Common use of Operating Expenses Clause in Contracts

Operating Expenses. 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 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 each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due.

Operating Expenses. In the event the If Lessor's Operating Expenses per net rentable square foot for the Building and/or the Property of which the Leased Premises are a part, shallProperty, in any calendar year during the Termterm of this Lease exceeds the Operating Expense Base, 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 Lessee agrees to pay as Additional Rent Tenant’s pro rata additional rent Lessee's share of such excess operating expenses. As used herein, the term "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, multiplied by the net rentable square feet comprising the Leased Premises. Landlord Lessor may invoice Tenant Lessee monthly for Tenant’s pro rata Lessee's share of the estimated Operating Expenses operating expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expensesoperating expenses. Within six one-hundred twenty (6120) months days following the close of each calendar year, Landlord Lessor shall provide Tenant Lessee an accounting showing in reasonable detail all computations of Additional Rent additional rent due under this section. In the event Failure of Lessor to 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 Tenant Lessee exceeds the amount of Additional Rent the additional rent due by Tenant Lessee under this section, the accounting shall reflect be accompanied by a credit against Base Rent and other charges due hereunderrefund. In the event If the accounting shows that the total of the monthly payments made by Tenant Lessee is less than the amount of Additional Rent additional rent due by Tenant Lessee under this section, the account accounting shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 $5,000additional rent. Notwithstanding any other provision provisions in this Lease, during the year in which the Lease terminates, Landlord, prior to Lessor within six (6) months following the termination date, shall have the option to invoice Tenant Lessee for Tenant’s pro rata Lessee's share of the excess Operating Expenses operating expenses based upon the previous year’s Operating Expenses'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 additional rent payable by Tenant Lessee applicable to the 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. Tenant Lessee shall have the 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 under this Section. Notwithstanding anything to the 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 additional rent due under this section Section within ten thirty (1030) days following receipt of the invoice or accounting showing Additional Rent additional rent due.

Operating Expenses. In the event Tenant shall pay monthly, as Additional Rent, one-twelfth (1/12) of the Operating Expenses for Excess based on estimates provided by Landlord from time to time and subject to reconciliation as provided in Section 8 below. Notwithstanding the Building and/or foregoing, Tenant shall have no obligation to pay Tenant’s Percentage of the Property annual Operating Expenses which are in excess of which the Leased Premises are a part, shall, in any amount of Operating Expenses applicable to the calendar year 2023 during the first twelve (12) months of the Term, exceed Landlord’s . No credit or payment shall be due to Tenant in the event Operating Expenses for any year are less than Base Operating Expenses. “Operating Expenses” means and includes all expenses, costs, fees and disbursements paid or incurred by or on behalf of Landlord for managing, operating, maintaining, improving, servicing or repairing the Building and/or Buildings or Property, all as determined in accordance with sound real estate accounting and management practices consistently applied, and all associated plumbing, heating, ventilation, air conditioning, lighting, electrical, mechanical and other systems, including, without limitation, costs of: performing the Landlord’s obligations described in Section 13 below; janitorial services, the repair, maintenance, repaving and re-striping of any parking and dock areas; any installation or improvement required by reason of any law, ordinance or regulations (provided such law, ordinance or regulation was not violated by ongoing conditions present prior to the Commencement Date); improvements that reduce Operating Expenses (provided, the cost of such improvements shall be reasonably amortized (including interest on the unamortized cost at the lesser of: (i) the Prime Rate plus five percent (5%) per annum, or (ii) the Default Rate in effect at the time such expenditure is placed in service) over its useful life as Landlord shall reasonably determine in accordance with standard real estate management and accounting principles, consistently applied, and only the current amortized portion of such expenditure shall be included in Operating Expenses for each applicable year in which the expenses are incurred, and in no event shall the amortized amount of the cost which Landlord may include in Operating Expenses exceed $35,000.00 in any particular year in which the expenses are incurred; providing any services or amenities such as conference rooms, parking garage, cafeteria, or gymnasium exterior maintenance, repair and repainting; landscaping; snow removal; utilities (including common area electricity); management fees (but any such management fees shall not exceed five percent (5%) of the gross revenues of the Property); supplies and sundries; sales or use taxes on supplies or services; charges or assessments under any easement, license, declaration, restrictive covenant or association; legal and accounting expenses; Insurance Premiums (as defined below); compensation and all fringe benefits, worker’s compensation insurance premiums and payroll taxes paid to, for or with respect to all persons engaged in the operation, administration, maintenance and repair of the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”provided that such persons hold a title generally considered to be no higher in rank than Building manager or Building engineer), Tenant agrees ; and any other expenses expressly provided in this Lease to pay as Additional Rent Tenant’s pro rata share of such excess be included in Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share equitably allocate any item of Operating Expenses that benefits multiple Buildings on the Property among such Buildings. Landlord may equitably allocate any item of Operating Expenses among different portions or occupants of the estimated Buildings or Property based on use or other considerations as determined by Landlord in Landlord’s reasonable discretion. If there is less than ninety five percent (95%) occupancy of the Buildings during any period, Landlord may adjust those 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 each calendar year, Landlord shall provide Tenant an accounting showing that are affected by variations 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 Tenant exceeds occupancy levels to the amount of Additional Rent due by Tenant under this sectionOperating Expenses that would have been incurred had there been ninety five percent (95%) occupancy. Notwithstanding the foregoing, Operating Expenses shall not include costs of alterations to the accounting shall reflect a credit against Base Rent and premises of other charges due hereunder. In the event the accounting shows that the total tenants of the monthly Property, depreciation charges, interest and principal payments made by Tenant is less than on mortgages, ground rental payments and real estate brokerage and leasing commissions; costs incurred for Landlord’s general overhead and any other expenses not directly attributable to the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, operation and if in the last year management of the Term, be accompanied by a refund. Tenant shall have Building or the right to engage an independent Certified Public Accountant Property; costs of selling or a qualified employee of Tenant at Tenant expense to conduct an audit financing any of Landlord’s computations interest in the Property; costs incurred by Landlord for the repair of Additional Rent due under this section. If damage to the audit concludes Property to the extent that Landlord has misstated Operating Expenses, Landlord shall correct is reimbursed by insurance proceeds or by a third party; Taxes; the amount costs of Additional Rent. If services and utilities separately chargeable to individual tenants of the audit concludes that Landlord has misstated Building; costs of reasonable attorneys' fees and other costs and expenses incurred in connection with negotiations or disputes with present or prospective tenants or other occupants of the Property; any costs expressly excluded from 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 provision elsewhere in this Lease; costs, during including permit, license and inspection costs, incurred in renovating or otherwise improving, decorating, or redecorating rentable space (including vacant rentable space but excluding common areas) for tenants or other occupants in the Building; tax penalties incurred as a result of Landlord’s negligence, inability or unwillingness to make payments or file returns when due; costs arising from Landlord’s charitable or political contributions; costs incurred due to the violation by Landlord of the terms and conditions of any lease of space in the Building; the wages and benefits of any employee who does not devote substantially all of his or her employed time to the Property unless such wages and benefits are prorated to reflect time spent on operating and managing the Property vis-à-vis time spent on matters unrelated to operating and managing the Property; costs of additions, alterations, repairs or improvements, equipment replacement and all other items which under standard real estate management and accounting practices, consistently applied are properly classified as capital expenditures, except those costs set forth in the immediately preceding paragraph, and except as provided in the following clause; depreciation and amortization, except as expressly provided in the immediately preceding paragraph, and except on materials, tools, supplies and vendor type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party, and when depreciation or amortization is permitted or required, the item shall be amortized over its useful life in the manner described in the immediately preceding paragraph, together with interest on the unamortized costs at the Default Rate; rentals for items (except when needed in connection with normal repairs and maintenance of permanent systems) which if purchased, rather than rented, would constitute a capital item which is specifically excluded hereinabove (excluding, however, equipment not affixed to the Building or the Property which is used in providing janitorial or similar services); costs (including, without limitation, fines, penalties, interest, and costs of repairs, replacements, alterations and/or improvements) incurred in bringing the Property into compliance with building codes and any other Applicable Law (as defined in Section 12 below) in effect as of the Commencement Date and as interpreted by applicable governmental authorities as of such date, including, without limitation, any costs to correct building code violations pertaining to the initial design or construction of the Building or any other improvements to the Property, to the extent such violations exist as of the Commencement Date under any applicable building codes in effect and as interpreted by applicable governmental authorities as of such date; marketing costs including any reasonable attorneys' fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, agreements, leases, subleases and/or assignments, space planning costs, and other costs and expenses (other than Taxes) incurred in connection with sale/transfer/lease, sublease and/or assignment negotiations and transactions with present or prospective purchasers, tenants or other occupants of the Property; costs associated with the operation of the business of the partnership or entity which constitutes Landlord as the same are distinguished from the costs of operation of the Building and/or the Property, including partnership accounting and legal matters, costs of defending any lawsuits with or claims by any mortgagee (except as the actions of Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord's interest in the Building or the Property, costs of any disputes between Landlord and its employees (if any) not engaged in Building and/or Property operation, disputes of Landlord with the manager of the Property, or outside fees paid in connection with disputes with other tenants (except to the extent the expenditure of such outside fees generally benefit all tenants of the Building, and Landlord included such category of expenses or similar types of expenses, if actually incurred, in the calendar year 2023); costs of cleanup, removal and/or remediation of any Hazardous Substances (as defined below) in, on or under the Building or Property required to comply with any Environmental Laws (as defined below) which are incurred as a result of (A) the introduction by Landlord of any such Hazardous Substances in, on or under the Building or Property in violation of Environmental Laws in effect at the time of such introduction, or (B) as a result of the presence of Hazardous Substances in, on, or under the Building or Property as of the Commencement Date, to the extent such Hazardous Substances are in violation of Environmental Laws in effect as of such date; payments in connection with overhead or profit to subsidiaries or affiliates of Landlord as a result of a noncompetitive selection process for providing management or other services in or to the Property, or for supplies or other materials to be provided to the Property, to the extent that the costs of such services, supplies or materials shall exceed the costs that would have been provided by parties unaffiliated with Landlord on a competitive basis; reserves for bad debts or for future improvements, repairs, maintenance, replacements, additions, etc.; and costs for which Landlord has been compensated by a management fee, to the extent that the inclusion of such costs in Operating Expenses would result in a double charge to Tenant. Notwithstanding anything to the contrary contained in this Section 7, the aggregate Controllable Expenses (as hereinafter defined) included in Operating Expenses in any particular year in which the Lease terminatesexpenses are incurred during the Term after the calendar year 2023 shall not increase by more than four percent (4%) on an annual, Landlordcumulative and compounded basis, prior to over the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess actual aggregate Controllable Expenses included in Operating Expenses based upon for any preceding year in which the previous year’s Operating Expenses. If this Lease shall terminate expenses are incurred (including the calendar year 2023), but with no such limit on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to Controllable Expenses which may be included in the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of Operating Expenses incurred during the calendar year 2023. The foregoing cap on Controllable Expenses shall not apply to Taxes. For purposes of this paragraph, "Controllable Expenses" shall mean all Operating Expenses except: (i) any assessments, including assessment districts and including government-mandated charges with respect to the termination date bears Building or the Property, or any part thereof; (ii) insurance carried by Landlord with respect to 365. Tenant agrees the Property and/or the operation thereof; (iii) costs of utilities and janitorial services, including, without limitation, electricity, water, HVAC and sewer charges, utility surcharges and assessments, and refuse removal; (iv) the costs of capital alterations, capital additions, capital improvements, capital repairs and capital replacements described above; (v) the cost of snow removal; and (vi) increases in wages, salaries and other compensation and benefits paid to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice Landlord’s employees, agents or accounting showing Additional Rent duecontractors.

