the additional rent payable by Tenant in accordance with each such statement that Tenant is disputing. Without limiting the preceding sentence, Tenant, or a certified public accountant acting as Tenant's agent, shall have the right, during Landlord's normal business hours and after reasonable notice, to inspect the books and records of Landlord applicable to the determination of any statement of any additional rent payable by Tenant for the purpose of verifying in good faith the information contained in such statement for a period of up to one year after the receipt of such statement by Tenant. In the event that Tenant's inspection discloses that Landlord's billxxxx xx Tenant for increased Operating Expenses exceeded by five percent (5%) the actual operating expenses attributable to Tenant, then Landlord shall refund the difference as noted in subsection (b) and will pay Tenant for the reasonable expense incurred for an independent third-party in performing such inspection, but in any event not more than 61,000.00. (d) Should Tenant require any additional work or service, including but not limited to heating, ventilation and sir conditioning ("HVAC") furnished outside Landlord's normal operating hours of 8:00 a.m. to 6:00 p.m., Monday through Friday, 8:00 a.m. to WOO p.m., Saturday, excluding holidays, Landlord may, upon reasonable advance notice by Tenant, furnish such additional services at a charge of $50.00 per hour, subject to upward adjustment due to increases in utilities and wage expenses, it being agreed that the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied Cost to the Demised Premises. The charges Landlord of such additional services shall not be considered or treated as Basic Cost. (e) Landlord may, at any time in its sole discretion, require separate metering for Metered Services shall be gas, electric power or for any other utility service required by Tenant if such service la deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely be in exceed of Building standard usage or for any other reason, in which case the Cost of such metering shall be at Tenant's sole cost and expense, due and payable upon demand by Landlord, and in which event Tenant shall pay for all such utility service in excess of its normal and customary usage, as metered. For any utility services that are separately metered as prescribed herein, the amount of amid services which had been included in the calculation of the Base Year Stop or the calculation of Basic Cost shall be excluded therefrom. (f) Notwithstanding any expiration or termination of this Lease prior to the end of the Lease Term, Tenant's obligations to pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable and all additional rent pursuant to a default by or an act or omission of Tenant, (iv) any capital improvements this Lease shall continue and shall cover all periods up to the Building (including without limitation all structural repairs expiration or replacements performed in accordance with Article 13 termination date of this Lease), . Tenant's obligation to pay any and (v) any negligent all additional rent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable other sums owing by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations Landlord under this Article 6 Lease shall survive the any expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject to (a) Throughout the remainder of this Article 6Term, Landlord Tenant shall pay all amounts payable to on a monthly basis, without demand, as Additional Rent for the Board Premises, Tenant's Proportionate Share of Managers or to the Verizon Units Owner Operating Expenses (as defined in Section 4.01 (b) hereof) of the DeclarationBuilding. Such ---------------- payments shall be made as follows: (1) which Prior to the Commencement Date and on the first day of January of each year during the Tenn. or as soon thereafter as is practicable, Landlord is obligated to pay under Shall furnish Tenant with Landlord's estimate of the Declaration. Without duplicating any amounts payable pursuant to Article 5Operating Expenses for the forthcoming year, On the first day of each month during such year, Tenant shall pay directly one-twelfth (a1/12th) of Tenants Proportionate Share of the actual amount owedestimated Operating Expenses for such year. If for any reason Landlord has not provided Tenant with Landlord's Operating Expenses estimate on or before the first day of January of any year during the Term (or by the Commencement Date, pursuant as the case may be), then., until the first day of the calendar month following the month in which Tenant is given Landlords estimate of Operating Expenses, Tenant shall continue to pay to Landlord on the Declaration, first day of each calendar month the monthly sum payable by Landlord to Tenant under this Section 4.01 for the Board month of Managers or to ------------ December of the Verizon Units Owner, and attributable to preceding year. (2) On the Demised Premises, with respect to first day of March of each year during the Term, subject or as soon thereafter as reasonably practical but in no event later than the first day of June of each year, Landlord shall furnish to Tenant a statement of the actual Operating Expenses for the preceding year (the "Operating Expense Statement") --------------------------- audited by Beers & Xxxxxx or another reputable firm that has at least 10 years experience with audits for office buildings and is reasonably approved by Tenant within ten (10) days after Landlord notifies Tenant which auditor Landlord intends to employ for such audit ("Auditor"). Within thirty (30) days after the ------- delivery of the Operating Expense Statement, a lump sum payment will be made by Tenant equal to the exclusions set forth amount, if any, by which Tenant's Proportionate Share of the actual Operating Expenses exceeds the amount, if arty, which Tenant has paid toward the estimated Operating Expenses pursuant to Section 4.01(a)(1) above. If ------------------ Tenant's Proportionate Share of the actual Operating Expenses is less than the amount Tenant has paid toward the estimated Operating Expenses pursuant to Section 4.01(a)(1) above, Landlord shall apply such amount to the next accruing ------------------ installments of Rent due hereunder or, in the event that the Term has expired or been earlier terminated Landlord shall reimburse Tenant for the overpayment within 30 days after delivery of the statement. The foregoing notwithstanding, Landlord shall have the right from time to time during any year, but not more frequently than twice in any calendar year, to notify Tenant in writing of any change in Landlord's estimate. of Operating Expenses for the then current year, in which event Tenant's Proportionate Share of Operating Expenses, as previously estimated, shall be adjusted to reflect the amount shown in such notice and shall be effective, and due from Tenant, on the first day of each month following Landlord's giving of such notice. The effect of this Section 6.1 (“Occupancy Charges”4.01(a) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely --------------- is that Tenant will pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without during each year during the Term Tenant's Proportionate Share of this Lease, actual Operating Expenses. Tenant’s 's and Landlord's obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 hereunder shall survive the expiration or sooner earlier termination of this Lease. (3) If the Commencement Date occurs on a date other than the first day of January, or if the Term ends on a date other than the last day of December, the actual Operating Expenses for the year in which the Commencement Date or the Expiration Date occurs, as the case may be, shall be prorated so that Tenant shall pay that portion of Tenant's Proportionate Share of Operating Expenses for such year represented by a fraction, the numerator of which shall be the number of days during such fractional year filling within the Term, and the denominator of which is 365 (or 366, in the case of a leap year ). The provisions of this Section 4.01 shall survive the Expiration Date or any sooner ------------ termination provided for in this Lease. (b) As used in this Lease, "Operating Expenses" means all expenses, ------------------ costs, and disbursements of every kind which Landlord incurs, pays or becomes obligated to pay in connection with the operation, repair, and maintenance of the Building and the Land (provided that Landlord shall allocate between the Building and Fair Lakes North expenses associated with the maintenance of the Land based on the square footage of each building), which costs shall include all expenditures by Landlord to maintain all facilities in operation at the beginning of the Term and such additional facilities installed in subsequent years as Landlord reasonably may consider necessary or beneficial for the operation. of the Building. All Operating Expenses shall be determined according to generally accepted accounting principles (which shall be consistently applied) and shall include. but are not limited to, the following:

Operating Expenses. Section 6.1 Subject to (a) During the remainder term of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Lease, Tenant shall pay directly (a) the actual as Additional Rent Tenant's Proportionate Share of an amount owed, pursuant equal to the Declaration, excess ("Excess") from time to time by which the Basic Cost in any calendar year exceeds the Base Year Stop. Landlord shall make a good faith estimate of the Excess for each upcoming calendar year and Tenant shall be required to pay the Board monthly payment of Managers or such Additional Rent equal to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 one-twelfth (“Occupancy Charges”1/12) and of such estimate. (b) Within a reasonable time after the charges for Metered Services (as defined in close of each calendar year during Tenant's occupancy and the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term calendar year following termination of this Lease, or as soon thereafter as practical, Landlord shall furnish to Tenant a statement of Landlord's actual Basic Cost for the previous year. If the total of the monthly installments paid by Tenant is less than Tenant’s obligations with respect thereto 's total annual obligation for the Excess, Tenant shall within twenty (20) days of invoice pay the difference upon receipt of Landlord's annual statement. Any overpayment shall be equitably pro-ratedcredited to Tenant's obligation for the next succeeding period or other amounts due and payable under this Lease. (c) Each statement furnished by Landlord to Tenant shall be conclusive and binding upon Tenant unless, within thirty (30) days after receipt of such statement, Tenant delivers to Landlord a written notice specifying the particular details for which such statement is claimed to be incorrect. Any dispute Upon receipt of Tenant's notice, Landlord shall provide Tenant with reasonable additional detail concerning the calculation questioned items. Pending the determination of amounts such dispute, Tenant shall pay without delay the full amount of the Additional Rent payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28each such statement that Tenant is disputing. The pro-ration obligations Any overpayment shall be credited, in Landlord's discretion, to the next installment of operating expenses due, or such other amounts as may be due Landlord under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject (a) Tenant shall pay to Landlord, at the times hereinafter set forth, an amount equal to Tenant's Share of any increase in Operating Expenses for the Complex (applicable to the term of this Lease occurring after the Base Year) above the Operating Expenses for the Complex for the Base Year specified in the Basic Lease Information. Statements of the amount of Operating Expenses for the preceding calendar year and the amount of such increase payable by Tenant shall be determined by Landlord and shall be payable by Tenant fifteen (15) days after demand by Landlord accompanied by a reasonably detailed listing of the Operating Expenses by category for the Base Year, the preceding year to which such increase applies and the year which immediately preceded the year to which such increase applies (if other than the Base Year). (b) Notwithstanding the foregoing, at Landlord's sole election, at any time or times Landlord may in good faith estimate in advance Landlord's Operating Expenses for any next ensuing 12-month period and, upon Xxxxxxxx's written notice, Tenant shall pay to Landlord on the first day of each calendar month of such 12-month period, with Base Rent as provided for in sections hereof, one- twelfth (1/12th) of Tenant's Share of such estimated Operating Expenses. If during any such twelve (12)-month period Landlord shall in good faith revise its estimate of Tenant's Share of said expenses for such twelve (12)-month period, Landlord shall advise Tenant and commencing on the date the next Base Rent payment is due which date is more than ten (10) business days after Xxxxxx's receipt of such revised estimate, Tenant shall pay all additional Operating Expenses on such revised estimate for the portion of the twelve (12)-month period already elapsed and shall commence paying the additional Operating Expenses based on such revised estimate for the remainder of this Article 6such twelve (12)- month period. Within ninety (90) days following the conclusion of such twelve (12)-month period, Landlord shall deliver to Tenant an itemized statement in reasonable detail of Xxxxxx's Share of Landlord's actual Operating Expenses for such period accompanied by a reasonably detailed statement of the Operating Expenses for the Base Year and the year which immediately preceded the year to which such increase applies (if other than the Base Year). If the amounts theretofore paid by Xxxxxx on account of Landlord's estimate shall exceed the amount of Tenant's Share of such actual costs, Landlord shall pay all to Tenant the amount of such excess within fifteen (15) days after date of delivery of such statement to Tenant. If the amounts payable to theretofore paid by Tenant on account of Landlord's estimate shall be less than the Board amount of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Tenant's Share of such actual costs, Tenant shall pay directly to Landlord the amount of such deficiency within fifteen (a15) days after date of delivery of such statement to Tenant. Landlord, at its election, may estimate Operating Expenses on a calendar year basis, in which event if this Lease shall commence on a day other than the actual amount owedfirst day of a calendar year and/or shall end on a day other than the last day of a calendar year, pursuant Xxxxxx's Share of such estimated costs, as applicable to such first and last calendar years of the term hereof, shall be computed on a pro rata basis. (c) For purposes of this Section 7, "Tenants Share" shall be in the same proportion that the rentable square footage of the Premises bears from time to time to the Declarationaggregate rentable square footage of all buildings then situated in the Complex. At the inception of this Lease Tenant's Share for purposes of this Section 7 shall be that percentage specified as Tenant's Share in the Basic Lease Information (which may be adjusted from time to time by Landlord, upon written notice to Xxxxxx accompanied with appropriate documentation of the same, in event of changes in the aggregate rentable building square footage in the Complex). Tenant shall have the right from time to time, at Xxxxxx's sole cost and expense, to recalculate Tenant's Share (which shall be confirmed by Landlord to Landlord) in view of any apparent changes in the Board of Managers or to aggregate rentable building square footage in the Verizon Units Owner, and attributable to the Demised Premises, with respect to the TermComplex, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive Landlord's approval of any amount due as a result such recalculation of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by LandlordXxxxxx's Share. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject (a) With regard to the remainder Expansion Premises, on the Expansion Date, and, with regard to the 1100 Premises, on the Renewal Date, Item 8 of this Article 6the Basic Lease Provisions is deleted. (b) With regard to the Expansion Premises, on the Expansion Date, and, with regard to the 1100 Premises, on the Renewal Date, Paragraph 3(a) of the Lease is deleted, and the following substituted therefor: “Tenant shall pay to Landlord as additional rent (“Additional Rent”) an amount equal to Tenant’s Proportionate Share (defined below) of Operating Expenses. In addition to payment of Tenant’s Proportionate Share of Operating Expenses, Tenant shall also pay to Landlord as part of Additional Rent, Tenant's Proportionate Share of Electrical Costs (defined below).” (c) With regard to the Expansion Premises, on the Expansion Date, and, with regard to the 1100 Premises, on the Renewal Date, Paragraph 3(c) of the Lease is deleted. (d) With regard to the Expansion Premises, on the Expansion Date, and, with regard to the 1100 Premises, on the Renewal Date, Paragraph 3(e) of the Lease is amended by deleting the clause “(including Tenant’s Base Year for Operating Expenses)”. (e) With regard to the Expansion Premises, on the Expansion Date, and, with regard to the 1100 Premises, on the Renewal Date, the first sentence of Paragraph 3(g) of the Lease is deleted and the following substituted therefor: “Prior to the commencement of each calendar year of the Lease Term, Landlord shall pay all amounts payable have the right to give to Tenant a written estimate of Tenant’s Proportionate Share of Operating Expenses, if any, for the Property for the ensuing year.” (f) With regard to the Board of Managers or Expansion Premises, on the Expansion Date, and, with regard to the Verizon Units Owner (as defined in 1100 Premises, on the Declaration) which Landlord Renewal Date, the Lease is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant amended by replacing all references to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, phrase “excess Operating Expenses” with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy ChargesOperating Expenses”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject to At the remainder start of this Article 6the Lease Term, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant electric service will be provided/charged to the Declaration, Tenant through sub-meters installed by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) at Landlord’s expense; and (b) the natural gas service and hot and cold water supply will be provided/charged to Tenant based on Tenant’s Proportionate Share of such utility as provided above. For all utility charges Landlord will provide a full accounting of utility charges for Metered Services the whole Building service and any of the allocated or sub-metered services under the whole Building service. Notwithstanding anything contained in this Lease to the contrary, if (i) an interruption, suspension or stoppage of an Essential Service (as defined in hereinafter defined) shall occur, except any of the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred same caused by the Verizon Units Owner. Occupancy Charges shall be exclusive negligence or intentional acts of Tenant or Tenant’s employees, contractors, agents or invitees, or any amount person claiming by, through or under Tenant, or due to any Event of Casualty as provided for in Section 17 (any such interruption of an Essential Service being hereinafter referred to as a “Service Interruption”), and (ii) such Service Interruption occurs or continues as a result of (i) reserves (for working capitalthe negligence or intentional acts of Landlord or Landlord’s employees, capital improvements contractors, agents or otherwise)representatives, but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, and (iii) any other default by such Service Interruption continues for more than five (5) consecutive Business Days (as hereinafter defined) after Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of shall have received notice thereof from Tenant, and (iv) as a result of such Service Interruption, the conduct of Tenant’s normal business operations in the Premises is materially and adversely affected, then there shall be an abatement of one day’s Fixed Rent and Additional Rent for each day during which such Service Interruption continues after such five (5) consecutive Business Day period; provided, however, that if any capital improvements part of the Premises is reasonably useable for Tenant’s normal business operations or if Tenant conducts all or any part of its operations in any portion of the Premises notwithstanding such Service Interruption, then the amount of each daily abatement of Fixed Rent and Additional Rent shall only be proportionate to the Building (including without limitation all structural repairs nature and extent of the interruption of Tenant’s normal business operations or replacements performed in accordance with Article 13 ability to use the Premises. For purposes hereof, the term “Essential Service” shall mean each of this Lease)the following services: access to the Premises, electric service, natural gas service, hot and cold water supply, sewer / septic service, and HVAC service (v) any negligent or intentional act or omission to the extent controlled by Landlord). Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject a) Tenant's Share. (a) Tenant's share of Building Operating Expenses ("Tenant's Building Share") is hereby mutually agreed to be that percentage set forth in the Basic Lease Information. Tenant shall pay as Additional Rent Tenant's Building Share of Building Operating Expenses for any calendar year after the Base Calendar Year to the remainder extent that Building Operating Expenses for such calendar year exceed the Building Operating Expenses for the Base Calendar Year. (b) Tenant's share of Project Operating Expenses ("Tenant's Project Share") is hereby mutually agreed to be that percentage set forth in the Basic Lease Information. Tenant shall pay as Additional Rent Tenant's Project Share of Project Operating Expenses for any calendar year after the Base Calendar Year to the extent that Project Operating Expenses for such calendar year exceed the Project Operating Expenses for the Base Calendar Year. (c) For the purposes of this Article 66 and determining Tenant's Share of Building Operating Expenses and Tenant's Share of Project Operating Expenses, Landlord and Tenant hereby agree that the Operating Expenses for the Base Calendar Year shall be the greater of (A) the amount of Five Dollars and Sixty Five Cents ($5.65) per square feet of Rentable Area in the Premises, as increased by an amount determined by multiplying the amount of Five Dollars and Sixty Five Cents ($5.65) per square feet of Rentable Area in the Premises by the increase, if any, in the Index (as hereinafter defined) from the date of this Lease through December 31, 2002, being the amount budgeted by Landlord for Operating Expenses during the Base Calendar Year (the "Budgeted Operating Expenses"); or (B) the sum of the actual Operating Expenses incurred by Landlord during the Base Calendar Year and an amount equal to Twenty-five Cents ($.25) per square foot of Rentable Area in the Premises (the "Operating Expense Buffer"). Within sixty (60) days after the date of this Lease, Landlord shall pay all amounts payable deliver to Tenant for Tenant's approval a revised budget for Operating Expenses for the Base Calendar Year, which shall allocate in a reasonable manner the foregoing expenses between Building Operating Expense and Project Operating Expenses. Tenant shall not unreasonably withhold or delay Tenant's approval of Landlord's budget. If Tenant disapproves Landlord's revised budget, then Tenant shall notify Landlord of the reasons therefor and Landlord and Tenant shall thereafter negotiate reasonably to agree upon a revised budget. If they are unable to so agree within sixty (60) days after Landlord delivers its proposed revised budget to Tenant, then the dispute shall be resolved in accordance with the Real Estate Industry Arbitration Rules of the American Arbitration Association. After Landlord and Tenant agree on (or arbitration establishes) a revised budget that allocates Budgeted Operating Expenses between Building Operating Expenses and Project Operating Expenses: (i) Building Operating Expenses for the Base Calendar Year shall be the greater of (x) the amount of the Budgeted Operating Expenses allocated to Building Operating Expenses, or (y) the sum of the actual Building Operating Expenses incurred by Landlord during the Base Calendar Year and an amount equal to the Board portion of Managers or the Operating Expense Buffer that is allocated to the Verizon Units Owner Building Operating Expenses; and (as defined ii) Project Operating Expenses for the Base Calendar Year shall be the greater of (x) the amount of the Budgeted Operating Expenses allocated to Project Operating Expenses, or (y) the sum of the actual Project Operating Expenses incurred by Landlord during the base Calendar Year and an amount equal to the portion of the Operating Expense Buffer that is allocated to the Project Operating Expenses. For purposes of the foregoing, the Operating Expense Buffer shall be allocated between Building Operating Expenses and Project Operating Expenses in the Declaration) which Landlord is obligated same proportion that actual Building Operating Expenses for the Base Calendar Year bears to pay under actual Project Operating Expenses for the DeclarationBase Calendar Year. Without duplicating any amounts Tenant’s Share of Building Operating Expenses and Tenant’s Share of Project Operating Expenses payable pursuant to Article 5, Tenant shall pay directly subsections (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) above shall thereafter be determined based on the charges for Metered Services (as defined in approved revised budget submitted by Landlord. For the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 purposes of this LeaseSection 6.01, the term “Index” shall mean the Department of Labor, Bureau of Labor Statistics, Consumer Price Index, Subgroup “Urban Wage Earners and Clerical Workers (Revised)", and Los Angeles - Long Beach -Anaheim - Riverside Xxxxxxxxxxxx Xxxx (v) any negligent or intentional act or omission by Landlord0000-00 = 100). Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject If and to the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord extent that Sublandlord is ------------------ obligated to pay additional rent under the Declaration. Without duplicating any amounts payable pursuant Prime Lease, whether such additional rent is to Article 5reimburse Prime Landlord for taxes, Tenant operating expenses, common area maintenance charges, insurance or other expenses incurred by Prime Landlord in connection with the Premises, the Building or the property or project of which the Building is a part (the "Property"), Subtenant shall pay directly to Sublandlord one -------- hundred percent (a100%) the actual amount owed, pursuant of such additional rent (to the Declarationextent such additional rent is attributable to events occurring during the Term) (collectively, by Landlord "Operating Expenses"), payable in accordance with this Section. Prior to the Board ------------------- Commencement Date, Sublandlord shall send to Subtenant a statement showing the estimated Operating Expenses for the current period for which Operating Expenses are due under the Prime Lease. At the same time and in the same manner as monthly installments of Managers or Estimated Minimum Rent are due, Subtenant shall pay to Sublandlord 100% of the monthly installments of estimated Operating Expenses as shown on such statement. Promptly after receipt of a new xxxx from Prime Landlord for estimated Operating Expenses, if any, Sublandlord shall provide to Subtenant a copy of such xxxx showing revised amounts for estimated Operating Expenses, which new xxxx may cover periods prior to the Verizon Units Owner, and attributable date of the new xxxx to the Demised Premisesextent Sublandlord is responsible for the payment thereof under the terms of the Prime Lease; from and after receipt of such new xxxx, Subtenant shall pay to Sublandlord 100% of the estimated monthly installments of Operating Expenses and retroactive payments, if any, as shown thereon. Unless and until Subtenant receives a new xxxx for estimated Operating Expenses, Subtenant shall continue to pay each month the monthly installments of estimated Operating Expenses as shown on the most recent xxxx. Promptly after receipt of a reconciliation statement from Prime Landlord with respect to Operating Expenses, Sublandlord shall provide Subtenant with a copy of such statement. If the Termreconciliation statement shows that Subtenant overpaid Operating Expenses, subject to then upon receipt by Sublandlord from Prime Landlord of such overpayment amount or a credit therefor, Subtenant shall receive payment of such overpayment amount or, if Sublandlord receives a credit, then a credit against the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined next installment of Estimated Minimum Rent in the Declarationamount of the overpayment; if the statement shows an underpayment of Operating Expenses, Subtenant shall pay to Sublandlord the full amount of the underpayment within five (5) supplied to business days. If Sublandlord audits Operating Expenses and such audit results in a cash payment or credit from Prime Landlord, Subtenant shall receive from Sublandlord a cash payment or credit, respectively, in the Demised Premises. The charges for Metered Services shall be deemed to have been paid when same amount less any administrative fee or charge incurred by Sublandlord in connection with the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlordaudit. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject (1) The Additional Rent charges for the Operating Expenses for the Initial Space and, if applicable, for the Remaining Space shall be reasonably estimated on a monthly basis, and such monthly estimate shall be payable commencing on January 1, 2009 and thereafter with the monthly payment of Minimum Rent and other Additional Rent. An adjustment to the remainder estimated payments shall be made by the Landlord each year after the actual cost and expense of the Operating Expenses of the prior year is known and any overpayments shall be credited against the next months’ Additional Rent payments due hereunder. Any underpayments shall be paid by the Tenant to the Landlord within the next month’s Additional Rent payment next due hereunder, subject to any grace period set forth hereunder. (2) Landlord shall give Tenant each calendar year during the Term of this Article 6Lease by April 1 of each year, a statement showing the amount of the Operating Expenses for the Initial Space and for the Remaining Space for the immediately preceding calendar year and an estimate of Tenant’s annual cost for the current year (hereafter referred to as the “Statements”) for the Initial Space and for the Remaining Space. Failure by Landlord to give a Statement shall pay all amounts payable not constitute a waiver by Landlord of its right to require Tenant’s payment of the Board previous year’s Operating Expenses. Provided, however, if the Statement for the previous year is not given to Tenant by July 1 of Managers or to each year during the Verizon Units Owner (as defined in the Declaration) which Landlord is Term, Tenant shall not be obligated to pay under Operating Expenses until a Statement is given to Tenant. (3) If the DeclarationTenant shall dispute in writing any specific item or items or amounts included by the Landlord in any Statement furnished by the landlord to the Tenant and such dispute is not amicably settled between the Landlord and the Tenant within one hundred eighty (180) days after the Statement therefor has been rendered, either party may, during the one hundred eighty (180) days next following the expiration of the first mentioned one hundred eighty (180) days (upon written notice to the other party accompanied by a copy of its letter of submission setting forth the items of dispute) refer such disputed item or items to arbitration in accordance with Article 36 of this Lease and the decision rendered in such arbitration shall be conclusive and binding upon the Landlord and the Tenant. Without duplicating In no event, however, shall any amounts payable pursuant dispute or the submission of same to Article 5arbitration be grounds for any delay or reduction by the Tenant in the payment of the monies due to the Landlord as reflected in the Statement in question, except as set forth hereinabove. The Landlord shall have the right, for a period of twelve (12) months after the rendering of any Statements (or for a longer period, if reasonably required in order to ascertain the facts) to send corrected Statements to the Tenant, and the Tenant shall pay directly (a) the actual any amount owed, pursuant indicated therein to be due to the DeclarationLandlord within one hundred twenty (120) days after such corrected Statement has been rendered. If the Tenant shall not so dispute any item or items of any Statement or corrected Statement within sixty (60) days after such Statement or corrected Statement has been rendered, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services Tenant shall be deemed to have been paid when incurred approved such Statement or corrected Statement. (4) The Landlord shall keep, for a period of one (1) year after Statements are rendered as provided in this Article 5.G., records in reasonable detail of the items covered by such Statements and shall permit the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements upon the giving of reasonable prior notice, to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease)examine and audit such records to verify such Statements, and (v) any negligent or intentional act or omission by Landlordat reasonable times during business hours. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject to (a) For each calendar year occurring during the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Term, Tenant shall pay directly to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (athe amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the actual amount owedfirst calendar year occurring within the Term (i.e., pursuant to the Declarationcalendar year commencing on January 1,2004 and ending on December 31,2004), by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services Operating Expenses shall be deemed to have been consist only of amounts paid when or incurred by on, or subsequent to, the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capitalCommencement Date, capital improvements or otherwise), but including sums expended from reserves, and (ii) for any calendar year which ends later than the failure by Landlord last day of the Term, the Tenant’s Operating Expense Share shall be prorated to timely correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any amount due under such calendar year, Tenant, on the Declarationfirst (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (iiiA) any other default Landlord, by Landlord of its obligations under the Declaration not attributable notice to a default by or an act or omission of Tenant, (iv) may, at any capital improvements time and from time to time during any calendar year, reduce the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 amount of this Lease)the Monthly Estimated OE Payment for such calendar year, and (vB) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31,2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any negligent or intentional act or omission by Landlordcalendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Term. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term (2) Any overpayment or underpayment of this Lease, Tenant’s obligations with respect thereto Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be equitably pro-ratedreconciled after the end of such calendar year as provided in Section 2.2(f). Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.________________________________________________________________________________________________________________________