Operating Expenses. In the event the Lessee agrees to pay, as additional rent, Lessee’s Pro Rata Share of Lessor’s Operating Expenses (hereinafter defined) for the Building and/or the Property without deduction or set-off 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 kind except as Additional Rent Tenant’s pro rata share of such excess Operating Expensesotherwise set forth herein. Landlord Lessor may invoice Tenant Lessee monthly for TenantLessee’s pro rata share Pro Rata Share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year 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 six (6) four months following the close of each calendar year, Landlord Lessor shall provide Tenant Lessee an accounting showing in reasonable detail all computations of Additional Rent additional rent due under this sectionSection. In the event the accounting shows that the total of the monthly payments made by Tenant Lessee exceeds the amount of Additional Rent additional rent due by Tenant Lessee under this sectionSection, such amount shall be credited against the accounting shall reflect a credit against Base Rent and other charges due hereundernext required payment of base rent. In the event the accounting shows that the total of the monthly payments made by Tenant Lessee is less than the amount of Additional Rent additional rent due by Tenant Lessee under this sectionSection, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expensesadditional rent. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent additional rent payable by Tenant Lessee applicable to the 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. Tenant agrees Provided Lessee is not in default of any terms of this Lease, Lessee shall have the right, at its own expense, to pay any Additional Rent due audit Lessor’s books relevant to the additional rent payable under this section Section. With respect to such audit, Lessee (i) may review Lessor’s books during office hours, (ii) must perform such audit at the location of Lessor’s books, (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 results of such audit, (v) may not audit the same calendar year more than one time; and (vi) may not have such audit conducted by a contingency fee-based auditor or accountant. If, as a result of such audit, it is determined that the Operating Expenses have been overstated by three percent (3%) or more, Lessor shall be required to reimburse Lessee for the costs of such audit. Assignees of Lessee may only audit periods for which they occupy the Leased Premises and subtenants of Lessee shall have no audit rights. If the audit discloses a discrepancy, within ten (10) days following receipt of the invoice results of the audit, the discrepancy will be resolved by either Lessee paying to Lessor the amount owed by Lessee or accounting showing Additional by Lessor crediting the amount of Lessee’s overpayment against the payment(s) of Base Rent due.or additional rent next owing by Lessee. * Confidential Treatment Requested

Operating Expenses. In The amount of the event the Annual Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, set forth 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 Section 1(g) above represents Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share Share of the estimated Operating Expenses for each the calendar year, year in which the Term commences. Landlord may adjust such amount shall be adjusted each year based upon anticipated 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. Within six (6) months following the close By April 30th of each calendar yearyear (and as soon as practical after the expiration or termination of this Lease or, at Landlord’s option, after a sale of the Property), Landlord shall provide Tenant an accounting showing in reasonable detail all computations with a statement of Additional Rent due under this sectionOperating Expenses for the preceding calendar year or part thereof. In the event the accounting shows that the total Within 30 days after delivery of the monthly payments made by statement to Tenant, Landlord or Tenant exceeds shall pay to the other the amount of Additional Rent any overpayment or deficiency then due by from one to the other or, at Landlord’s option, Landlord may credit Tenant’s account for any overpayment. If Tenant under this sectiondoes not give Landlord notice within 30 days after receiving Landlord’s statement that Tenant disagrees with the statement and specifying the items and amounts in dispute, 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 last year of the Term, be accompanied by a refund. Tenant shall deemed to have waived the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of contest the statement. Landlord’s computations and Tenant’s obligation to pay any overpayment or deficiency due the other pursuant to this Section shall survive the expiration or termination of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 $5,000Lease. Notwithstanding any other provision in of this Lease, during the year in which the Lease terminates, Landlord, prior to the termination datecontrary, shall have Landlord may, in its reasonable discretion, determine from time to time the option to invoice Tenant for Tenant’s pro rata share method of computing and allocating Operating Expenses, including the excess method of allocating Operating Expenses based upon to various types of space within the previous year’s Operating ExpensesBuilding to reflect any disparate levels of services provided to different types of space. If this Lease shall terminate the Building is not fully occupied during any period, Landlord may make a reasonable adjustment based on a day other than occupancy in computing the last day of a calendar year, Operating Expenses for such period so that Operating Expenses are computed as though the amount of any Additional Rent payable by Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueBuilding had been fully occupied.

Operating Expenses. In the event the 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 the Property of which the Leased Premises are a part, shall, Project as set forth 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 Section 2.06 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess "Operating Expenses"). Landlord may shall invoice Tenant monthly for Tenant’s pro rata share 's Pro Rata Share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted year commencing on the Commencement Date and may adjust such share each subsequent year based upon anticipated Operating Expenses. Within six (6) months following Twice yearly Landlord is entitled to adjust the close estimated Operating Expenses to reflect current or anticipated Operating Expenses. Notwithstanding anything to the contrary set forth in this Section 2.05, when determining Tenant's Pro Rata Share of each Operating Expenses for calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In years subsequent to the event the accounting shows that the total of the 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 last first 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. Calculation of increases in Tenant's Pro Rata Share of Operating Expenses subsequent to the first full calendar year of the Term shall be accompanied 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 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 fully leased and fully assessed by all taxing authorities for the previous calendar year. Provided no Event of Default exists, Tenant may, at its own expense (except as set forth below), audit 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 (60) days of receipt of its annual reconciliation of Operating Expenses, 4) must deliver to Landlord a refundcopy of the results of such audit within fifteen (15) days of its completion, and 5) may not audit the same calendar year more than one time. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee Assignees of Tenant at may only audit periods for which they occupy the Leased Premises and subtenants of Tenant expense are not entitled to conduct any audit rights. If an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes reveals that Landlord has misstated Operating Expenses, Landlord shall correct the amount over charged Tenant for its Pro Rata Share of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by 3% or more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the reimburse Tenant its reasonable documented out-of-pocket expenses associated with such audit not to exceed $5,000. Notwithstanding any other provision 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 pro rata 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, along with the amount of any Additional Rent payable by which Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueoverpaid.

Operating Expenses. In From and after the event occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved 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 at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the period from April 1Waste Management Lease (together with any additional funds, 2011 through March 31if any, 2012 for Extraordinary Expenses requested by 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 “Base YearOperating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (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), Tenant agrees Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account 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 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 each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Approved Operating Expenses, Landlord shall correct the amount within fifteen (15) days after delivery by Borrower to Lender of Additional Rent. If the audit concludes 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 (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that Landlord has misstated such funds will be used to pay such Approved Operating Expenses by more than 10% of the Base Year Operating Expenseand a description thereof, Landlord shall additionally (y) that all previous disbursements have been or will be used to pay the cost of previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the audit not requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior Lender as to the termination dateamount, shall have the option to invoice Tenant for Tenant’s pro rata 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 Tenant applicable to the 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 necessity and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duepurpose therefor.

Operating Expenses. In “Operating Expenses” charged to Tenant hereunder shall mean all costs incurred by Landlord in connection with owning, operating, insuring, maintaining, repairing and replacing the event Premises, Building, and all other portions of the Park or Outside Area including, without limitation, the cost of all utilities or services not paid directly by Tenant, property insurance, liability insurance, property management, maintenance, repair and replacement of landscaping, parking areas, and any other common facilities, and performing Landlord’s obligations under Paragraph 7.2.2. Operating Expenses shall include without limitation, the following: (i) the cost, including interest at ten percent (10%) per annum, amortized over its useful life, of any capital improvement made to any portion of the Park by Landlord after the Effective Date of this Lease which is required under any Applicable Laws that were not applicable to the relevant portion of the Park at the time the relevant portion of the Park was constructed; (ii) the cost, including interest at ten percent (10%) per annum, amortized over its useful life, of installation of any device or other equipment which improves the operating efficiency of any system within the Park and thereby reduces Operating Expenses; (iii) maintenance, repair and replacement items which have a reasonable life expectancy in excess of five (5) years and which, if charged to Operating Expenses in one(1) year, would unreasonably distort total Operating Expenses for that year and therefore the Building and/or cost thereof is being spread over the reasonable life expectancy of the work performed; (iv) all expenses allocated to the Property pursuant to the CC&Rs; and (v) a management fee equal to three percent (3%) 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 and Operating Expenses. Landlord may invoice Tenant monthly for shall not charge to Tenant’s pro rata share of the 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 each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have not be obligated to pay, any cost or expense not charged to Tenant within two (2) years after the right date such cost is incurred (except for costs properly amortized over multiple years pursuant to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueParagraph 8.4).