Operating Expenses. Section 6.1 Subject In addition to the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts Base Rent payable by Tenant pursuant to this Article 6 may be referred Section 4, above, on the first day of each calendar month beginning after the Lease Commencement Date, Tenant shall pay to Landlord, as Rent, without notice, demand, offset, or deduction, one-twelfth of all Operating Expenses for the calendar year in which the Lease Commencement Date occurs, and for each calendar year thereafter during the Term, as estimated by either party for resolution by arbitration Landlord in the most recently-delivered Estimated Statement (as defined below). Landlord shall deliver to Tenant, prior to the commencement of the Lease Commencement Date and prior to each anniversary of the Lease Commencement Date thereafter, a written statement (“Estimated Statement”) setting forth Landlord’s estimate of the Operating Expenses allocable to the ensuing calendar year (or portion thereof). Landlord may, at its option, during any such year (but no more than twice in any one calendar year), deliver to Tenant a revised Estimated Statement, revising Landlord’s estimate of the Operating Expenses in accordance with Article 28Lxxxxxxx’s most current estimate. No later than one hundred twenty (120) days after the end of each calendar year during the Term, Landlord shall deliver to Tenant a written statement (“Actual Statement”) setting forth the actual Operating Expenses allocable to such calendar year. Tenant’s failure to object to Landlord regarding the contents of an Actual Statement, in writing, within one hundred twenty (120) days after delivery to Tenant of such Actual Statement shall constitute Tenant’s absolute and final acceptance and approval of the Actual Statement, except in the event Tenant is later able to prove fraud or intentional misrepresentation. Following Landlord’s receipt of Tenant’s written request, Landlord shall also provide Tenant with reasonable back-up information (e.g., tax bills, bills for utility costs, etc.) as well as explanations based on known costs and reasonable projections. If the sum of Tenant’s monthly payments actually paid by Tenant during any calendar year exceeds Tenant’s obligations for Operating Expenses allocable to such year as reflected in an Actual Statement, then such excess will be credited against Txxxxx’s future monthly payments of Operating Expenses, unless such year was the year during which the Term expires or is terminated (the “Last Calendar Year”), in which event either (i) such excess shall be credited against any monetary default or outstanding obligation of Tenant under this Lease, or (ii) if Tenant is not in default under this Lease and has no outstanding monetary obligations at such time, then Landlord shall pay to Tenant such excess within thirty (30) days after the expiration or termination of the Term. If the sum of Tenant’s monthly payments of Operating Expenses actually paid by Txxxxx during any calendar year is less than Tenant’s Proportionate Share of the actual Operating Expenses allocable to such year, then Tenant shall, within thirty (30) days of delivery of the Actual Statement, pay to Landlord the amount of such deficiency. The pro-ration obligations under references in this Article 6 Section to the actual Operating Expenses allocable to a calendar year shall include, if such calendar year is the Last Calendar Year, the actual Operating Expenses allocable to the portion of such year prior to the expiration or termination of the Term, calculated on a pro rata basis, without regard to the date of a particular expenditure. The provisions of this Section shall survive the expiration or sooner termination of this Lease, and even though the Term has expired, and Tenant has vacated the Premises, when the final determination is made of Operating Expenses for the year in which this Lease terminates, which shall be within one hundred twenty (120) days after the end of such year, Tenant shall promptly pay any increase due over the estimated expenses paid by Tenant pursuant hereto and conversely any overpayment made in Tenant’s estimated payments shall be promptly rebated by Landlord to Tenant. Notwithstanding the foregoing, if Landlord fails to provide the Actual Statement within thirty (30) days after written notice from Tenant that Landlord did not deliver the Actual Statement by the applicable date set forth herein, Landlord shall not have the right to collect from Tenant any underpayment of Tenant’s Proportionate Share of Operating Expenses that may be determined for the period covered by such Actual Statement. Landlord shall not recover more than one hundred percent (100%) of the Operating Expenses actually incurred by Landlord and in the event that Landlord shall collect more than one hundred percent (100%), Landlord shall promptly reimburse to Tenant, Txxxxx’s Proportionate Share of any such excess to the extent paid by Txxxxx.

Operating Expenses. Section 6.1 Subject In the event Landlord's operating expenses for the Building shall, in any calendar year during the Term, exceed the sum of those expenses accrued during the 1997 base year ("Excess Expenses") Tenant shall pay as additional rent Tenant's Proportionate Share of Excess Expenses. In order to provide current payments on account of Excess Expenses Tenant shall, at Landlord's request, pay as additional rent, an amount equal to Tenant's Proportionate Share of the remainder Excess Expenses due for the ensuing twelve (12) months, as estimated by Landlord from time to time, in twelve (12) equal monthly installments, commencing on the first day of this Article 6the month following the month in which Landlord notifies Tenant of the amount. Following the close of each calendar year, Landlord shall provide Tenant with a statement showing in reasonable detail all computations of additional rent under this section. If Tenant's Proportionate Share of the actual Excess Expenses for the preceding calendar year exceeds the aggregate of the estimated monthly payments made by Tenant for such year, Tenant shall within thirty (30) days of the receipt of the statement, pay all to Landlord as additional rent an amount equal to such excess. If such aggregate of the estimated monthly payments exceeds Tenant's Proportionate Share of the actual Excess Expenses for such calendar year, Landlord shall credit against Tenant's next ensuing monthly installment or installments of the rent an amount equal to such difference until the credit is exhausted. No interest or penalties shall accrue on any amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under credit to Tenant by reason of this provision. The obligations of Tenant and Landlord to make payments or credits required by this provision shall survive the DeclarationTermination Date. Without duplicating Notwithstanding any amounts other provisions in this Lease, during the year in which the Lease terminates, Landlord, prior to the Termination Date, shall have the option to invoice Tenant for Tenant's Proportionate Share of the Excess Expenses based upon the previous year's operating expenses; provided, that such invoicing shall not eliminate the need for reconciliation and adjustment based on actual expenses for such year, when such expenses are known. If the Lease shall terminate on a day other than the last day of the calendar year, the amount of any additional rent payable by Tenant applicable to the year in which such termination Each statement given by Landlord or the Building Manager pursuant to Article 5this section shall be conclusive and binding upon Tenant unless within ninety (90) days after receipt of such statement Tenant shall notify Landlord that it disputes the correctness of the statement, specifying the particular respects in which it is claimed to be incorrect. If such dispute shall not have been settled by agreement, then, pending the legal determination of such dispute, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed additional rent in accordance with Article 13 such statement and such payment shall be without prejudice to Tenant's position. If the dispute shall be determined in Tenant's favor, Landlord shall forthwith credit to Tenant the amount of this Lease)Tenant's overpayment of additional rent resulting from compliance with Landlord's statement. Landlord shall keep complete and accurate books and records relating to "Operating Expenses", as defined below, for at least three (3) years after the end of the calendar year in which such Operating Expenses were incurred. Tenant may, at Tenant's initial expense, cause such books and records to be audited by an independent auditor satisfactory to Tenant for the purpose of determining the validity of any claim by Landlord for Excess Expenses, provided that Tenant shall notify Landlord of Tenant's election to conduct such an audit not later than ninety (90) days after the end of the calendar year to be examined. If any such audit determines that Landlord's claim for Excess Expenses for any calendar year exceeds the amount to which Landlord was properly entitled, then Landlord shall forthwith refund the excess, and if the excess is more than three percent (v3%) of the amount properly due, then Landlord shall also pay the cost of the audit upon receipt of appropriate evidence of such cost. If during any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term calendar year of this Lease, Tenant’s obligations with respect thereto the occupancy of the Building averages less than one hundred percent (100%), it is agreed that the Operating Expenses shall be equitably pro-ratedrecomputed as though the Building had been 100% occupied for such calendar year. In making such recomputation, no adjustment shall be made in Operating Expenses that typically do not vary based on occupancy, such as but not limited to real property taxes, insurance premiums and costs associated with landscaping and other exterior maintenance. Any dispute concerning the calculation of amounts payable between Landlord and Tenant regarding Operating Expenses or Excess Expenses shall be resolved by Tenant pursuant to this Article 6 may be referred by either party for resolution by binding arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination commercial arbitration rules of this Leasethe American Arbitration Association, and judgment on any arbitration award may be entered and enforced by any court of competent jurisdiction.