Operating Expenses. In Subject to the event the Operating Expenses provisions of subparagraph (d) below, utility charges and other operating expenses for the Building and/or Property and contract payments for Contracts Being Assigned shall be prorated in the manner contemplated above; provided, however, that Seller shall not receive credit for any prepaid operating expenses unless the same were for ordinary operations at the Property after the Closing Date for the benefit of Buyer. To the extent that the amount of actual consumption of any utility services or the amount of any contract payment or other expense is not determined prior to the Closing Date, a proration shall be made at Closing based on the last available reading (as to utilities) or other reasonable estimates, and post-closing adjustments between Buyer and Seller shall be made within twenty (20) days of the date that actual consumption or charges are determined for such pre-closing period. Seller shall not assign to Buyer any deposits which Seller has with any of the utility services or companies servicing the Property unless Buyer, at Buyer's option, shall purchase the deposits at Closing and Seller shall assign to Buyer all of Seller's right, title and interest in such deposits. (d) PASS-THROUGHS. Seller shall pay or credit to Buyer (on an aggregate good-faith estimated basis at Closing, with a detailed re-adjustment, if necessary, after Closing as actual amounts become known and reconciliations with tenants are completed) Excess Seller Recoveries (as defined below), if any, for each Lease. The "EXCESS SELLER RECOVERY" for each Lease shall be the amount by which the Leased Premises are a parttenant's payments to Seller under such Lease on account of common area maintenance charges, shalltaxes and operating expenses and similar expenses, in any other than real estate taxes (collectively, "PASS-THROUGHS") for the calendar year during 1997 or other relevant period prior to the Term, exceed Landlord’s Operating Expenses Closing for which Pass-Throughs are determined under the Lease exceeds the product of (i) Seller's actual out of pocket costs (or Seller's actual costs in excess (when annualized) of base year costs or stops for Leases where Pass-Throughs are paid on an escalation basis) for such period for the Building and/or the Property for the period from April 1items subject to such Pass-Throughs, 2011 through March 31, 2012 multiplied by (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata ii) such tenant's percentage share of such excess Operating ExpensesPass-Throughs under such Lease. Landlord may invoice Tenant monthly In addition, Seller shall reimburse Buyer after Closing if Buyer is required to refund after Closing (pursuant to any Lease) any overcharge or incorrect charge for Tenant’s pro rata share operating expenses or taxes or charges of a similar nature or fixed or percentage rent attributable to the period of Seller's ownership. If any tenant is required to pay after Closing (pursuant to any Lease) any underpayment for Pass-Throughs on account of the landlord's costs being in excess of those upon which estimated Operating Expenses for each calendar yeartenant payments on account of Pass-Throughs are based, which amount Buyer shall bxxx the tenant therefor and, upon receipt of such payment, application shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right first to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata such tenant's share of the excess Operating Expenses based upon landlord costs for the previous year’s Operating Expensesrelevant period incurred by Buyer, and then to such tenant's share of the excess landlord costs for the relevant period incurred by Seller. If this Lease Any amounts that may be due Seller as a result of such re-prorations shall terminate on be paid by Buyer to Seller promptly after Buyer collects such amounts from the tenants, and any amounts that may be due the tenants as a day other than the last day result of a calendar year, such re-prorations shall be paid by Seller to Buyer promptly after written request therefor is delivered to Seller by Buyer (together with reasonably satisfactory evidence of the amount of any Additional Rent payable by Tenant applicable to due the 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 365tenants). Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due.e)

Operating Expenses. In Tenant will pay its Pro-Rata Share of any increases in Operating Expenses over the event Operating Expenses Base Year, which amount will be grossed-up to reflect a one-hundred percent (100%) operated and occupied Building including adjustments for any warranties in-place. Current Operating Expenses are estimated at $3.06 RSF: • Insurance: $0.23 RSF • Electric & Gas: $1.26 RSF • Electric R&M: $0.03 RSF • Plumbing R&M: $0.05 RSF • HVAC R&M: $0.07 RSF • General R&M: $0.12 RSF • Elevator R&M: $0.04 RSF • Parking Lot R&M: $0.20 RSF • Roof R&M: $0.04 RSF • Security: $0.22 RSF • Trash Removal: $0.10 RSF • Professional Fees: $0.03 RSF • Snow Plowing: $0.19 RSF • Water & Sewer: $0.15 RSF • Management Fee: $0.33 RSF Operating Expenses will be calculated in accordance with Generally Accepted Accounting Principles (GAAP) and shall include all commercially reasonable expenses incurred to operate the Building. Notwithstanding anything in the Lease including this Exhibit C to the contrary, the items listed on Exhibit C-1 shall be excluded from the definition of Operating Expenses. The above list of Operating Expenses is estimated only. Actual Operating Expenses will be determined during the calendar year 2012 as set forth in this Lease for the Operating Expense Base Year. It may be that certain Operating Expenses cannot be calculated accurately during the Operating Expense Base Year, which is less than one full year from Rent Commencement Date. Such Operating Expenses will be calculated when available and will relate back to and adjust the Operating Expenses for the Operating Expense Base Year. Tenant may audit such calculations pursuant to Section 4 of the Lease. Controllable Operating Expenses, as grossed-up, shall not increase more than 3% annually on a cumulative basis. Controllable Operating Expenses shall mean all Operating Expenses with the exception of utilities, insurance and snow removal. The services to be included in Operating Expenses and extended to the Tenant by Landlord as a standard for the Building and/or the Property and Premises shall include, but not be limited to, property management, repair and maintenance of which the Leased Premises are a partbase building systems, shalllandscaping, in any calendar year snow removal, window cleaning, common area janitorial services, water and sewer, trash removal, common area security and lighting, parking lot repair and maintenance, vertical transportation, and HVAC during Normal Business Hours (not including HVAC distribution) and such other services as Tenant may reasonably request from time to time 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 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 each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due.Expense Exclusions

Operating Expenses. In Commencing on February 1, 1988 and ------------------ thereafter during the event term of this Lease, Tenant shall pay as Additional Rent, the sum of (i) Tenant's Share of Operating Expenses (as hereinafter defined), plus (ii) management fees equal to two and one-half percent (2-1/2%) of the sum of (x) _________________________________________ Additional Rent payable under this Section 3.04 for any period of less than one month shall be apportioned on the Building and/or basis of the Property number of which the Leased Premises are a part, shall, days in any such month. During December of each calendar year during the Termterm of this Lease, exceed Landlord’s Operating Expenses or as soon thereafter as practicable, Landlord shall give Tenant written notice of its estimate of Additional Rent payable under this Section 3.04 for the Building and/or the Property for the period from April 1ensuing calendar year; provided, 2011 through March 31however, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share during calendar year 1988 shall be calculated on the basis of such excess Operating Expensesan estimate of Additional Rent in the amount of _____________________ of rentable area in the Leased Premises. Landlord may invoice Tenant monthly for Tenant’s pro rata share On or before the first day of each month during the estimated Operating Expenses for each ensuing calendar year, which Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts together with the Annual Rent, provided that if such notice is not given in December, Tenant shall continue to pay during the ensuing calendar year on the basis of the amount shall be adjusted each payable during the calendar year based upon anticipated Operating Expensesjust ended, until the month after such notice is given. Within six If at any time or times it appears to Landlord that the Additional Rent payable under this Section 3.04 for the current calendar year will vary from Landlord's estimate by more than five percent (6) months following the close of each calendar year5%), Landlord shall provide Tenant 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 revise, by notice to Tenant, its estimate for such year, and subsequent 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 for such year shall be accompanied based upon such revised estimate. Failure to make a revision contemplated by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant immediately preceding sentence shall have the not prejudice Landlord's right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If collect the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount full amounts 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 provision 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 pro rata 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due.

Operating Expenses. In the event Prior to commencement of each 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 Building and/or same shall be in excess of the Property Base Operating Expenses, the installments of which the Leased Premises are a part, shall, rent payable hereunder in any calendar year 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 First Term) or forty and five one hundredths percent (40.5%) (during the Second Term) of such excess (the "Tenant's Estimated Share"), exceed and Tenant shall make payment thereof to Landlord accordingly. After the end of each Operating Year, the Landlord shall furnish to Tenant a statement of Landlord’s 's actual Operating Expenses for such Operating Year, and Tenant shall pay to Landlord an amount equal to seventy-three and five one hundredths percent (73.5%) (during the Building and/or First Term) or forty and five one hundredths percent (40.5%) (during the Property for Second Term) of 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 excess of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which over the Base Operating Expenses ("Tenant's Actual Share"). If Tenant's Actual Share is greater than the amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant 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 paid by Tenant exceeds the amount to Landlord as Tenant's Estimated Share, then Tenant shall pay this difference to Landlord within fourteen (14) days after delivery of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereundersuch statement. In the event the accounting shows that the total of the monthly payments made by Tenant If Tenant's Actual Share is less than the amount of Additional Rent due paid by Tenant under this sectionto Landlord as Tenant's Estimated Share, then Landlord shall refund the account shall be accompanied by an invoice for the Additional Rent, and if in the last year excess to Tenant within fourteen (14) days after delivery of the Term, be accompanied by a refundsuch statement. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant examine, at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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 yearits expense, the amount Landlord's records with respect thereto in the Landlord's office for a period of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of sixty (60) days from the commencement Tenant's receipt of the calendar year to and including the termination date bears to 365such statement. Tenant agrees shall not have the right to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueexamine such records thereafter.

Operating Expenses. In After the event the Operating Expenses occurrence of a Default, but for the Building and/or the Property lapse of which the Leased Premises are a partany applicable grace period, 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 and notwithstanding such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount Default shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar yearor have been cured or waived by Bondowner Representative, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant Bondowner Representative shall have the right to engage require Borrower to deposit with Bondowner Representative, in monthly installments in advance on the first day of each month, an independent Certified Public Accountant 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 a qualified employee other documents relating to the operating expenses to be sent or mailed directly to Bondowner Representative. Upon receipt of Tenant at Tenant expense such bills, statements or other documents, and provided Borrower has deposited sufficient funds with Bondowner Representative pursuant to conduct an audit this Section 11.46, Bondowner Representative shall pay such amounts as may be due thereunder out of Landlord’s computations of Additional Rent due under this sectionthe funds so deposited with Bondowner Representative. If at any time and for any reason the audit concludes that Landlord has misstated funds deposited with Bondowner Representative are or will be insufficient to pay such Operating ExpensesExpenses as may then or subsequently be due, Landlord Bondowner Representative may notify Borrower and Borrower shall correct immediately deposit an amount equal to the 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 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 be obligated to pay any amounts in excess of the amount of Additional Rentfunds deposited with Bondowner Representative pursuant to this Section 11.46. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating ExpenseBondowner 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, Landlord shall additionally pay the cost of the audit not financing statements and other documents and instruments as Bondowner Representative may require in order to exceed $5,000. Notwithstanding any other provision confirm Bondowner Representative’s security interest in this Leaseand/or control over such accounts (including, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata 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 yearwithout limitation, the amount of any Additional Rent payable by Tenant applicable Replacement Reserve referred to in the 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 Replacement Reserve Agreement, and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duefunds deposited therein).

Operating Expenses. In (a) During each month of the event Term (commencing on the Commencement Date, notwithstanding that Base Rent commences on the Rent Commencement Date), on the first day of each calendar month during the Term, in advance, Tenant shall pay Landlord an amount equal to 1/12th of Tenant’s Proportionate Share of the annual cost of estimated 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 Project for the Building and/or the Property relevant calendar year. Payments 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 Expensesany fractional calendar month shall be prorated. Landlord may invoice Tenant monthly for Tenant’s pro rata share shall provide its estimate of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following of the close Term prior to the commencement of each such calendar year, provided that Landlord may reasonably revise its estimate at any time and the additional estimate shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In be payable as equal additions to Operating Expenses for the event the accounting shows that the total remainder of the monthly calendar year. If Tenant’s total 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 Operating Expenses for any year are less than the amount of Additional Rent due by actual Operating Expenses for such year, then Tenant under this section, shall pay the account shall be accompanied by an invoice for the Additional Rentdifference to Landlord within thirty (30) days after written demand, and if in more, then Landlord shall retain such excess and credit it against Tenant’s next payments of Operating Expenses (or if at the last year end of the Term, be accompanied by a refundrefund such amount to Tenant within thirty (30) days following the Expiration Date. Tenant Notwithstanding the above, Landlord shall have the right right, but not the obligation, to engage an independent Certified Public Accountant 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 same or a qualified employee 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 Tenant at Tenant expense to conduct an audit the Building for any calendar year was or is not one hundred percent (100%) of Landlord’s computations of Additional Rent due under this section. If full occupancy, then the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated estimated 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 provision 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 pro rata share of the excess and actual 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 Tenant applicable to the for such year in which such termination shall occur shall be prorated on proportionately adjusted by Landlord to reflect those costs which would have occurred had the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten Building been one hundred percent (10100%) days following receipt of the invoice or accounting showing Additional Rent dueoccupied during such year.

Operating Expenses. In The Venture shall bear all other costs and expenses of the event Venture’s activities and operations, including without limitation, the Operating Expenses following: (i) Taxes of the Venture, fees and expenses of professional advisors to the Venture, premiums for insurance (including, without limitation, error and omissions, directors and officers and other forms of liability insurance (other than the cost of liability insurance for the Building and/or Manager, its Affiliates and any of their respective officers, directors, partners, members, shareholders and employees)) protecting the Property Venture, the Manager and other Indemnified Persons and litigation costs of which the Leased Premises are a partVenture; (ii) administrative expenses related to the Venture, shallincluding without limitation, fees and expenses of accountants, lawyers and other professionals incurred in any calendar year during connection with the TermVenture’s annual audit, exceed Landlordfinancial reporting, legal opinions and preparation of Tax Returns; (iii) the Venture’s Operating Expenses proportionate share of all fees, costs and expenses (other than Non‑Reimbursable Expenses) incurred in evaluating, developing, negotiating, structuring, acquiring, holding, appraising, financing, selling or otherwise disposing of or otherwise dealing with the Subsidiary REIT and the Project (or the Venture’s interest therein) pursued for the Building and/or Venture in accordance with the Property for terms of this Agreement, whether or not the period from April 1Venture actually invests therein (including, 2011 through March 31without limitation, 2012 any travel, legal, accounting, due diligence, projections, valuations and other fees and out‑of‑pocket expenses related thereto); (iv) all fees and expenses incurred in connection with obtaining independent, third‑party valuations of the Venture pursuant to Section 12.6; (v) indemnification expenses incurred pursuant to Section 7.2; and (vi) all other customary fees, costs and expenses of the Venture payable to Persons other than, except to extent otherwise provided herein, BHMF GP, BHMF Member, BHMF REIT or any of their respective Affiliates (collectively, “Base YearOperating Expenses”), Tenant agrees . The Manager may make one or more Capital Calls in accordance with Article 3 in order to enable the Venture to pay as Additional Rent Tenant’s pro rata share of such excess any Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share For the avoidance of doubt, neither the 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 each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 Venture nor any other provision in this Lease, during the year Entity in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on Venture owns a day other than the last day of direct or indirect interest (including a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year Subsidiary REIT or an Entity in which such termination the Venture owns a direct or indirect interest that itself holds a direct or indirect interest in a Project) shall occur shall be prorated on pay or reimburse BHMF Member or its Affiliates for any Dead Deal Costs or for any Non‑Reimbursable Expenses, which costs and expenses are solely for the ratio that the number account of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueBHMF GP.

Operating Expenses. In Collectively, the event aggregate of those amounts actually incurred and paid with respect to the Operating Expenses ownership, operation, management, leasing and occupancy of the Mortgaged Property and the Land (Parking), determined on a cash basis, except as otherwise specified herein, in accordance with a modified GAAP basis with respect to the Mortgaged Property and the Land (Parking) for the Building and/or immediately preceding Calendar Period including, but not limited to, any and all of the Property following (but without duplication of which any item): (i) Taxes calculated on an accrual basis (and not on the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses cash basis) of accounting for the Building and/or the Property Calendar Period; such accrual accounting for Taxes shall be based upon taxes actually assessed 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 estimated Operating Expenses for each current calendar year, which amount or if such assessment for the current calendar year has not been made, then until such assessment has been made (and with any retroactive adjustments for prior calendar months as may ultimately be needed when the actual assessments has been made) Taxes for the Calendar Period shall be adjusted each year estimated based upon anticipated Operating Expenses. Within six on the last such assessment for the Mortgaged Property; (6ii) months following foreign, U.S., state and local sales, use or other taxes, except for taxes measured by net income; (iii) special assessments or similar charges against the close Mortgaged Property and the Land (Parking); (iv) costs of each calendar yearutilities, Landlord shall provide Tenant air conditioning and heating for the Mortgaged Property and the Land (Parking) to the extent not directly paid by lessees or Tenants; (v) maintenance and repair costs for the Mortgaged Property and the Land (Parking); (vi) to the extent such amount is not actually incurred by Borrower as part of its repair and maintenance line item, 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 Tenant exceeds imputed reserve for capital replacement reserves equal to 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 $0.15 per square foot of net leasable area 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 Mortgaged Property; (vii) management fees for the Additional RentMortgaged Property and the Land (Parking); provided, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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 yearhowever, the amount of any Additional Rent payable by Tenant applicable such management fees which may be charged hereunder shall be equal to the year greater of (a) actual aggregate management fees paid to Manager and (b) an amount equal to two and three-quarters percent (2.75%) of the Gross Income for each applicable calendar month; (viii) all salaries, wages and other benefits to “on-site” employees of Borrower or Borrower’s property manager (excluding all salaries, wages and other benefits of officers and supervisory personnel, and other general overhead expenses of Borrower, Borrower’s property manager, Land (Parking) Owner and Land (Parking) Owner’s property manager) employed in connection with the leasing, maintenance and management of the Mortgaged Property and the Land (Parking) which are specifically not included within the management fee outlined in subdefinition (vii) above; (ix) Insurance Premiums calculated on an accrual basis (and not on the cash basis) of accounting for the Calendar Period; such termination shall occur accrual accounting for insurance premiums shall be based upon the insurance premiums for the Mortgaged Property and the Land (Parking) which was last billed to Borrower, adjusted to an annualized premium if necessary; (x) an amortized and prorated on allocation of Leasing Expenses, excluding Capital Expenses and replacements; (xi) outside accounting and audit fees and costs and administrative expenses in connection with the ratio that the number of days from the commencement direct operation and management of the calendar year Mortgaged Property and the Land (Parking); (xii) any payments, and any related interest thereon, to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt lessees or Tenants of the invoice Mortgaged Property with respect to security deposits or accounting showing Additional Rent dueother deposits required to be paid to Tenants but only to the extent any such security deposits and related interest thereon have been previously included in Gross Income and (xiii) to the extent not otherwise included in items (i) through (xii) above, amounts reimbursable as Tenant Reimbursements. Notwithstanding anything to the contrary as being included in the definition of Operating Expenses, there shall be excluded from Operating Expenses the following: (i) depreciation, amortization and any other non-cash deduction allowed to Borrower for income tax purposes; (ii) any and all principal, interest or other costs paid under or with respect to the Note or Loan, (iii) any Leasing Expenses or Capital Expenses which are capitalized in accordance with GAAP of which are not recovered as a Tenant Reimbursement, (iv) bad debts not related to the then current Calendar period, (v) corporate overhead costs allocated or charged to the Mortgaged Property, (vi) those audit fees incurred by Borrower in connection with the terms and conditions of the Loan Documents and (vii) those marketing expenses incurred on a national or regional basis including, without limitation, with respect to arts and events allocated to the Mortgaged Property. Original Maturity Date: September 10, 2017.

Operating Expenses. In the event If the Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shallProperty, in any calendar year during the Term, exceed Landlord’s the 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 additional monthly rent the Proportionate Share of such excess Operating Expenses, as estimated by Landlord from time to time. Landlord may invoice Tenant monthly for 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 pro rata share Proportionate Share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expensesthe actual number of days contained within the Term during such partial calendar year. Within six (6) months following the close By April 30th of each calendar year, Landlord shall will provide Tenant an accounting itemized statement (“Additional Rent Statement”) showing in reasonable detail all computations additional rent due (or any overpayments made) under this Section and Tenant (or Landlord, as the case may be) shall pay such amount within thirty (30) days after receipt of Additional 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 sectionLease ever be reduced due to the operation of this Section 2.3 or to Operating Expenses being less for the Property than the Operating Expenses for the Base Year. In 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 event correctness of such statement, stating the accounting shows that reason for such dispute. Pending the total determination of such dispute, Tenant shall timely pay the full amount of the 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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 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 which accordance with prudent building management practices with respect to Operating Expenses, and shall retain such termination shall occur shall be prorated on the ratio that the number of days from the commencement 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 to and including the termination date bears to 365. year, Landlord shall pay Tenant, or Tenant agrees to shall pay any Additional Rent due under this section within ten Landlord, as applicable, upon thirty (1030) days following receipt prior written notice, an amount equal to such overpayment or underpayment. In no event shall the form of the invoice or accounting showing Additional Rent duesuch payment be as a credit against rent next due or, upon expiration of this Lease.