Operating Expenses. (a) During the first Option Period, Tenant shall pay for Tenant’s Pro Rata Share of Operating Expenses in accordance with the terms of the Lease, including without limitation, the cap on Tenant’s Pro Rata Share of Operating Expenses as set forth in Section 6.1 Subject 6 of the First Amendment (which by its terms, as modified by Section 6 of the Second Amendment, applies only to the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner Original Premises (as defined in the DeclarationSecond Amendment) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant and does not apply to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services Expansion Space (as defined in the DeclarationSecond Amendment) supplied (the “Original Premises CAM Cap”). (b) In addition to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by Original Premises CAM Cap, during the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Leasefirst Option Term, Tenant’s obligations with respect thereto Pro Rata Share of Operating Expenses attributable to the Expansion Space shall not increase by more than 5% per calendar year on a compounding and cumulative basis throughout the first Option Term, prorated and adjusted for any partial years (e.g. Tenant’s Pro Rata Share of Operating Expenses for 2015 shall not exceed 105% of Tenant’s Pro Rata Share of Operating Expenses for 2014; Tenant’s Pro Rata Share of Operating Expenses for 2016 shall not exceed 105% of the maximum allowable amount of Tenant’s Pro Rata Share of Operating Expenses permitted for 2015; etc.). If Tenant exercises one or more of the remaining Extension Option(s) provided in Section 8 of the First Amendment, then Tenant’s Pro Rata Share of Operating Expenses during each Option Term shall be equitably pro-rated. Any dispute concerning subject to the calculation foregoing 5% per annum cap, with the cap on Tenant’s Pro Rata Share of amounts payable Operating Expenses for the first calendar year during each Option Term to be 5% in excess of the maximum allowable amount of Tenant’s Pro Rata Share of Operating Expenses permitted for the calendar year immediately preceding the first calendar year of the applicable Option Term; provided, however, Landlord shall have the right, by written notice delivered to Tenant pursuant no later than sixty (60) days prior to this Article 6 may the commencement date of the applicable Option Term, to designate that the cap on Tenant’s Pro Rata Share of Operating Expenses for the first calendar year during such Option Term shall instead be referred by either party 5% in excess of the actual Tenant’s Pro Rata Share of Operating Expenses for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination calendar year immediately preceding the first calendar year of this Leasesuch Option Term.

Operating Expenses. Section 6.1 Subject This Lease is intended by the parties hereto to be a so-called net lease throughout the remainder Term and the Fixed Rent shall be received by Landlord net of this Article 6all costs and expenses for Real Estate Taxes, Landlord shall pay all amounts payable to the Board Operating Expenses and other Additional Rent, and free of Managers cost, charge, offset, diminution or to the Verizon Units Owner (other deduction except as defined in the Declaration) which Landlord is obligated to pay under the Declarationotherwise expressly provided herein. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owedto Landlord, pursuant in addition to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning to the calculation payment of amounts payable Tenant’s Pro Rata Percentage of Real Estate Taxes (as defined below) and Operating Expenses (as defined below), all other costs which are specifically set forth herein, in the same manner as Fixed Rent, upon demand (or as otherwise provided herein) as Additional Rent, together with reasonable attorney’s fees incurred by Tenant the Landlord in connection with consents to *Omitted information is the subject of a request for confidential treatment pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with Article 28the Securities and Exchange Commission. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination subleases and assignments of this LeaseLease requested by Tenant, where such consent is required. Tenant shall not raise any counterclaims (other than any compulsory counterclaims) in any action to recover Fixed Rent or Additional Rent hereunder. As set forth above, commencing on the Delivery Date, Tenant shall pay to Landlord, its Tenant’s Pro Rata Percentage of the aggregate of Operating Expenses (as hereinafter defined) and Real Estate Taxes (as hereinafter defined) incurred by Landlord during each year or portion thereof of the Term. Tenant’s Pro Rata Percentage is set forth on Exhibit 4.1, provided that Tenant’s Pro Rata Percentage may not be adjusted unless (i) Landlord or another tenant constructs an addition to the Building or (ii) Tenant consents in writing to an adjustment being made for any other reason (which consent will not be unreasonably delayed, conditioned or withheld).

Operating Expenses. (a) Tenant shall pay to Landlord Tenant's Share of all Operating Expenses (defined in Section 6.1 Subject 5.2(b) below) for each calendar year, or part thereof, during the Lease Term (subject to any waiver of Additional Rent as expressly provided in this Lease). Tenant's Share of Operating Expenses per month for the remainder period ending December 31, 2001, shall not exceed Tenant's Share of this Article 6Monthly Operating Expense Base (Section 1(j)). On or before the beginning of each calendar year during the Lease Term, Landlord shall pay all amounts payable endeavor to submit to Tenant a written estimate of Tenant's Share of Operating Expenses for the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5upcoming calendar year, Tenant shall pay directly Tenant's Share of Operating Expenses for each calendar year or partial calendar year in monthly installments, based upon Landlord's estimate, on the first (1st) day of each calendar month. Within ninety (90) days after the end of each calendar year or partial calendar year, Landlord shall furnish Tenant with a statement of the actual amount of Tenant's Share of Operating Expenses for such period (the "Year-End Statement"), but Landlord's failure to timely provide such statement shall not constitute a waiver of Landlord's right to submit such statement subsequent to the end of such ninety (90) day period and shall not affect Landlord's right to collect or Tenant's obligation to pay any amounts due thereunder. Tenant shall have the right, at its expense, to have a certified public accountant review Landlord's books and records relating to the Operating Expenses for such period at Landlord's office during normal business hours and after reasonable notice to Landlord and shall have sixty (60) days after delivery of the Year-End Statement to object in writing to the accuracy of the Year-End Statement. If Tenant does not object within such sixty (60) day period, the Year-End Statement shall be conclusive and binding on Tenant. Objections by Tenant shall not excuse or abate Tenant's obligations to make payments required under this Sectxxx 0.2 (a) pending the resolution of Tenant's objections. If the total amount paid by Tenant under this Section 5.2(a) for any calendar year is less than the actual amount oweddue from Tenant for such year as shown on the Year-End Statement, pursuant Tenant shall pay the difference to Landlord within fifteen (15) days after the Declarationfurnishing of each such statement. If the total amount paid by Tenant hereunder for any such calendar year exceeds the actual amount due from Tenant for such calendar year, by such excess shall be credited against the next installment due from Tenant to Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in under this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise5.2.(a), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. 4.1. LESSEE shall pay to LESSOR, as Additional Rent, LESSEE'S Proportionate Share of LESSOR'S Operating Expenses for any calendar year during the Term. LESSEE'S Proportionate Share of LESSOR'S Operating Expenses for less than a year shall be prorated and apportioned. 4.2. On or about the Commencement Date, and thereafter within ninety (90) days following the first day of each succeeding calendar year within the Term, LESSOR shall determine or estimate LESSEE'S Proportionate Share of LESSOR'S Operating Expenses for such calendar year ("LESSOR'S Estimated Operating Expenses") and shall submit such information to LESSEE in a written statement ("LESSOR'S Expense Statement"). 4.3. Commencing on the first Basic Rent Payment Date following the submission of any LESSOR'S Expense Statement and continuing thereafter until LESSOR renders the next LESSOR'S Ex­pense Statement, LESSEE shall pay to LESSOR on account of its obligation under Section 6.1 Subject 4.1 of this Lease, a sum (the "Monthly Expense Payment") equal to one-twelfth (1/12) of LESSEE'S Propor­tionate Share of LESSOR'S Estimated Operating Expenses for such calendar year. LESSEE'S first Monthly Expense Payment after receipt of LESSOR'S Expense Statement shall be accompanied by the payment of an amount equal to the remainder product of the number of full months, if any, within the calendar year which shall have elapsed prior to such first Monthly Expense Payment, times the Monthly Ex­pense Payment; minus any Additional Rent already paid by LESSEE on account of its obligation under Section 4.1 of this Article 6Lease for such calendar year. 4.4. LESSOR shall use reasonable efforts to deliver to LESSEE within 120 days after each calendar year a statement of the final Operating Expenses for the immediately preceding calendar year which shall reconcile the payments made by LESSEE for such calendar year. Any balance due to LESSOR shall be paid by LESSEE within thirty (30) days after LESSEE'S receipt of the final LESSOR'S Expense Statement; any surplus due to LESSEE shall be applied by LESSOR against the next accruing monthly installment(s) of Additional Rent due under this Article. If the Term has expired or has been terminated, Landlord LESSEE shall pay all amounts payable the balance due to LESSOR or, alternatively, LESSOR shall refund the surplus to LESSEE, whichever the case may be, within thirty (30) days after LESSEE'S receipt of the final LESSOR'S Expense Statement; provided, however, if the Term shall have been terminated as a result of a default by LESSEE, then LESSOR shall have the right to retain such surplus to the Board extent LESSEE owes LESSOR any Basic Rent or Additional Rent. 4.5. LESSEE or its representative shall have the right to examine LESSOR'S books and records with respect to the reconciliation of Managers LESSOR'S Operating Expenses for the prior calendar year set forth in the final LESSOR'S Expense Statement during normal business hours at any time within thirty (30) days following the delivery by LESSOR to LESSEE of such final LESSOR'S Expense Statement. Unless LESSEE shall give LESSOR a notice objecting to said reconciliation and specifying the respects in which said reconciliation is claimed to be incorrect within ten (10) days after the date of said examination, said reconciliation shall be considered as final and accepted by LESSEE. Notwithstanding anything to the contrary contained in this Article, LESSEE shall not be permitted to examine LESSOR'S books and records or to dispute said reconciliation unless LESSEE has paid to LESSOR the Verizon Units Owner (amount due as defined in the Declaration) which Landlord shown thereon; said payment is obligated a condition precedent to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly said examination and/or dispute. (a) If LESSOR shall receive any refund of Taxes in respect of a calendar year and if LESSEE shall have paid Additional Rent pursuant to this Article 4 for said calendar year, LESSOR shall credit to LESSEE LESSEE'S Proportionate Share of such refund (based upon the actual portion of said Taxes paid by LESSEE) against the next accruing monthly installment(s) of Additional Rent due under this Article, or if the Term shall have expired, LESSEE'S Proportionate Share of such refund shall be refunded to LESSEE within thirty (30) days after receipt thereof by LESSOR; provided, however, if the Term shall have expired as a result of a default by LESSEE, then LESSOR shall have the right to retain LESSEE'S Proportionate Share of the refund to the extent LESSEE owes LESSOR any Basic Rent or Additional Rent. (b) while proceedings for the reduction in assessed valuation for any year are pending, the computation of the Taxes shall be based upon the original assessments for such year. (c) Notwithstanding anything to the contrary contained in this Lease, LESSEE shall not have the right to contest or appeal the validity of any Taxes or the amount owedof the assessed valuation of the Premises without the prior written consent of LESSOR. 4.7. In no event shall any adjustment in LESSEE'S obligation to pay Additional Rent under this Article 4 result in a decrease in the Basic Rent payable hereunder. LESSEE'S obligation to pay Additional Rent, and LESSOR'S obligation to credit and/or refund to LESSEE any amount, pursuant to the Declarationprovisions of this Article 4, by Landlord shall survive the Termination Date. 4.8. LESSEE shall also pay to LESSOR, as Additional Rent, upon demand, the Board amount of Managers or to the Verizon Units Owner, and any increase in LESSOR'S Operating Expenses which is attributable to LESSEE'S use or manner of use of the Demised Premises, with respect to activities conducted on or about the TermDemised Premises by LESSEE or on behalf of LESSEE or to any additions, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied improvements or alterations to the Demised PremisesPremises made by or on behalf of LESSEE. 4.9. The charges for Metered Services provisions of Section 29.3 shall be deemed apply to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by LandlordLESSOR'S Expense Statement. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject (a) Paragraph 16.3 of the Lease is hereby amended to provide that (i) for the remainder of this Article 6period from April 1, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 52016 through March 31, 2022, Tenant shall not be required to pay directly more than Five Thousand Dollars (a$5,000) the actual amount owed, pursuant per repair or replacement for any repairs or replacements made to the DeclarationHVAC system serving the Premises, by Landlord nor more than Twenty-three Thousand Dollars ($23,000) per year, in the aggregate, for any repairs or replacements to the Board of Managers HVAC system serving the Premises; and (ii) if the total aggregate amount paid by Tenant for repairs or replacements to the Verizon Units OwnerHVAC system serving the Premises for the period from April 1, and attributable 2016 through March 31, 2022 exceeds $60,000, then Landlord shall replace the two (2) existing 75-ton box car HVAC units on the roof of the Building with two (2) new 75-ton box car HVAC units. Landlord may, however, in Landlord’s sole discretion elect to replace either or both of such HVAC units sooner. The foregoing limitation shall apply only to the Demised Premises, with respect cost of any repair and replacements to the Term, subject HVAC system and shall not apply to the exclusions set forth routine maintenance and servicing of the HVAC system, which shall be included in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied Operating Expenses, nor shall such limitation apply to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive cost of any amount due repairs or replacements to the HVAC system that are required as a result of the gross negligence or willful misconduct of Tenant, its agents, employees or contractors, which shall be paid by Tenant upon receipt of an invoice from Landlord for such repairs and/or replacements. Upon replacement of such 75-ton box car HVAC units, the cost of replacing such HVAC units with new 75-ton box car HVAC units shall be fully amortized over the useful life of such HVAC units and the annual amortized cost thereof shall be included in Operating Expenses annually as permitted by Paragraph 16.3 of the Lease. Accordingly, following the replacement of the existing 75-ton box car HVAC units with new 75-ton box car HVAC units, Landlord shall have no further obligation to replace such HVAC units if the total aggregate amount paid by Tenant thereafter for repairs or replacements (which shall include the annual amortized cost of replacing such HVAC units) exceeds $60,000. (b) Paragraph 16.3 of the Lease is hereby further amended to provide that (i) reserves (the maintenance cost center for working capital, capital improvements or otherwise), but including sums expended facilities maintenance shall be excluded from reserves, Operating Expenses and Tenant shall not be required to pay any costs which may incurred by Landlord in connection with such maintenance cost center; and (ii) the failure by Landlord to timely pay any amount due under management fee included in Operating Expenses shall not exceed 2.5% of the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without Rent throughout the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. The amount of the Annual Operating Expenses set forth in Section 6.1 Subject 1 above represents Tenant's Share of the estimated Operating Expenses (annualized) for the calendar year in which the Term commences. Landlord may adjust such amount from time to time if the remainder estimated Annual Operating Expenses increase or decrease; Landlord may also invoice Tenant separately from time to time for Tenant's Share of any extraordinary or unanticipated Operating Expenses. Each year (and as soon as practical after the expiration or termination of this Article 6Lease or, at Landlord's option, after a sale of the Property), Landlord shall pay all amounts payable provide Tenant with a detailed statement of Operating Expenses for the preceding calendar year or part thereof ("Statement"). Within 30 days after delivery of the Statement to the Board of Managers Tenant, Landlord or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord other the amount of any overpayment or deficiency then due from one to the Board of Managers other, or to at Landlord's option, unless the Verizon Units OwnerTerm has expired, Landlord may credit Tenant's account for any overpayment. If Tenant does not give Landlord notice within 90 days after receiving Landlord's Statement that Tenant disagrees with the Statement and attributable to specifying the Demised Premisesitems and amounts in dispute, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services Tenant shall be deemed to have been paid waived the right to contest the Statement. Notwithstanding that Tenant disagrees with the Statement, pending the resolution of such dispute, Tenant shall nonetheless pay any deficiency claimed by Landlord in the Statement and all of Tenant's Annual Operating Expenses when incurred by the Verizon Units Ownerdue. Occupancy Charges shall be exclusive of any amount due Tenant, at Tenant's expense (except as a result of (i) reserves (for working capital, capital improvements or otherwiseset forth below), but including sums expended from reserves, may audit the Statement under the following conditions: (iiA) Tenant provides notice of its intent to audit within 90 days after receiving the Statement; (B) the failure audit is performed by Landlord Tenant or a nationally-recognized Certified Public Accounting firm that has not been retained on a contingency basis or other basis where its compensation relates to timely pay any amount due under the Declaration, cost savings of Tenant; (iiiC) any other default the audit is completed no later than 45 days after the receipt by Landlord of Tenant's notice of intent to audit; (D) the audit must be conducted during normal business hours, at the location where Landlord maintains its obligations under books and records; (E) the Declaration not attributable to a default contents of the books and records of Landlord shall be kept confidential by or an act or omission of Tenant, (iv) its auditor and its other professional advisors, other than in the case of any capital improvements to the Building (including without limitation all structural repairs lawsuit or replacements performed in accordance with Article 13 of this Lease), as required by Laws; and (vF) in the event that Tenant or its auditor determines that an overpayment is due Tenant, Tenant or Tenant's auditor shall produce a detailed report addressed to both Landlord and Tenant with its calculated conclusions within the 45-day period to complete the audit. Landlord and Tenant shall work together in good faith to resolve any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for issues raised in Tenant's audit. In the event the parties determine an amount payable under Section 6.1 relates overpayment is due Tenant, the same shall be credited against future payments of Rent to periods both within and without Tenant (unless the Term has expired in which event, provided there is no Event of this LeaseDefault, Tenant’s obligations with respect thereto such amount shall be equitably pro-ratedpaid to Tenant within 30 days). Any dispute concerning If any overpayment is more than seven percent (7%) of the calculation Annual Operating Expenses, Landlord shall pay the reasonable costs of amounts payable by such audit, not to exceed $3,000.00; otherwise Tenant shall be responsible for all costs, expenses and fees incurred in connection with its audit. Landlord's and Tenant's obligation to pay any overpayment or deficiency due the other pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 Section shall survive the expiration or sooner termination of this Lease. Notwithstanding any other provision of this Lease to the contrary, Landlord may, in its reasonable discretion, determine from time to time the method of computing and allocating Operating Expenses, including the method of allocating Operating Expenses to various types of space within the Building to reflect any disparate levels of services provided to different types of space. If the Building is not fully occupied during any period, Landlord may make a reasonable adjustment based on occupancy (but only with respect to Operating Expenses which vary with occupancy) in computing the Operating Expenses for such period so that Operating Expenses are computed as though the Building had been fully occupied.

Operating Expenses. Section 6.1 Subject to (a) Commencing on January 1, 2010 (the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5“Expense Rent Commencement Date”), Tenant shall pay directly as Additional Rent Tenant’s Share referred to in Section 1(h) of the Lease of the “expenses” (aas hereinafter defined) of the actual amount owed, pursuant Property for any calendar year which occurs wholly or partially during the Term of this Lease in excess of the expenses of the Property for the calendar year referred to in Section 1(i) of this Lease (the “Base Expense Year”) (such Additional Rent is hereinafter called the “Expense Rent”). Tenant’s Share reflects the ratio of the rentable area of the Premises to the Declarationrentable area of the Buildings and may be modified from time to time in the event of a change in the total rentable floor area of the Premises or the total rentable floor area of the Buildings; provided, however that the total rentable floor area of the Premises shall not be increased unless requested or agreed to by Tenant, and the rentable floor area of the Buildings shall not be decreased except in connection with a casualty or condemnation as set forth in Sections 21 and 22 hereinbelow. The term “expenses” shall mean any and all costs incurred by Landlord to in connection with the Board ownership, operation, maintenance, care and repair of Managers the Property, including, but not limited to, gardening and landscaping; snow removal; repairing, resurfacing or to repaving the Verizon Units Ownerparking areas, roads or driveways on the Property; maintaining, repairing and attributable to replacing the Demised Premisesroof and structural portions of the Property; maintaining, repairing and replacing the heating, ventilating and air conditioning system and other mechanical systems serving the Buildings; reasonable premiums for fire and other casualty insurance, rent insurance, liability insurance, workers compensation insurance and other insurance with respect to the TermProperty; wages, subject medical insurance, pension payments and other fringe benefits of all employees servicing the Property consistent with practices in the locale of the Property; payroll taxes; labor and materials for repairs and replacements for the Buildings and its components and other improvements on the Property; trash removal; all common area cleaning; service contracts; electricity, gas, water, sewer and other utility charges and rents other than those directly metered or submetered to the exclusions set forth Premises; licenses and permits required for the ownership and operation of the Property; sales and use taxes payable in this Section 6.1 (“Occupancy Charges”) connection with tangible personal property and (b) services purchased for the charges for Metered Services (as defined in management, operation, maintenance, care and repair of the Declaration) supplied Property; fuel oil other than fuel oil directly metered or submetered to the Demised Premises. The charges for Metered Services shall be deemed ; painting; security; professional fees; administrative expenses; management fees (not to have been paid when incurred exceed 4% of the gross rent of the Property); and alterations and improvements made by reason of governmental requirements enacted after the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlorddate hereof. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject (a) This Lease contemplates a transaction commonly described as a “triple-net lease” whereby the parties intend that Tenant shall bear all of the costs related to the remainder operation, repair, maintenance, management, restoration and replacement of the Building or any portion thereof, except as otherwise expressly set forth in this Article 6Lease (collectively, Landlord shall pay all amounts payable “Operating Expenses”). In addition to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Base Rent, Tenant shall pay directly to Landlord during the Term of this Lease one hundred percent (a100%) of Operating Expenses as provided in this Section 3.3. Beginning on the actual amount owedRent Commencement Date, pursuant to (i) Tenant shall be responsible for one hundred percent (100%) of the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and Operating Expenses attributable to the Demised PremisesBuilding and the land, with respect landscaping, sidewalks and parking areas serving or more adjacent to the TermBuilding and other facilities shown on Exhibit “C” (such land, subject landscaping, sidewalks, parking and other facilities, the “5880 Facilities”, as distinguished from the land, landscaping, sidewalks and parking areas serving or more adjacent to the exclusions set forth 5870 Building), including all of the costs related to the operation, repair, maintenance, management, restoration and replacement of common areas; (ii) Tenant shall pay Operating Expenses directly to the service providers, contractors or other appropriate third parties, except as provided below in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, 3.3; (iii) any other default by Landlord of its obligations under Tenant shall maintain, repair and replace the Declaration not attributable to a default by Building Systems and shall make such structural or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance as may be necessary to comply with Article 13 of Tenant’s obligations under this Lease), provided, that, Tenant shall not be obligated to make any structural or capital improvements to the foundation, roof, or structural or exterior walls of the Building; (iv) Landlord shall be responsible only for costs related to the foundation, roof, and structural and exterior walls of the Building; and (v) any negligent or intentional act or omission by LandlordTenant shall continue to pay Landlord directly for the Real Property Taxes. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts (b) Operating Expenses payable by Tenant shall include, without limitation: (i) costs and expenses incurred in the operation, repair, maintenance, management and replacement of (A) surfaces, coverings and parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, parkways, driveways, landscaped areas, striping, irrigation systems, lighting facilities, fences and gates, and all taxes and assessments, utilities, insurance premiums, administrative charges and other costs; and (B) all heating, air conditioning, plumbing, electrical systems, life safety equipment, telecommunications equipment, elevators and escalators, tenant directories, fire detection systems, sprinkler systems and other equipment servicing the Building (the items in (B), collectively, “Building Systems”); (ii) janitorial and trash disposal for the common areas; (iii) the cost incurred in connection with the implementation or operation of a transportation system management program or similar program, and the cost of any equipment rental agreements or personal property used in connection with the maintenance, operation or repair of the Building; (iv) the cost of the premiums for the liability and property insurance policies (including, but not limited to, boiler and machinery insurance), earthquake and flood insurance and other insurance policies maintained by Landlord, pursuant to Section 7 below; (v) the cost of water, sewer, gas, electricity, heating, ventilation, air-conditioning and other utilities or services provided to the Building; (vi) replacing and/or adding improvements mandated by any governmental agency and any repairs or removals necessitated thereby, except for any capital improvements, repairs and/or replacements made by Landlord to the foundation, roof (subject to clause (ix) below), and structural and exterior walls of the Building as these expenses shall be at Landlord’s sole cost and expense; (vii) replacing equipment or improvements (other than the foundation and the structural and exterior walls of the Building); (viii) association fees payable pursuant to the CC&Rs and any other owners’ association dues or fees; and (ix) the “amortized” amount applicable to the respective Lease year of any reasonably incurred cost by Landlord of replacing the roof, which cost shall be amortized without interest over the reasonable life of the replaced roof, in accordance with generally accepted accounting principles consistently applied. The components of Operating Expenses listed as items (iv) and (viii) above (i.e., insurance costs and association fees), together with Real Property Taxes, shall be paid directly by Landlord. Tenant shall pay Landlord such costs, together with an administrative fee equal to two percent (2%) of Base Rent, within fifteen (15) days after delivery of invoice therefor to Tenant from Landlord, which invoice shall include the itemized bxxx received by Landlord for such item. Tenant shall have no obligation to reimburse Landlord for any Operating Expenses pursuant to this Article 6 may be referred by either party Section 3.3 other than for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive items (iv) and (viii) above, the expiration or sooner termination of this LeaseReal Property Taxes and the administrative fee.