Operating Expenses. Section 2.02 of the Lease, as previously amended, shall be further amended effective on the date of this Modification by adding to the first sentence thereof after the phrase “Fourth Expansion Premises” the phrse “and Fifth Expansion Premises”. In addition, the event schedule of base years to be used to calculate excess expenses incorporated into the Operating Expenses Sixth Modification and Ratification of Lease shall be amended by adding thereto the following: Identification of Premises Rentable Square Feet Lease Period Base Year Fifth Expansion Premises 5,586 7/1/04-7/31/09 2004 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), and Tenant shall pay Landlord separately for the Building and/or cost of all electrical usage within the Property of which Fifth Expansion Premises. In addition, Tenant shall be solely responsible for any extraordinary costs incurred by Landlord for repair, maintenance or replacements in or around the Leased Fifth Expansion Premises when such extraordinary costs 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 result of Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share specific use of the estimated Operating Expenses for each calendar yearFifth Expansion Premises as a data/computing center, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, provided that Landlord shall provide Tenant an accounting showing with notice of any such extraordinary costs promptly upon its identification of such costs in reasonable detail all computations of Additional Rent due under this section. In order to provide Tenant with the opportunity to mitigate or address such costs, except in the event of an emergency, when no such notice shall be required. If during any calendar year of this Lease, the accounting shows occupancy of the Building averages less than one hundred percent (100%), it is agreed that the total of the 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 Operating Expenses 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 vary depending upon occupancy shall be accompanied by an invoice computed as though the Building had been 95% occupied for the Additional Rent, and if such calendar year. If Landlord recovers in the last excess of 100% of its Operating Expenses that vary depending upon occupancy during any calendar year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating ExpensesLease, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% credit against Tenant’s next ensuing monthly installment or installments of the Base Year Operating Expenserent an amount equal to Tenant’s Proportionate Share of such excess until the credit is exhausted, Landlord shall additionally pay or if the cost term of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior has expired refund to the termination date, shall have Tenant the option to invoice Tenant for Tenant’s pro rata share Proportionate 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueexcess.

Operating Expenses. 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 “addition to Base Year”)Rent payable under paragraph 3.1 above, Tenant agrees to pay pay, commencing on the Term Commencement Date and continuing throughout the Term, as Additional Rent Tenant’s pro its pro-rata share of such excess the “Operating Expenses” (hereinafter defined) for the Building and, to the extent applicable, to the Property, together with any and all sales or use taxes levied thereon. The pro-rata share of Operating Expenses (“Share”) to be paid by Tenant shall be 22.74% (364,168 rentable square feet of the Leased Premises divided by 1,601,218 rentable square feet of the Building) of the Operating Expenses. Landlord may invoice Tenant monthly agrees that notwithstanding anything contained in this Lease to the contrary, subject to the abatement provided for herein, Tenant’s pro rata share Share of Operating Expenses are fixed at $0.75 per rentable square foot per year for the initial twelve (12) months of the estimated Term based upon the budget attached hereto as Exhibit C, which to the best of Landlord’s knowledge fairly and accurately describes the anticipated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses2013. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant 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 deliver 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 last year of the Term, be accompanied by a refund. Tenant shall have the right invoices to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata share 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 Tenant applicable to the year in which and such termination shall occur invoices shall be prorated on the ratio that the number of days from the commencement of the calendar year to due and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section payable within ten (10) days following receipt of receipt. From time to time during the Term, Landlord shall send a statement of Operating Expenses to Tenant for any portion of the Term that has expired providing in reasonable detail a statement of all Operating Expenses incurred in the operation of the Property along with the amount representing Tenant’s Share thereof (the “Statement”). Concurrently with the invoice or accounting showing described above, Landlord shall also provide an estimate of future Operating Expenses and a new estimate of the monthly Operating Expenses payable by Tenant as Additional Rent dueunder the terms of this Lease.

Operating Expenses. In From and after the event Suite C-2 Commencement Date and continuing through the remainder of the Suite C-2 Term, in addition to the Operating Expenses OOOIU9la 2 payable by Tenant respecting the Existing Premises, Tenant shall also pay for the Building and/or the Property Tenant's Pro Rata Share of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for respecting the Building and/or Suite C-2 Expansion Space. Such amounts shall be payable in accordance with 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 terms of the estimated Existing Lease; provided, however, any caps on increases in Operating Expenses for each calendar yearrespecting the Existing Premises shall not apply to the Suite C-2 Expansion Space. During the Suite C-2 Tenn, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close Tenant's Pro Rata Share of each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses (exclusive of Taxes) respecting the Suite C-2 Expansion Space shall not increase by more than 105% 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 Base Year maximum allowable amount of Tenant's Pro Rata Share of Operating ExpenseExpenses (other than Taxes) pennitted for 2018). By way of illustration, Landlord shall additionally pay if Tenant's Pro Rata Share of Operating Expenses (other than Taxes) respecting the cost 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 audit Suite C-2 Expansion Space for 2018 would not to exceed $5,000. Notwithstanding any other provision in this Lease1.05 per rentable square foot per month, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for and Tenant’s pro rata share 's Pro Rata Share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day (other than Taxes) respecting the last day Suite C-2 Expansion Space for 2019 would not exceed $1. l 025 per rentable square foot per month. For the avoidance of a calendar yeardoubt, nothing contained herein shall limit in any way Tenant's liability for Taxes respecting the amount Suite C-2 Expansion Space. Landlord and Tenant acknowledge that for purposes of any Additional Rent Operating Expenses payable by Tenant applicable to respecting the year in which such termination Suite C-2 Expansion Space, Tenant's Pro Rata Share 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueequal 6.3%.

Operating Expenses. In After the event the Operating Expenses occurrence of a Default, but for the Building and/or the Property lapse of which the Leased Premises are a partany applicable grace period, 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 and notwithstanding such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount Default shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar yearor have been cured or waived by Bondowner Representative, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant Bondowner Representative shall have the right to engage require Borrower to deposit with Bondowner Representative, in monthly installments in advance on the first day of each month, an independent Certified Public Accountant 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 a qualified employee other documents relating to the operating expenses to be sent or mailed directly to Bondowner Representative. Upon receipt of Tenant at Tenant expense such bills, statements or other documents, and provided Borrower has deposited sufficient funds with Bondowner Representative pursuant to conduct an audit this Section 11.46, Bondowner Representative shall pay such amounts as may be due thereunder out of Landlord’s computations of Additional Rent due under this sectionthe funds so deposited with Bondowner Representative. If at any time and for any reason the audit concludes that Landlord has misstated funds deposited with Bondowner Representative are or will be insufficient to pay such Operating ExpensesExpenses as may then or subsequently be due, Landlord Bondowner Representative may notify Borrower and Borrower shall correct immediately deposit an amount equal to the 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 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 be obligated to pay any amounts in excess of the amount of Additional Rentfunds deposited with Bondowner Representative pursuant to this Section 11.46. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating ExpenseBondowner 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, Landlord shall additionally pay the cost of the audit not financing statements and other documents and instruments as Bondowner Representative may require in order to exceed $5,000. Notwithstanding any other provision confirm Bondowner Representative’s security interest 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 pro rata 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 Tenant applicable to the year in which and/or control over 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueaccounts.

Operating Expenses. In (a) The amount of the event the Annual Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, set forth 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 Section 1(h) above represents Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share Share of the estimated Operating Expenses for each the calendar year, year in which the Term commences. Landlord may reasonably adjust such amount shall be adjusted each year based upon anticipated 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. Within six (6) months following the close By April 30th of each calendar yearyear (and as soon as practical after the expiration or termination of this Lease or, at Landlord’s option, after a sale of the Property), Landlord shall provide Tenant an accounting showing in reasonable detail all computations with a reasonably detailed statement of Additional Rent due under this sectionOperating Expenses for the preceding calendar year or part thereof. In the event the accounting shows that the total Within 30 days after delivery of the monthly payments made by statement to Tenant, Landlord or Tenant exceeds shall pay to the other the amount of Additional Rent any overpayment or deficiency then due by from one to the other or, at Landlord’s option, Landlord may credit Tenant’s account for any overpayment. If Tenant under this sectiondoes not give Landlord notice within 60 days after receiving Landlord’s statement that Tenant disagrees with the statement and specifying the items and amounts in dispute, 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 last year of the Term, be accompanied by a refund. Tenant shall deemed to have waived the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of contest the statement and the amounts set forth in good faith by Landlord in such statement shall thereafter be deemed conclusive against Tenant. Landlord’s computations and Tenant’s obligation to pay any overpayment or deficiency due the other pursuant to this Section shall survive the expiration or termination of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 $5,000Lease. Notwithstanding any other provision in of this Lease, during the year in which the Lease terminates, Landlord, prior to the termination datecontrary, shall have Landlord may, in its reasonable discretion, determine from time to time the option method of computing and allocating Operating Expenses, including the method of allocating Operating Expenses to invoice Tenant 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 Tenant’s pro rata share such period of expenses that vary based on the level of occupancy of the excess Building, so that Operating Expenses based upon are computed as though 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueBuilding had been 95% occupied.

Operating Expenses. In a. Commencing on January 1, 2019 and continuing throughout the event Term, the County shall pay, in monthly installments, the County’s Proportionate Share of Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year in question in excess of Operating Expenses incurred 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 2018 calendar year base year (the “Base Year”). If any portion of the Buildings is not fully occupied during the Base Year Landlord shall gross up Operating Expenses which vary with occupancy for such period so that Operating Expenses are computed as though the Buildings had been fully occupied. If any expense (including without limitation any tax or insurance premium) included within the Operating Expenses incurred during the Base Year is thereafter reduced or eliminated (an “Expense Reduction”), Tenant agrees to pay as Additional Rent Tenantthen for the purpose of calculating the County’s pro rata share Proportionate Share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of , the estimated Operating Expenses for each calendar year, which applicable Base Year amount shall be adjusted reduced to reflect the Expense Reduction. By April 30th of each year based upon anticipated Operating Expenses. Within six (6) months following and as soon as practical after the close expiration or termination of each calendar yearthis Lease or, at Landlord’s option, after a sale of the Property), Landlord shall provide Tenant an accounting showing in reasonable detail all computations the County with a statement of Additional Rent due under this sectionOperating Expenses for the preceding calendar year or part thereof. In Within 30 business days after delivery of the event statement with properly documented statements to the accounting shows County and after any questioned expenses have been satisfactorily explained or disputed as set forth below, County shall pay to the Landlord the County’s Proportionate Share of Operating Expenses for the Leased Premises. If the County does not give Landlord notice within 30 business days after receiving Landlord’s statement that the total of County disagrees with the monthly payments made by Tenant exceeds statement and specifying the amount of Additional Rent due by Tenant under this sectionitems and amounts in dispute, 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 County shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall deemed to have waived the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this sectioncontest the statement and the amounts set forth in such statement shall thereafter be deemed conclusive against the County. If the audit concludes The Landlord specifically agrees that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Controllable Operating Expenses shall not increase by more than 10% five percent (5%) per year in the aggregate over the Initial Term of the Base Year Lease on a non-cumulative and non-compounding basis. Controllable Operating ExpenseExpenses shall mean Operating Expenses other than taxes, Landlord insurance, utilities, snow and ice removal and security. Xxxxxxxx’s and the County’s obligation to reconcile the Operating Expenses due the other pursuant to this Section shall additionally pay survive the cost expiration or termination of the audit not to exceed $5,000. Notwithstanding any other provision 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 pro rata 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due.