Operating Expenses. Section 6.1 Subject to (a) During each month of the remainder Term (commencing on the Commencement Date, notwithstanding that Base Rent commences on the Rent Commencement Date), on the first day of this Article 6each calendar month during the Term, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5advance, Tenant shall pay directly (a) Landlord an amount equal to 1/12th of Tenant’s Proportionate Share of the annual cost of estimated Operating Expenses for the Project for the relevant calendar year. Payments for any fractional calendar month shall be prorated. Landlord shall provide its estimate of Operating Expenses for each calendar year of the Term prior to the commencement of such calendar year, provided that Landlord may reasonably revise its estimate at any time and the additional estimate shall be payable as equal additions to Operating Expenses for the remainder of the calendar year. If Tenant’s total payments of Operating Expenses for any year are less than the actual Operating Expenses for such year, then Tenant shall pay the difference to Landlord within thirty (30) days after written demand, and if more, then Landlord shall retain such excess and credit it against Tenant’s next payments of Operating Expenses (or if at the end of the Term, refund such amount owedto Tenant within thirty (30) days following the Expiration Date. Notwithstanding the above, pursuant Landlord shall have the right, but not the obligation, to equitably adjust Tenant’s Proportionate Share of any specific Operating Expense so as to render such expense payable proportionately by those tenants benefited by the Declarationsame or otherwise in order to appropriately allocate such Operating Expense to cover the area covered by such Operating Expense. In addition, in the event the average occupancy level of the Building for any calendar year was or is not one hundred percent (100%) of full occupancy, then the estimated Operating Expenses and actual Operating Expenses for such year shall be proportionately adjusted by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to reflect those costs which would have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to occurred had the Building been one hundred percent (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v100%) any negligent or intentional act or omission by Landlordoccupied during such year. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject to the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord This Lease is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Ownera triple net lease, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services Base Rent shall be deemed paid to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive Landlord absolutely net of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements all costs and expenses relating to the Building and Tenant’s Proportionate Share (including without limitation all structural repairs or replacements performed defined below) of the Complex, except as specifically provided to the contrary in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of . As used in this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation “Proportionate Share” of Operating Expenses, Real Property Taxes and other Direct Expenses (as defined below in this Paragraph 5(e)) or other amounts payable by Tenant shall be deemed to be thirty-six percent (36%), provided that with respect to any Operating Expenses that are allocable solely to the Building (and not to the Other Building) Tenant’s Proportionate Share shall be one hundred percent (100%). Similarly, with respect to Operating Expenses that are allocable solely to the Other Building (or any collection of buildings now or hereafter located at the Complex but not the Building), Tenant’s Proportionate Share will be zero percent (0%). The parties hereby agree that the Premises contain 64,000 rentable square feet, there shall be no adjustment in the Base Rent or other amounts set forth in this Lease that are determined based upon rentable or usable square feet of the Premises, and Tenant shall have no right to terminate this Lease or receive any adjustment or rebate of any Base Rent or Additional Rent payable hereunder if the square footage of the Complex or the Premises is incorrect. However, if the rentable area of the Complex is changed by the construction of new rentable area on the Land (other than with regard to increases to the rentable area of the Building as the result of the Lobby Changes, if any, made by Tenant pursuant to this Article 6 may Section 5.7 of the Tenant Work Letter), Tenant’s Proportionate Share shall be referred by either party for resolution by arbitration in accordance with Article 28adjusted accordingly. The pro-ration obligations under this Article 6 shall survive Beginning on the first (1st) day immediately following the expiration of the Additional Rent Abatement Period, Tenant shall pay to Landlord or sooner termination to Landlord’s designated agent, in addition to the Base Rent and as Additional Rent, the following (collectively, “Direct Expenses”): (i) Tenant’s Proportionate Share of all Real Property Taxes for the Complex as set forth in Paragraph 14, and (ii) Tenant’s Proportionate Share of insurance premiums and deductibles relating to the Complex and Premises, as set forth in Paragraph 18, and (iii) Tenant’s Proportionate Share of other Operating Expenses required to be paid under Paragraph 8, and (iv) All charges, costs and expenses that Tenant is required to pay hereunder other than Base Rent, together with all interest and penalties, costs and expenses (including reasonable attorneys’ fees and legal expenses), that may accrue thereto in the event of Tenant’s failure to pay such amounts, and all damages, reasonable costs and expenses that Landlord may incur by reason of default of Tenant or failure on Tenant’s part to comply with the terms of this Lease.

Operating Expenses. Section 6.1 Subject Except as set forth in the following sentence, all expenses and other costs in respect of the ownership, operation and maintenance of the Excluded Casinos shall be paid, to the remainder of this Article 6extent permitted by applicable law, Landlord by the Cotai Strip Excluded Subsidiary or Additional Development Excluded Subsidiary, as the case may be, that owns the associated Excluded Casino Hotel Resort or Additional Development (or another Person that is not a Loan Party on their behalf) and, if operating costs and expenses are required by applicable law to be paid by a Loan Party, shall pay all amounts payable to be paid solely from the Board of Managers or to Excluded Bank Accounts. To the Verizon Units Owner (as defined extent that the proceeds in the Declaration) which Landlord is obligated applicable Excluded Bank Accounts are insufficient to pay under fund such operating costs and expenses then due and payable, the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant Loan Parties shall pay directly (a) cause the actual amount owedapplicable Cotai Strip Excluded Subsidiary or Additional Development Excluded Subsidiary, pursuant as the case may be (or another Person that is not a Loan Party on their behalf) to promptly make deposits into the DeclarationExcluded Bank Accounts sufficient to cover all such costs and expenses, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and and/or (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by utilized capacity to make Investments pursuant to an applicable clause of subsection 7.3 to the Verizon Units Owner. Occupancy Charges extent of such costs and expenses (and the Company shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwisepermitted to make such Investments), but including sums expended and/or (c) apply funds up to an amount of no more than $5,000,000 at any one time unreimbursed, from reservesother sources to pay such costs and expenses, and in the case of clause (iic) promptly deliver a notice of such payment to the failure applicable Cotai Strip Excluded Subsidiary or Additional Development Excluded Subsidiary, as the case may be, requesting immediate reimbursement to the Loan Parties in an amount equal to any such expenses and costs paid, no later than 10 days after the receipt of such notice by Landlord to timely pay any such Cotai Strip Excluded Subsidiary or Additional Development Excluded Subsidiary, as the case may be; provided that this reimbursement requirement will be deemed satisfied if an equal amount due under is deposited, within such 10 day period, into the Declaration, (iii) applicable Excluded Bank Account by any other default by Landlord Excluded Subsidiary, the Parent, or any Affiliate of its obligations under the Declaration not attributable to Parent other than a default by Loan Party or any other Person on an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by LandlordExcluded Subsidiary’s behalf. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject All costs of operation and maintenance, and shall include the following costs by way of illustration, but not limited to: real property and personal property taxes and assessments; gross receipt taxes; water and sewer charges; insurance premiums; janitorial services; labor; costs incurred in the management of the Building; air conditioning and heating; supplies; materials; equipment; tools; and maintenance costs and upkeep of all parking and common areas (‘Operating Expenses” shall not include depreciation on the building of which the Premises are a part or equipment therein, loan payments, tenant improvements (except for repairs to tenant improvements), executive salaries or real estate brokers’ commissions). If the Operating Expenses paid or incurred by the Lessor for the Comparison Year, on account of the operation or maintenance of the building of which the Premises are a part, are in excess of the Operating Expenses paid or incurred for the Base Year (hereafter described as “the increase”), then Lessee shall pay 0.0% of the increase. This percentage is that portion of the total rentable area of the building occupied by the Lessee hereunder. Lessor shall endeavor to give to Lessee, on or before the first day of March of each year following the Base Year (and each respective Comparison Year), a statement of “the increase” payable by Lessee hereunder. Failure by Lessor to give such statement by said date shall not constitute a waiver by Lessor of its right to require an increase in rent. The statement will show an estimate of the projected increase (“the increase”) which will be billed as twelve monthly installments, for the Comparison Year, and which will be added to the remainder monthly rent. The monthly installments for the months prior to delivery of this Article 6the statement, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (will be billed as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Ownerone lump sum, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in the statement. All remaining monthly installments will be due and payable with each monthly rental payment. If, at the end of the first Comparison Year, “the increase” is determined to be greater than the estimated charges previously billed, then this Section 6.1 increase shall be billed for the subsequent Comparison Year. Conversely if “the increase” is determined to be less than the increase previously billed then a credit for this amount will be deducted for xxxxxxxx for the subsequent Comparison Year. “The increase” for all subsequent Comparison Years, will be administered (“Occupancy Charges”billed) and (b) in the charges same manner as for Metered Services the first Comparison Year (as defined described above.) Lessee may review Landlord’s operating statements in Landlord’s office. Even though the Declaration) supplied term has expired and Lessee has vacated the Premises, when the final determination is made of Lessee’s share of Operating Expenses for the year in which this Lease terminates., Lessee shall immediately be billed, and will pay to the Demised Premises. The charges for Metered Services Lessor any increase due over the estimated expenses paid Conversely any overpayment made shall be deemed immediately rebated by Lessor to Lessee. In the event of an increase, Lessor will have been paid when incurred by the Verizon Units Owneroption of deducting a reasonable sum from the Security Deposit to cover the amount of increase. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) Notwithstanding anything contained in this paragraph the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts rental payable by Tenant pursuant to this Article 6 may Lessee shall in no event be referred by either party for resolution by arbitration less than the rent specified in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Leaseparagraph 3 hereinabove.