Operating Expenses. In If the event Operating Expenses for any Comparative Year shall be greater than the Operating Expenses for the Building and/or the Property of which the Leased Premises are a partBase Year, shallTenant shall pay to Owner, as Additional Rent for such Comparative Year, in any calendar year during the Termmanner hereinafter provided, exceed Landlord’s an amount equal to the Percentage of the excess (the “Expense Payment”). Following the expiration of each Comparative Year, Owner shall submit to Tenant a statement setting forth the Operating Expenses for the Building and/or preceding Comparative Year, the Property expenses 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 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 each calendar year, Landlord shall provide Tenant 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 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 the Expense Payment, if in any, due to Owner from Tenant for such Comparative Year. If such statement shows an Expense Payment due from Tenant to Owner with respect to the last year of the Term, be accompanied by a refund. preceding Comparative Year then (i) Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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 make payment of any Additional Rent payable by Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section unpaid portion within ten (10) days following 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 invoice or accounting showing 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 dueRent, 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 statement for such current Comparative Year is rendered by Owner.

Operating Expenses. In After the event the Operating Expenses occurrence of a Default, but for the Building and/or the Property lapse of which the Leased Premises are a partany applicable grace period, 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 and notwithstanding such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount Default shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar yearor have been cured or waived by Bondowner Representative, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant Bondowner Representative shall have the right to engage require Borrower to deposit with Bondowner Representative, in monthly installments in advance on the first day of each month, an independent Certified Public Accountant amount sufficient, as reasonably estimated by Bondowner Representative, to pay all Operating Expenses for the Property. In such event, Xxxxxxxx further agrees, upon Bondowner Representative’s request, to cause all bills, statements or a qualified employee other documents relating to the operating expenses to be sent or mailed directly to Bondowner Representative. Upon receipt of Tenant at Tenant expense such bills, statements or other documents, and provided Xxxxxxxx has deposited sufficient funds with Bondowner Representative pursuant to conduct an audit this Section 11.46, Bondowner Representative shall pay such amounts as may be due thereunder out of Landlord’s computations of Additional Rent due under this sectionthe funds so deposited with Bondowner Representative. If at any time and for any reason the audit concludes that Landlord has misstated funds deposited with Bondowner Representative are or will be insufficient to pay such Operating ExpensesExpenses as may then or subsequently be due, Landlord Bondowner Representative may notify Borrower and Borrower shall correct immediately deposit an amount equal to the 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 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 be obligated to pay any amounts in excess of the amount of Additional Rentfunds deposited with Bondowner Representative pursuant to this Section 11.46. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating ExpenseBondowner 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, Landlord shall additionally pay the cost of the audit not financing statements and other documents and instruments as Bondowner Representative may require in order to exceed $5,000. Notwithstanding any other provision confirm Bondowner Representative’s security interest in this Leaseand/or control over such accounts (including, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata 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 yearwithout limitation, the amount of any Additional Rent payable by Tenant applicable Replacement Reserve Account referred to in the 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 Replacement Reserve Agreement, and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duefunds deposited therein).

Operating Expenses. In 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 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 ownership 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, then Seller shall pay 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 due from the Tenants for 2018, then Buyer shall use commercially reasonable efforts to collect such amounts from the Tenants and to the extent received by Buyer to pay such undercollected amount to Seller within fifteen (15) days of the date which such undercollected amount is actually received by Buyer. Seller shall provide Buyer with all reasonable documentation to verify the 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 event any Tenant disputes the Operating Expenses 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) months, and if any disputes are raised with respect to the 2017 operating expenses prior to the expiration of such twelve (12) month period, this provision shall survive until such time as all such disputes are fully resolved and paid. To the extent any tenant is entitled to an audit relative to any pass-throughs for the Building and/or the Property of which the Leased Premises are a partapplicable year, as between Seller and Buyer, (i) Buyer shall, unless otherwise agreed in any calendar year during writing, be responsible for coordinating such audit, and (ii) Seller shall provide the Termauditor selected by Buyer with all requested and available information relative to Seller’s period of ownership and provide such auditor with the standard representation letter required by such auditor in order for such auditor to issue its audit report. The cost of such audit, exceed Landlord’s Operating Expenses for to the Building and/or extent not borne by the tenants, shall be paid by Seller and Buyer in proportion to their respective periods of ownership of the Property for the applicable year. This provision shall expressly survive Closing for a period from April 1, 2011 through March 31, 2012 of twelve (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 estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (612) months following the close of each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duemonths.

Operating Expenses. In The term "Operating Expenses", as used in this Lease, means all of Lessor's reasonable costs to operate and maintain the Land and the Building from time to timc, as determined in accordance with generally accepted accounting principles. Operating Expenses shall include (to the extent and only to the extent same are Lessor's obligation to payor furnish under the other provisions of this Lease), but not be limited to, all sums expended by Lessor, or in the case of major repairs or improvements having a life expectancy in excess of one year, an amortized portion of such sums, whether or not such repair or improvement is properly chargeable to capital expenses or capital improvements under generally accepted accounting principles, in connection with the Building, and the parking and common areas and other improvements on the Land, for general maintenance and repairs, improvements, resurfacing, exterior painting, restriping, cleaning, sweeping, janitorial services, any personnel or services deemed necessary by Lessor, trash removal, planting, landscaping, lighting, water and other utilities paid for by Lessor and directional signs and other markers, bumpers, and personnel to implement such services. Operating Expenses shall also lnclude all ad valorem taxes or assessments and Annual Assessments of The Woodlands Community Association, Inc. ("WCA"), which accrue against the Building or the Land during the Term, all insurance premiums, if any, which Lessor is required to payor deems necessary to pay, with respect to the Building or the Land, and a building management fee equal to five percent (5%) of the full Base Rent without regard to abatement. The current WCA assessment is $0.54 per $100.00 of assessed valuation and is subject to change for each calendar year. Notwithstanding anything contained herein to the contrary, there is expressly excluded from Operating Expenses each of the items set out in Exhibit "D" attached hereto. Further, notwithstanding any other provision herein to the contrary, it is agreed that in the event not more than ninety-five percent (95%) of the rentable area in the Building is occupied during any fiscal year or in the event not more than ninety-five (95%) of the rentable area in the Building is provided with building standard services during any fiscal year, an adjustment shall be made in computing the Operating Expenses for such year so that the Operating Expenses shall be computed for such year as though the Building and/or the Property had been ninety-five percent (95%) occupied during such year and as though ninety-five percent (95%) 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 had been provided with building standard services during such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the 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 each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due.

Operating Expenses. In the event the Operating Expenses for This Lease is a triple net lease, and Base Rent shall be paid to Landlord absolutely net of all costs and expenses relating to 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 and Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share Proportionate Share (defined below) of the estimated Operating Expenses for each calendar yearComplex, which amount shall be adjusted each year based upon anticipated Operating Expensesexcept as specifically provided to the contrary in this Lease. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision As used in this Lease, during the year Tenant’s “Proportionate Share” of Operating Expenses, Real Property Taxes and other Direct Expenses (as defined below in which the Lease terminatesthis Paragraph 5(e)) or other amounts payable by Tenant shall be deemed to be thirty-six percent (36%), Landlord, prior provided that with respect to any Operating Expenses that are allocable solely to the termination dateBuilding (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 the option no right to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If terminate this Lease shall terminate on a day other than the last day of a calendar year, the amount 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 applicable pursuant to Section 5.7 of the Tenant Work Letter), Tenant’s Proportionate Share shall be adjusted accordingly. Beginning on the first (1st) day immediately following the expiration of the Additional Rent Abatement Period, Tenant shall pay to Landlord or to Landlord’s designated agent, in addition to the year in which such termination shall occur shall be prorated on Base Rent and as Additional Rent, the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten following (10) days following receipt of the invoice or accounting showing Additional Rent due.collectively, “Direct Expenses”):

Operating Expenses. In For the event 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 contrary set forth in Article 4 of the Lease, effective January 1, 2011, electricity 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 no longer be a part of the definition of Utility and Service Costs (as defined in Section 4.03B of the Lease) 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 shall no longer be subject to the Base Year and instead shall be subject to a Premises Electricity Cost Expense Stop as more fully described in Section V below. Lessor and Lessee acknowledge and agree that, pursuant to Section 4.05B of the Lease, Lessee owes Lessor approximately $33,000.00 in connection with Lessee's underpayment of actual Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during 2009 (the Term"2009 Operating Expense Underpayment"). Lessor hereby (i) waives any claim to the 2009 Operating Expense Underpayment, exceed Landlord’s (ii) agrees that the existence of the 2009 Operating Expense Underpayment is not, and was not, a Default, event of default, or other similar occurrence under the Lease, and (iii) agrees that Tenant has fully paid all of its obligations on account of Operating Expenses attributable to calendar year 2009. In addition, notwithstanding anything herein or in the Lease to the contrary, Lessee's Proportionate Share of Operating Expenses for calendar year 2010 shall not exceed the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 sum of $54,420.00 (the “Base Year”"Cap"); provided, Tenant agrees however, that the Cap set forth herein shall not be deemed applicable to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expensesany additional space added to the Premises at any time or from time to time, unless expressly so provided in any amendment to the Lease. Landlord may invoice Tenant monthly for Tenant’s pro rata share In consideration of the estimated foregoing, Lessee hereby waives any interest in any overpayment of actual Operating Expenses for each calendar yearyear 2010, which amount amounts, if any, shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant 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 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 Rentsole benefit of Lessor, and if it being understood that Lessee shall not be entitled to any credit, abatement or other concession in the last year of the Term, be accompanied by connection therewith. Lessor agrees to act in a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated commercially reasonable manner in incurring Operating Expenses, Landlord taking into consideration the class and the quality of the Building and Project and shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated extrapolate Operating Expenses in accordance with the methodology used to extrapolate Operating Expenses in comparable buildings owned by more than 10% of Lessor and its affiliates in the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year geographic area in which the Lease terminates, Landlord, prior Building and Project is located. Lessee agrees to the termination date, shall have the option act in a commercially reasonable manner to invoice Tenant for Tenant’s pro rata share control those items of the excess Operating Expenses based upon within Lessee's reasonable control to avoid an unreasonable increase in Operating Expenses incurred during the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a 2010 and 2011 calendar year, the amount of any Additional Rent payable by Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueyears.

Operating Expenses. In addition to Base Rent payable by Tenant pursuant to Section 4, above, on the event 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 Building and/or the Property of calendar year in which the Leased Premises are Lease Commencement Date occurs, and for each calendar year thereafter during the Term, as estimated by 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 partwritten statement (“Estimated Statement”) setting forth Landlord’s estimate of the Operating Expenses allocable to the ensuing calendar year (or portion thereof). Landlord may, shallat 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 Lxxxxxxx’s most current estimate. No later than one hundred twenty (120) days after the end of each calendar year during the Term, exceed 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 references in this 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 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 Building and/or year in which this Lease terminates, which shall be within one hundred twenty (120) days after the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”)end of such year, Tenant agrees to shall promptly pay as Additional Rent any increase due over the estimated expenses paid by Tenant pursuant hereto and conversely any overpayment made in Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount payments shall be adjusted each year based upon anticipated Operating Expensespromptly rebated by Landlord to Tenant. Within six Notwithstanding the foregoing, if Landlord fails to provide the Actual Statement within thirty (630) months following days after written notice from Tenant that Landlord did not deliver the close of each calendar yearActual Statement by the applicable date set forth herein, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall not have the right to engage an independent Certified Public Accountant or a qualified employee collect from Tenant any underpayment of Tenant at Tenant expense to conduct an audit Tenant’s Proportionate Share of Landlord’s computations 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 Additional Rent due under this section. If the audit concludes Operating Expenses actually incurred by Landlord and in the event that Landlord has misstated Operating Expensesshall collect more than one hundred percent (100%), Landlord shall correct the amount promptly reimburse to Tenant, Txxxxx’s Proportionate Share 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 provision in this Lease, during the year in which the Lease terminates, Landlord, prior such excess to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata 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 extent paid by Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueTxxxxx.

Operating Expenses. In the event the Operating Expenses Seller shall endeavor and use commercially reasonable efforts to cause all meters for the Building and/or electricity, gas, water, sewer or other utility usage at the Property to be read on the day before the Closing Date. Seller will pay all charges for such utility charges which have accrued on or prior to the Apportionment Time. If the utility companies are unable or refuse to read the meters on the Closing Date, all charges for such utility charges to the extent unpaid will be prorated and adjusted as of the day before the Closing Date based on the most recent bills and other reasonable factors. Seller shall retain utility deposits and deposits with governmental and quasi-governmental authorities, and initial inducement payments made to Seller by vendors. All other operating expenses of the Property (which are customarily adjusted for in a transction of this nature), including association maintenance charges and special assessments, if applicable, and costs pursuant to the Leased Premises are a partservice contracts in effect as of the Closing Date and being assigned to Purchaser in accordance with the terms hereof (but not including the Seller's management agreement which Seller shall terminate at Closing), shallthe list for which as of the date hereof being attached hereto as Exhibit D ("Service Contracts"), in any calendar year during shall be prorated between Seller and Buyer as of 12:01 a.m. the Term, exceed Landlord’s Operating Expenses for day of the Building and/or Closing Date such that Seller shall be deemed the owner of 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 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 each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision in this Lease, during the year in which the Lease terminates, Landlord, day prior to the termination date, Closing Date and Buyer shall have be deemed the option to invoice Tenant for Tenant’s pro rata share owner of the excess Operating Expenses based upon Property commencing as of the previous year’s Operating Expensesday of Closing; provided, however, there will be no proration of insurance premiums, it being agreed 4815-0899-8962.7 22484/0204 that Buyer will be responsible to obtain its own insurance as of the Closing. If this Lease Prior to the expiration of the Inspection Period, Buyer may provide written notice to Seller of Buyer's request for Seller to cancel any Service Contracts, and Seller shall, at or prior to the Closing cancel all such Service Contracts at Buyer's sole cost and expense, including, without limitation, all cancellation fees. Buyer shall terminate on a day assume any Service Contract in effect as of the Closing other than the last day of a calendar year, the amount of any Additional Rent payable those designated by Tenant applicable Buyer in writing for termination by Seller prior to the year in which such termination shall occur expiration of the Inspection Period, provided however, Buyer shall be prorated on required to assume at Closing any Service Contract not susceptible of being terminated prior to Closing. Notwithstanding the ratio that the number of days foregoing, Seller shall retain and reserve from the commencement sale all (i) utility deposits and deposits with governmental and quasi-governmental authorities, (ii) non-refundable tenant fees such as amenity fees, cleaning fees, redecorating fees and pet fees, other than non-refundable tenant fees collected by Seller for the month of the calendar year Closing, and (iii) initial inducement payments made to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueSeller by vendors.

Operating Expenses. In The Master Lease requires Sublessor to pay to Lessor as Additional Rent the event expenses of operating the Operating Expenses for the Building building and/or the Property project of which the Leased Premises are a partpart (“Operating Expenses”), shallincluding without limitation, taxes, assessments, insurance premiums, utilities, repair and maintenance expenses and other expenses, all as more fully set forth in any calendar year Section 8 of the Master Lease, accordingly, Sublessee shall pay to Sublessor as additional rent fifty-five and 94/100 percent (55.94%) (“Sublessee’s Share”) of the amounts payable by Sublessor for Operating Expenses incurred during the Term, exceed Landlordexcept that Sublessee’s Share during Months 01 and 02 shall be fourteen and 67/100 percent (14.67%) and Sublessee’s Share during Months 03 through 04 shall be thirty-two and 62/100 percent (32.62%). The Master Lease provides for the payment by Sublessor of Operating Expenses for on the Building and/or the Property for the period from April 1basis of an estimate thereof, 2011 through March 31accordingly, 2012 (the “Base Year”), Tenant agrees as and when adjustments 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 estimate or between estimated and actual Operating Expenses for each calendar yearare made under the Master Lease, which amount the obligations of Sublessor and Sublessee hereunder shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following in a like manner; if such adjustments result in a refund to Sublessor, then Sublessor shall also make a refund to Sublessee in the close of each calendar year, Landlord shall provide Tenant an accounting showing appropriate amount and if such adjustments result 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 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 rent to Sublessor, then Sublessor shall also give a credit against rent to Sublessee 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 Rentappropriate amount, and if in any such adjustment shall occur after the last year expiration or earlier termination of the Term, be accompanied by a refund. Tenant shall have then the right to engage an independent Certified Public Accountant or a qualified employee obligations of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due Sublessor and Sublessee under this sectionSection 5(b) shall survive such expiration or termination. If the audit concludes that Landlord has misstated Operating ExpensesSublessor shall, 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 provision 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 pro rata 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following 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 invoice or accounting showing Additional Rent dueOperating Expenses is $.22 per square foot per month.

Operating Expenses. In For purposes of this Lease, "Operating Expenses" ------------------ shall mean all costs and expenses of the event ownership operation, maintenance, repair, ad valorem taxes, management, and security of the Project of every kind and nature (including, without limitation, all amounts, including interest thereon if such amounts are borrowed, spent by Landlord to reduce Operating Expenses, comply with government regulations, promote safety or maintain the status of the Project, calculated on an accrual basis. Operating Expenses for shall specifically include an annual replacement reserve ("Annual Replacement Reserve"). For the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during 1995, the Term, exceed Landlord’s Annual Replacement Reserve shall be $142,629.00 ($.60/rentable square foot of the Buildings). Each calendar year thereafter the Annual Replacement Reserve shall be increased by the Increase Multiplier. Operating Expenses for shall not include (i) depreciation on the Building and/or Buildings and personal property, (ii) Tenant Costs (as defined in the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”Tenant Improvement Agreement), Tenant agrees (iii) payments by Landlord of interest and principal on any mortgage secured by the Project or any portion thereof, (iv) the cost of special services rendered 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 a particular tenant of the estimated Operating Expenses for each calendar yearBuildings, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant 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 are paid or reimbursed 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 Rentsuch tenant, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section(v) leasing commissions. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more average occupancy level was less than 10% ninety five percent (95%) of the Base Year Operating Expense, Landlord shall additionally pay the cost total Rentable Floor Area of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, Buildings during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata 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 Tenant applicable to the Operating Expenses for that calendar year in which such termination shall occur shall be prorated on the ratio that the number adjusted to an amount equal to Landlord's computation of days from the commencement Operating Expenses had ninety-five percent (95%) of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt total Rentable Floor Area of the invoice or accounting showing Buildings been occupied, and the amount so computed shall be deemed to be "Operating Expenses" for the purpose of computing Additional Rent dueRental.

Operating Expenses. In Collectively, the event aggregate of those amounts actually incurred and paid with respect to the, operation, management, leasing and occupancy of the Operating Expenses Land and Improvements, determined on a cash basis, except as otherwise specified herein, with respect to the Project for the Building and/or immediately preceding DSC Period including, but not limited to, any and all of the Property following (but without duplication of which any item): (i) real property taxes calculated on an accrual basis (and not on the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses cash basis) of accounting for the Building and/or the Property DSC Period; such accrual accounting for real property taxes shall be based upon taxes actually assessed 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 estimated Operating Expenses for each current calendar year, which amount or if such assessment for the current calendar year has not been made, then until such assessment has been made (and with any retroactive adjustments for prior calendar months as may ultimately be needed when the actual assessments has been made) real property taxes for the DSC Period shall be adjusted each year estimated based upon anticipated Operating Expenses. Within six on the last such assessment for the Project; (6ii) months following foreign, U.S., state and local sales, use or other taxes, except for taxes measured by net income; (iii) special assessments or similar charges against the close Project; (iv) costs of each calendar yearutilities, Landlord shall provide Tenant an accounting showing air conditioning and heating for the Project to the extent not directly paid by lessees or tenants; (v) maintenance and repair costs for the Project; (vi) a capital expenditure reserve 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 Tenant exceeds the amount of Additional Rent due by Tenant under this section$1,662.50 per month; (vii) management fees; provided, 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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 yearhowever, the amount of such management fees which may be charged hereunder shall not be less than the sum of three percent (3.00%) of the Gross Income for each applicable calendar month; (viii) all salaries, wages and other benefits to "on-site" employees of Borrower or Borrower's property manager (excluding all salaries, wages and other benefits of officers and supervisory personnel, and other general overhead expenses of Borrower and Borrower's property manager) employed in connection with the leasing, maintenance and management of the Project which are specifically not included within the management fee outlined in subparagraph (vii) above; (ix) insurance premiums calculated on an accrual basis (and not on the cash basis) of accounting for the DSC Period; such accrual accounting for insurance premiums shall be based upon the insurance premiums for the Project which was last billed to Borrower, adjusted to an annualized premium if necessary; (x) an amortized and prorated allocation of advertising and promotion costs for leasing space in the Project; (xi) outside accounting and audit fees and costs and administrative expenses in connection with the direct operation and management of the Project; (xii) any Additional Rent payments, and any related interest thereon, to lessees or tenants of the Project with respect to security deposits or other deposits required to be paid to tenants but only to the extent any such security deposits and related interest thereon have been previously included in Gross Income; (xiii) to the extent not otherwise included in items (i) through (xii) above, amounts reimbursable as Tenant Reimbursements; and (xiv) rents and other sums payable by Tenant applicable Borrower under the Ground Lease. Notwithstanding anything to the year contrary as being included in which such termination shall occur the definition of Operating Expenses, there shall be prorated on excluded from Operating Expenses the ratio that following: (i) depreciation and any other non-cash deduction allowed to Borrower for income tax purposes and (ii) any and all principal, interest or other costs paid under or with respect to the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice Note or accounting showing Additional Rent dueLoan.