Operating Expenses. The amount of the Annual Operating Expenses set forth in Section 6.1 Subject 1(g) above represents Tenant’s Share of the estimated Operating Expenses for the calendar year in which the Term commences, excluding the cost of electricity and gas that is separately metered to the remainder Premises, and which shall be paid by Tenant directly to the respective utility provider, as set forth in Section 7 below. Landlord may adjust such amount from time to time if the estimated Annual Operating Expenses increase or decrease; Landlord may also invoice Tenant separately from time to time for Tenant’s Share of any extraordinary or unanticipated Operating Expenses. By April 30th of each year (and as soon as practical after the expiration or termination of this Article 6Lease or, at Landlord’s option, after a sale of the Premises), Landlord shall pay all amounts payable provide Tenant with a statement of Operating Expenses for the preceding calendar year or part thereof. Within 30 days after delivery of the statement to Tenant, as the Board of Managers or to the Verizon Units Owner case may be, (as defined in the Declarationi) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly to Landlord the amount of any deficiency then due from Tenant to Landlord, or (aii) the actual amount owed, pursuant to the Declaration, Landlord shall credit Tenant’s account for any overpayment by Landlord to the Board of Managers or to the Verizon Units Owner, Tenant (which credit shall be applied against Rent first due and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in owing under this Section 6.1 (“Occupancy Charges”Lease) and (b) the charges for Metered Services (as defined except that in the Declaration) supplied to event that the Demised PremisesTerm has expired or terminated other than for Tenant’s default Landlord shall pay Tenant for any such overpayment. The charges for Metered Services If Tenant does not give Landlord notice within 120 days after receiving Landlord’s statement that Tenant disagrees with the statement and specifying the items and amounts in dispute, Tenant shall be deemed to have been paid when incurred by waived the Verizon Units Ownerright to contest the statement. Occupancy Charges During such 120 day period, Tenant shall be exclusive entitled, during regular business hours, after giving to Landlord at least 5 business days prior written notice, to inspect in Landlord’s business office all Landlord’s records necessary to satisfy itself that all charges set forth in the statement have been correctly allocated to Tenant, and to obtain an audit thereof on a non-contingent fee basis by an independent certified public accountant (selected by Tenant with Landlord’s written consent, which shall not be withheld unreasonably) to determine the accuracy of Landlord’s certification of the amount of Operating Expenses charged Tenant. If it is determined that Tenant’s liability for Operating Expenses is less than ninety-five percent (95%) of that amount which Landlord previously certified to Tenant in such statement, Landlord shall pay to Tenant the reasonable cost of such audit and regardless of such percentage shall refund promptly to Tenant the amount of the Operating Expenses paid by Tenant which exceeds the amount for which Tenant actually is liable, as determined following such audit. Except as set forth above, Tenant shall bear the total cost of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord such audit. Landlord’s and Tenant’s obligation to timely pay any amount overpayment or deficiency due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 Section shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject (a) Tenant agrees to the remainder reimburse Landlord, as Additional Rent hereunder, and under any extensions or renewals of this Article 6Lease, Landlord shall pay all amounts payable to for Tenant's pro rata share of the Board of Managers or to the Verizon Units Owner annual Operating Expenses (as defined in subsection (b) below) of the DeclarationBuilding and related common areas, including the parking areas, in excess of the amount of the per rentable square foot cost of the actual operating expenses for calendar year 1998 (hereinafter called the "Base Year Rate"). The Operating Expenses per rentable square foot of the Building shall be determined by dividing the total Operating Expenses incurred for the calendar year in question by the total number of rentable square feet in the Building; provided, however, that in any year during which the Building is less than ninety-five (95%) occupied (on an average basis) the annual Operating Expenses used to determine Tenant's share shall be adjusted to the amount which would have been incurred if the Building had been ninety-five percent (95%) occupied for the entire year, but in no event shall Landlord be reimbursed for more than the total Operating Expenses actually incurred during the year in question. Tenant's pro rata share of the excess Operating Expenses shall be determined by multiplying such excess amount by the number of rentable square feet contained within the Premises (hereinafter called "Tenant's Share"). Landlord and Tenant hereby agree that, for purposes of this Section 9, the rentable square footages of the Premises and the Building are set forth in the Summary of Primary Business Terms at the beginning of this document, and Tenant's Share shall be determined based on such amounts. If the size of the Building or the Premises is obligated changed, the parties hereby agree to pay under recalculate Tenant's Share following such change. (b) Operating Expenses shall be all those expenses of operating, servicing, managing and maintaining the DeclarationBuilding and the Property in a first-class manner deemed by Landlord reasonable and appropriate and in the best interest of the tenants of the Building. Without duplicating Operating Expenses shall include, without limitation, the following: (1) All taxes and assessments applicable to the Property and the Building, which shall include real and personal property ad valorem taxes, and any amounts payable pursuant to Article 5and all costs and expenses (including consultant's fees) incurred by Landlord in seeking a reduction of any such taxes and assessments. However, Tenant shall pay directly (a) not be obligated for taxes on the actual amount owednet income from the operation of the Building, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined unless there is imposed in the Declaration) supplied to future a tax on rental income on the Demised Premises. The charges for Metered Services Building in lieu of the real property ad valorem taxes, in which event such tax shall be deemed to have been be included in the Operating Expenses of the Building. (2) Insurance, including, without limitation, liability, casualty, workers' compensations, comprehensive and any other coverage which Landlord deems appropriate for the Property and the Building. (3) Utility charges for the operation of the Property and the Building including, without limitation, water, electricity, gas, heating, lighting, ventilation, sanitary sewer and air conditioning of the Building, but not including those utility charges separately metered and actually paid when incurred directly by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of tenant. (4) Janitorial and maintenance expenses, including: (i) reserves (for working capitalThe wages and salaries of all employees engaged in the operation and maintenance of the Building including the employer's social security taxes and any other taxes which may be levied on such wages and salaries, capital improvements or otherwise), but and including sums expended from reserves, customary fringe benefits. (ii) Janitorial services and janitorial supplies and other materials used in the failure by Landlord to timely pay any amount due under operation and maintenance of the Declaration, Building. (iii) any The cost of maintenance and service agreements on equipment, window cleaning, landscaping, grounds maintenance, pest control, security, trash and snow removal, and other default by similar services or agreements. (5) Management expense, including, without limitation, management fees and expenses whether paid to Landlord, if Landlord of its obligations under manages the Declaration not attributable Building, or to a default by or an act or omission third party management company. (6) The costs, including interest, amortized over its useful life, of Tenant, (iv) any capital improvements improvement made to the Building (including without limitation all structural repairs by or replacements performed in accordance with Article 13 on behalf of Landlord after the date of this Lease)Lease which is required under any governmental law or regulation that was not applicable to the Building at the time of its construction, and (v) of the acquisition and installation of any negligent device or intentional act or omission by Landlordequipment designed to improve the operating efficiency of any system within the Building and capital improvements designed to protect the health and safety of Tenants in the Building. Section 6.2 If a bill for an amount payable under Section 6.1 relates (7) All services, supplies, repairs, replacements or other expenses directly and reasonably associated with servicing, maintaining, managing and operating the Property and the Building, including, but not limited to periods both within lobby and without other common use areas and vehicular and pedestrian traffic areas, the parking areas, landscaped areas and all access ways to the Building. (c) As soon as practicable after December 31 of each year during the Term of this Lease, Landlord shall furnish to Tenant an itemized statement (including a statement of how such Operating Expenses were increased if the Building was less than 95% occupied during that calendar year) of such Operating Expenses per rentable square foot within the Building for the calendar year then ended. Tenant may have access to Landlord's records, during normal business hours and at the place where Landlord keeps such records, in order to audit or otherwise verify such expenses. If an audit discloses that Tenant has been overcharged by ten percent (10%) or more, then Landlord shall reimburse Tenant for the reasonable cost of such audit. (1) On or before January 1 of each calendar year thereafter, Landlord shall provide Tenant a written estimate of Tenant’s obligations 's Share of annual excess Operating Expenses for the upcoming calendar year. Beginning with respect thereto the first month of such calendar year, Tenant shall pay to Landlord, together with its monthly payment of Base Rent as provided in Section 3 hereinabove, as Additional Rent hereunder, an amount equal to one-twelfth (1/12th) of the estimated Tenant's Share (as shown in Landlord's statement) of any excess Operating Expenses. In the event that at the end of any calendar year, Tenant has paid to Landlord an amount in excess of Tenant's Share of any actual excess Operating Expenses for such calendar year, Landlord shall apply any such excess amount to any amount then owing to Landlord hereunder, and if none, Landlord shall promptly refund such excess amount to Tenant; and in the event at the end of any calendar year Tenant has paid to Landlord less than Tenant's Share of any actual excess Operating Expenses for such calendar year, Tenant shall pay to Landlord any such deficiency within thirty (30) days after Tenant receives the annual statement referred to above. (2) For the calendar year in which this Lease terminates, and is not extended or renewed, the provisions of this section shall apply, but Tenant's Share for such year shall be equitably pro-rated. Any dispute concerning subject to a pro rata adjustment based upon the calculation number of amounts payable by Tenant pursuant full and partial calendar months of said calendar year prior to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of the Term of this LeaseLease and shall be computed by December 31 immediately preceding the expiration of the Term of this Lease as the Operating Expenses for such last calendar year. Tenant's Share for the final calendar year, if not fully paid with Tenant's monthly payments of Base Rent as provided herein, shall be paid to Landlord thirty (30) days after receipt of the applicable Operating Expense statement. (d) Notwithstanding the foregoing, Landlord agrees that if the aggregate cost of the expenses set forth in Subsections 9(b)(4), 9(b)(5), 9(b)(6) and 9(b)(7) above increase by more than five percent (5%) over the cost thereof for the prior year, Tenant shall be liable for Tenant's Share of only the first five percent (5%) of such increase.

Operating Expenses. Section 6.1 Subject (i) Seller shall use reasonable efforts to obtain readings of the water and electric meters on the Property to a date no sooner than ten (10) days prior to the remainder of this Article 6Closing Date. At or prior to Closing, Landlord Seller shall pay all charges based upon such meter readings and such charges accruing through the Closing Date. However, if after reasonable efforts Seller is unable to obtain readings of any meters prior to Closing, Closing shall be completed without such readings and upon the obtaining thereof after Closing, Seller shall pay the charges incurred prior to Closing as reasonably determined by Seller and Buyer based upon the post-Closing readings. The provisions of this subparagraph shall survive Closing and delivery of the Deed. All other utility and operating expenses (other than with respect to property management fees and Property Contracts to be terminated prior to Closing), if any, shall be prorated between Seller and Buyer as of the Closing based on estimates of the amounts that will be due and payable on the next payment date, unless final readings or invoices are available as of Closing. Any and all deposits, if any, held by utility companies or with other providers of services to the Board Property shall remain the property of Managers or Seller and be returned to Seller by such companies and providers except to the Verizon Units Owner extent that Buyer elects to credit to Seller the amount of any such deposits. (ii) In furtherance and not in limitation of the foregoing, during the Due Diligence Period Seller shall contact the City of Xxxxxxxxx Water Department (the “City”) to request that they conduct an audit of metering and water usage at the Property. It is Seller’s intent that prior to the expiration of the Due Diligence Period, Seller can report to Buyer the findings of the City investigation. If the City finds that the in-place metering system is accurately measuring water usage, Seller will obtain written confirmation of such finding. If the City investigation determines the metering system is inaccurately measuring usage, Seller shall work diligently with the City to perform remedial efforts to correct deficiencies. If the City identifies unpaid balances as defined a result of the audit, Seller will work diligently with the City to pay all discrepancies such that there is no balance due to the City for the period prior to Closing. Delays in the DeclarationCity investigation will not impact the Closing Date set forth in this Agreement. In the event that Seller has not reached full and final resolution with the City prior to Closing, Seller shall (x) which Landlord is obligated to pay under indemnify the Declaration. Without duplicating Buyer and the Title Company against any amounts payable pursuant to Article 5, Tenant shall pay directly (a) liens in favor of the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, City with respect to the Termmetering and water usage so that Buyer’s title insurance policy can be issued without exception for such matters and (y) escrow with the Title Company at Closing the sum of Two Hundred Fifty Thousand Dollars ($250,000) to be held by the Title Company until the full and final resolution with the City, but in no event more than twelve (12) months after the Closing Date. Seller’s liability for pre-Closing water usage at the Property shall survive Closing and delivery of the Deed and shall not be subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due Cap on Seller’s liability under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlordparagraph 4.4 above. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.

Operating Expenses. Section 6.1 Subject In addition to the remainder of this Article 6, Landlord shall pay all amounts payable Base Rent to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable be paid pursuant to Article 5Section 3, Tenant shall pay directly (a) the actual amount owedall impositions, pursuant to the Declarationinsurance premiums, by Landlord to the Board of Managers or to the Verizon Units Owneroperating charges, maintenance and repair expenses, capital replacement expenses, construction costs, other charges, and attributable all other expenses which are Tenant's responsibility to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto all of the same collectively referred to as "Operating Expenses". One-twelfth of such Operating Expenses shall be equitably pro-ratedpaid by Tenant to Landlord on a monthly basis in advance based on Landlord's estimates of the same. Annually, Landlord shall provide a statement of such actual Operating Expenses and Tenant shall pay any shortfall within fifteen (15) days of the receipt of notice of the same, or, receive a credit in the ensuing Base Rent for any overage, as the case may be. Such impositions, premiums, costs, charges, and expenses shall constitute additional rent, and upon the failure of Tenant to pay any of the same including, without limitation, maintenance and repair, capital replacement, and other expenses pursuant to Section 5 b, c, and e, utilities pursuant to Section 7, taxes and assessments pursuant to Section 8, insurance pursuant to Section 10, and tenant improvements pursuant to Section 50, Landlord shall have the same rights and remedies as otherwise provided in this Lease for the failure of Tenant to pay rent including but not limited to the remedies provided in Section 5 e hereof relating to Landlords right (but not obligation) to perform Tenant's obligations hereunder. It is the intention of the parties except as expressly provided herein that this Lease shall not be terminable for any reason by Tenant, and that Tenant shall in no event be entitled to any abatement of, or reduction in, rent payable under this Lease, except as otherwise expressly provided herein. Any dispute concerning present or future law to the calculation contrary shall not alter this agreement of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Leaseparties.

Operating Expenses. Section 6.1 Subject to the remainder of this Article 6, Landlord (A) Tenant shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is not be obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5on account of Operating Expenses for the period commencing on the Extended Term Commencement Date and ending on the day immediately preceding the Extended Term Rent Commencement Date. For the period from and after the date hereof, Tenant shall be obligated to pay directly (a) amounts on account of Operating Expenses in accordance with the actual amount owedterms of the Existing Lease, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Termexcept that, subject to the exclusions set forth terms of Section 7(I) hereof, Landlord shall not have the right to include in this Operating Expenses the cost of any capital improvement pursuant to Section 6.1 26.4(E)(1) of the Original Lease or Section 26.4(E)(3) of the Original Lease in excess of an amount equal to One Million Dollars ($1,000,000) with respect to each such capital improvement without first obtaining Tenant’s approval of the estimated cost thereof after giving to Tenant a reasonably detailed description of the scope of such capital improvement and an estimate of the cost thereof from a reputable third party contractor or vendor which description shall include documentation and information reasonably necessary to allow Tenant to properly evaluate such cost estimate) (each such request, a “Occupancy ChargesMajor Capital Cost Request”); provided, however, that if Landlord performs any such capital improvement to address an Emergency, then Landlord shall not be so obligated to obtain Tenant’s approval thereof. Tenant shall not unreasonably withhold, condition or delay its approval of any Major Capital Cost (as hereinafter defined) (it being understood that if (x) Landlord sends a Major Capital Cost Request to Tenant and (by) such Major Capital Cost Request is marked in bold with the charges for Metered Services following language: “TENANT’S RESPONSE IS REQUIRED WITHIN NINETY (as defined in the Declaration90) supplied to the Demised PremisesDAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE LEASE AGREEMENT BETWEEN LANDLORD AND TENANT FOR THE PROPERTY LOCATED AT 000 XXXXXXXXX XXXXXX, XXX XXXX, XXX XXXX. The charges for Metered Services TENANT’S FAILURE TO RESPOND TO THIS NOTICE WITHIN SUCH NINETY (90) DAY PERIOD SHALL RESULT IN TENANT’S APPROVAL OF THE MAJOR CAPITAL COST SET FORTH IN THIS NOTICE”, and Tenant does not respond thereto within ninety (90) days following such Major Capital Cost Request, then Tenant shall be deemed to have been paid when incurred by approved such cost (any such cost of a capital improvement in excess of One Million Dollars ($1,000,000) being referred to herein as a “Major Capital Cost”)). Tenant shall not have the Verizon Units Owner. Occupancy Charges shall be exclusive right to dispute the amount of any Major Capital Cost without including in any such notice so disputing such amount, reasonable supporting evidence that substantiates that the Major Capital Cost for which Landlord so requested approval is an amount due as a result that is greater than one hundred five percent (105%) of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable cost that would otherwise be payable therefor to a default by reputable third party contractor or vendor (any such amount in excess of one hundred five percent (105%) of the cost that would otherwise be payable therefor being referred to herein as the “Major Capex Excess”). If Tenant disputes an act or omission of Tenant, (iv) any capital improvements amount that Landlord has the right to the Building (including without limitation all structural repairs or replacements performed include in Operating Expenses in accordance with Article 13 the terms of this LeaseSection 4(A), and the parties do not reach agreement in respect thereof within thirty (v30) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without days after Xxxxxx gives Landlord the Term of this Leasenotice disputing such cost, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by then either party for resolution by arbitration shall have the right to submit such dispute to an Expedited Arbitration Proceeding. Landlord shall not have the right to include in Operating Expenses any Major Capex Excess as determined in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination terms of this Section 4(A). (B) Solely for purposes of Section 26.4(E)(1) of the Original Lease, from and after the Extended Term Commencement Date, the reference to “Commencement Date” set forth therein shall be deleted in its entirety and replaced with “Extended Term Commencement Date”.

Operating Expenses. Section 6.1 Subject to All utility services charges for electricity, heat and air conditioning service, other utilities, common area maintenance, security contracts, taxes other than real estate taxes such as rental taxes, and all expenses incurred in operating the remainder Project and any other costs incurred in the ordinary course of this Article 6business of the management and operation of the Project (the “Operating Expenses”) that are not paid by the tenants, Landlord shall be prorated on an accrual basis. Seller shall pay all amounts payable such expenses that accrue prior to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant Closing Date and Purchaser shall pay directly all such expenses accruing on and after the Closing Date. To the extent possible, Seller and Purchaser shall obtain xxxxxxxx and meter readings as of the Closing Date to aid in such prorations. In order to enable Purchaser to make any year-end reconciliations and prorations of operating expenses following the Closing Date, Seller shall deliver to Purchaser a final statement of (ai) all operating expenses for the actual amount owedPremises which are actually paid by Seller and permitted to be passed through to Tenants, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premisesas applicable, with respect to the Term, subject portion of the 2021 calendar year occurring prior to the exclusions set forth in this Section 6.1 Closing (“Occupancy ChargesSeller’s 2021 Actual Operating Expenses”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but together with copies of all documentation evidencing Seller’s 2021 Actual Operating Expenses, including sums expended from reservescopies of third-party invoices and copies of Seller’s books and records applicable thereto, and (ii) all estimated payments of Operating Expenses received by Seller with respect to the failure by Landlord portion of the 2021 calendar year occurring prior to timely pay the Closing Date. If Operating Expenses for the 2021 calendar year (or other applicable fiscal period under any amount due under Lease for the Declaration, (iiimeasurement of percentage rents ending prior to the Closing Date) any other default by Landlord of its obligations under the Declaration have not attributable to been finally adjusted between Seller and a default by or an act or omission of Tenant, (iv) any capital improvements as applicable, as of the Closing, Seller shall retain all rights and obligations with respect to the Building adjustment thereof directly with the Tenant following the Closing Date. Without limiting the generality of the foregoing, but subject to other the provisions herein, Seller shall retain all rights to xxxx and collect any additional amounts owing by any Tenant with respect to Operating Expenses for the 2021 calendar year (including without limitation all structural repairs or replacements performed in accordance with Article 13 other applicable fiscal period under any Lease for the measurement of this Leasepercentage rents ending prior to the Closing Date), and shall remain obligated to pay any refund owing to any Tenant for overpayment of Operating Expenses for the 2021 calendar year (v) or other applicable fiscal period under any negligent Lease for the measurement of percentage rents ending prior to the Closing Date). Notwithstanding the foregoing or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates anything herein to periods both within and without the Term contrary, reconciliation of this Lease, Tenant’s obligations with respect thereto Operating Expenses shall be equitably pro-rated. Any dispute concerning based on the calculation percentage of amounts payable expenses paid by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination Seller and Purchaser, rather than the respective parties’ actual number of this Leasedays of ownership of the Project.

Operating Expenses. Section 6.1 Subject to (a) During the remainder term of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5Lease, Tenant shall pay directly as additional rent an amount (aper each square foot within the Premises) the actual amount owed, pursuant equal to the Declarationexcess ("Excess") from time to time by which the per square foot Basic Cost (which shall be calculated by dividing the Basic Cost by the total rentable square feet in the Building) exceeds the Base Year Stop. Landlord, by at its option, may collect such additional rent for each calendar year in a lump sum, to be due and payable within thirty (30) days after Landlord furnishes to Tenant a statement of actual Basic Cost for the Board previous year, or, beginning with the first day of Managers or to the Verizon Units Ownerthirteenth month following the Commencement Date, and attributable on each January 1, thereafter, Landlord shall also have the option to make a good faith estimate of the Demised PremisesExcess for each upcoming calendar year and may require the monthly payment of such additional rent equal to one-twelfth (1/12) of such estimate. (b) By May 1 of each calendar year during Tenant's occupancy and the calendar year following termination of this Lease, or as soon thereafter as practical, Landlord shall furnish to Tenant a statement of Landlord's actual Basic Cost for the previous year. If for any calendar year additional rent collected for the prior year as a result of Landlord's estimate of Basic Cost is (i) in excess of the additional rent actually due during such prior year, then Landlord shall either credit such overpayment towards Tenant's estimated share of operating expenses for the next year or refund to Tenant any overpayment, or (ii) less than the additional rent actually due during such prior year, then Tenant shall pay to Landlord, on demand, any underpayment with respect to the Term, subject to the exclusions set forth in this Section 6.1 prior year. (“Occupancy Charges”c) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure Each statement furnished by Landlord to timely Tenant shall be conclusive and binding upon Tenant unless, within one hundred eighty (180) days after receipt of such statement (unless the same continues to be contested by Tenant), Tenant delivers to Landlord a written notice specifying the particular details for which such statement is claimed to be incorrect Pending the determination of such dispute, Tenant shall pay any without delay the full amount due under of the Declaration, (iii) any other default additional rent payable by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed Tenant in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without each such statement that Tenant is disputing. Without limiting the Term of this Leasepreceding sentence, Tenant’s obligations with respect thereto , or a certified public accountant acting as Tenant's agent, shall be equitably pro-rated. Any dispute concerning have the calculation right, during Landlord's normal business hours and after reasonable notice, to inspect the books and records of amounts Landlord applicable to the determination of the statement of additional rent payable by Tenant pursuant for the purpose of verifying in good faith the information contained in such statement for a period of up to this Article 6 may be referred one year after the receipt of such statement by either party for resolution by arbitration in accordance with Article 28Tenant. The pro-ration obligations under this Article 6 shall survive Landlord agrees to maintain such records at an office located within the expiration or sooner termination of this Lease.Washington, D.

Operating Expenses. Section 6.1 Subject The Security Deposit shall serve as a security for the prompt, full, and faithful performance by Tenant of the terms and provisions of this Lease Agreement. In the event that Tenant is in default hereunder and fails to cure within applicable time permitted under this Lease Agreement, Landlord may use or apply the whole or any part of the Security Deposit for the payment of Tenant's obligations hereunder. The use or application of the Security Deposit or any portion thereof shall not prevent Landlord from exercising any or other right or remedy provided hereunder or under any Law and shall not be construed as liquidated damages. In the event the Security Deposit is reduced by such use or application, Tenant shall deposit with Landlord, within ten (10) days after written notice, an amount sufficient to restore the full amount of the Security Deposit. Landlord shall not be required to keep the Security Deposit separate from Landlord's general funds or pay interest on the Security Deposit. Any remaining portion of the Security Deposit shall be returned to Tenant within thirty (30) days subsequent to the Expiration Date, as the same may be extended pursuant to Article 39 hereof. Unless refunded in accordance with the remainder of this Article, if the Premises shall be expanded at any time, or if the Term shall be extended at any increased rate of Rent, the Security Deposit shall thereupon be proportionately increased. Notwithstanding the foregoing, if no Event of Default has occurred as of the last day of the twenty-fourth full calendar month after the Commencement Date, Landlord shall refund the Security Deposit to Tenant, it being understood and agreed that if an Event of Default has occurred hereunder or under the Work Letter Agreement or any storage space or parking license entered into by Landlord and Tenant, Landlord shall have no obligation to refund the Security Deposit to Tenant pursuant to this sentence, but shall be otherwise obligated to refund the Security Deposit to Tenant pursuant to the remainder of this Article 6, Landlord shall pay all amounts payable to the Board of Managers or to the Verizon Units Owner (as defined in the Declaration) which Landlord is obligated to pay under the Declaration. Without duplicating any amounts payable pursuant to Article 5, Tenant shall pay directly (a) the actual amount owed, pursuant to the Declaration, by Landlord to the Board of Managers or to the Verizon Units Owner, and attributable to the Demised Premises, with respect to the Term, subject to the exclusions set forth in this Section 6.1 (“Occupancy Charges”) and (b) the charges for Metered Services (as defined in the Declaration) supplied to the Demised Premises. The charges for Metered Services shall be deemed to have been paid when incurred by the Verizon Units Owner. Occupancy Charges shall be exclusive of any amount due as a result of (i) reserves (for working capital, capital improvements or otherwise), but including sums expended from reserves, (ii) the failure by Landlord to timely pay any amount due under the Declaration, (iii) any other default by Landlord of its obligations under the Declaration not attributable to a default by or an act or omission of Tenant, (iv) any capital improvements to the Building (including without limitation all structural repairs or replacements performed in accordance with Article 13 of this Lease), and (v) any negligent or intentional act or omission by Landlord34. Section 6.2 If a bill for an amount payable under Section 6.1 relates to periods both within and without the Term of this Lease, Tenant’s obligations with respect thereto shall be equitably pro-rated. Any dispute concerning the calculation of amounts payable by Tenant pursuant to this Article 6 may be referred by either party for resolution by arbitration in accordance with Article 28. The pro-ration obligations under this Article 6 shall survive the expiration or sooner termination of this Lease.