Operating Expenses. In Except as set forth in the event following sentence, all expenses and other costs in respect of the Operating Expenses for ownership, operation and maintenance of the Building Excluded Casinos shall be paid, to the extent permitted by applicable law, 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 be paid solely from the Excluded Bank Accounts. To the extent that the proceeds in the applicable Excluded Bank Accounts are insufficient to fund such operating costs and expenses then due and payable, the Loan Parties shall (a) cause the applicable Cotai Strip Excluded Subsidiary or Additional Development Excluded Subsidiary, as the case may be (or another Person that is not a Loan Party on their behalf) to promptly make deposits into the Excluded Bank Accounts sufficient to cover all such costs and expenses, and/or (b) be deemed to have utilized capacity to make Investments pursuant to an applicable clause of subsection 7.3 to the Property extent of which such costs and expenses (and 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”Company shall be permitted to make such 148 Investments), Tenant agrees and/or (c) apply funds up to an amount of no more than $5,000,000 at any one time unreimbursed, from other sources to pay as Additional Rent Tenant’s pro rata share such costs and expenses, and in the case of clause (c) promptly deliver a notice of such excess Operating Expenses. Landlord payment to the applicable Cotai Strip Excluded Subsidiary or Additional Development Excluded Subsidiary, as the case may invoice Tenant monthly for Tenant’s pro rata share 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 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 is deposited, within such 10 day period, into the applicable Excluded Bank Account by any other Excluded Subsidiary, the Parent, or any Affiliate of the 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 each calendar year, Landlord shall provide Tenant 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 Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect Parent other than 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant Loan Party or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 TenantPerson on an Excluded Subsidiary’s pro rata 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duebehalf.

Operating Expenses. In (a) The amount of the event the Annual Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, set forth 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 Section l(g) above represents Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share Share of the estimated Operating Expenses for each the calendar year, year in which the Term commences. Landlord may adjust such amount shall be adjusted each year based upon anticipated 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. Within six (6) months following the close By April 30th of each calendar yearyear (and as soon as practical after the expiration or termination of this Lease or, at Landlord’s option, after a sale of the Property), Landlord shall provide Tenant an accounting showing in reasonable detail all computations with a statement of Additional Rent due under this sectionOperating Expenses for the preceding calendar year or part thereof. In the event the accounting shows that the total Within 30 days after delivery of the monthly payments made by statement to Tenant, Landlord or Tenant exceeds shall pay to the other the amount of Additional Rent any overpayment or deficiency then due by from one to the other or, at Landlord’s option, Landlord may credit Tenant’s account for any overpayment. If Tenant under this sectiondoes not give Landlord notice within 30 days after receiving Landlord’s statement that Tenant disagrees with the statement and specifying the items and amounts in dispute, 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 last year of the Term, be accompanied by a refund. Tenant shall deemed to have waived the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of contest the statement. Landlord’s computations and Tenant’s obligation to pay any overpayment or deficiency due the other pursuant to this Section shall survive the expiration or termination of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 $5,000Lease. Notwithstanding any other provision in of this Lease, during the year in which the Lease terminates, Landlord, prior to the termination datecontrary, shall have Landlord may, in its reasonable discretion, determine from time to time the option to invoice Tenant for Tenant’s pro rata share method of computing and allocating Operating Expenses, including the excess method of allocating Operating Expenses based upon to various types of space within the previous year’s Operating ExpensesBuilding to reflect any disparate levels of services provided to different types of space. If this Lease shall terminate the Building is not fully occupied during any period, Landlord may make a reasonable adjustment based on a day other than occupancy in computing the last day of a calendar year, Operating Expenses for such period so that Operating Expenses are computed as though the amount of any Additional Rent payable by Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueBuilding had been fully occupied.

Operating Expenses. In The amount of the event the Annual Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, set forth 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 Section 1(g) above represents Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share Share of the estimated Operating Expenses for each the calendar yearyear in which the Term commences, excluding the cost of electricity and gas that is separately metered to the Premises, and which amount shall be adjusted each year based upon anticipated 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. Within six (6) months following the close By April 30th of each calendar yearyear (and as soon as practical after the expiration or termination of this Lease or, at Landlord’s option, after a sale of the Premises), Landlord shall provide Tenant an accounting showing in reasonable detail all computations with a statement of Additional Rent due under this sectionOperating Expenses for the preceding calendar year or part thereof. In the event the accounting shows that the total Within 30 days after delivery of the monthly payments made by Tenant exceeds statement to Tenant, as the amount of Additional Rent due by Tenant under this sectioncase may be, 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 last year of the Term, be accompanied by a refund. (i) Tenant shall have the right pay to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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 deficiency then due from Tenant to Landlord, or (ii) Landlord shall credit Tenant’s account for any overpayment by Tenant applicable to the year in (which such termination shall occur credit shall be prorated on applied against Rent first due and owing under this Lease) except that in the ratio event that the number Term has expired or terminated other than for Tenant’s default Landlord shall pay Tenant for any such overpayment. 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 waived the right to contest the statement. During such 120 day period, Tenant shall be 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 days from the commencement Landlord’s certification of the calendar year 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 including regardless of such percentage shall refund promptly to Tenant the termination date bears to 365amount 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 agrees shall bear the total cost of any such audit. Landlord’s and Tenant’s obligation to pay any Additional Rent overpayment or deficiency due under the other pursuant to this section within ten (10) days following receipt Section shall survive the expiration or termination of the invoice or accounting showing Additional Rent duethis Lease.

Operating Expenses. In This Lease is intended by the event parties hereto to be a so-called net lease throughout the Term and the Fixed Rent shall be received by Landlord net of all costs and expenses for Real Estate Taxes, 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 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 each calendar year, Landlord shall provide Tenant 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 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 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 payment of 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 last same manner as Fixed Rent, upon demand (or as otherwise provided herein) as Additional Rent, together with reasonable attorney’s fees incurred by the Landlord in connection with consents to *Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. subleases and assignments of this Lease 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 accompanied by a refund. adjusted unless (i) Landlord or another tenant constructs an addition to the Building or (ii) Tenant shall have the right consents in writing to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 adjustment being made for any other provision in this Leasereason (which consent will not be unreasonably delayed, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice conditioned or accounting showing Additional Rent duewithheld).

Operating Expenses. 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”), a) Tenant agrees to pay reimburse Landlord, as Additional Rent Tenant’s pro rata share hereunder, and under any extensions or renewals of such excess Operating Expenses. Landlord may invoice Tenant monthly this Lease, for Tenant’s 's pro rata share of the estimated annual Operating Expenses (as defined in subsection (b) below) of the Building 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 each calendar yearyear 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 amount 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 each year based upon anticipated Operating Expenses. Within six to the amount which would have been incurred if the Building had been ninety-five percent (695%) months following occupied for the close of each calendar entire year, but in no event shall Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that be reimbursed for more than the total of the 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision in this Lease, actually incurred during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for question. Tenant’s 's pro rata 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 Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that determined by multiplying such excess amount by the number of days from rentable square feet contained within the commencement Premises (hereinafter called "Tenant's Share"). Landlord and Tenant hereby agree that, for purposes of this Section 9, the rentable square footages of the calendar year to Premises and including the termination date bears to 365Building 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt If the size of the invoice Building or accounting showing Additional Rent duethe Premises is changed, the parties hereby agree to recalculate Tenant's Share following such change.

Operating Expenses. 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 addition 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 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 each calendar year, Landlord shall provide Tenant 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 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 sums due hereunderunder the Lease, the triple net Operating Expenses per rentable square foot per annum are estimated as follows: Taxes, Insurance and Common Area Maintenance $1.63 per rentable square foot per annum (i.e., $6,520.00 monthly) Section 1(b) of Exhibit C of the Original Lease is deleted and replaced with the following: “Operating Expenses are comprised of “Controllable Expenses” and “Non-Controllable Expenses.” Controllable Expenses are those components of Operating Expenses that are not related to taxes, insurance, snow removal, utilities, and/or collectively-bargained union wages. In Non-Controllable Expenses are those components of Operating Expenses that are not Controllable Expenses. Notwithstanding any provision of the event Lease to the accounting shows contrary, for the purpose of calculating Tenant’s Proportionate Share of Operating Expenses each calendar year through December 31, 2010, the items of Controllable Expenses shall be deemed not to increase more than ten percent (10%) per calendar year (determined on a compounding basis throughout said Term of the Lease) from each prior calendar year (calculated on a per square foot basis to take into account deletion of the Give-Back Premises on the Effective Date and annualized to account for partial years); provided, however, that no item of Operating Expenses other than Controllable Expenses shall be subject to the foregoing limitation; and provided further, that the total of percentage increase shall be determined on a cumulative basis such that if the monthly payments made by Tenant average increase for all expired calendar years and the next calendar year is less than ten percent (10%), then the amount of Additional Rent due by Tenant under this section, percentage increase for the account next calendar year may exceed ten percent (10%) so long as the average increase for all expired calendar years and the next calendar year do not exceed ten percent (10%) per calendar year. There shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata share of the excess Operating Expenses based upon the previous year’s Operating no cap on Non-Controllable Expenses. If this Lease The above amounts are estimates only and subject to actual costs and expenses. The payments set forth above shall terminate be due and payable in equal monthly installments, each such monthly installment due and payable on a day other than the last first day of a each calendar yearmonth, the amount of any Additional Rent payable by Tenant applicable to the 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 advance, without demand and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice without setoff or accounting showing Additional Rent duededuction whatsoever.

Operating Expenses. In For the event 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 contrary set forth in Article 4 of the Lease, effective January 1, 2011, electricity 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 no longer be a part of the definition of Utility and Service Costs (as defined in Section 4.03B of the Lease) 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 shall no longer be subject to the Base Year and instead shall be subject to a Premises Electricity Cost Expense Stop as more fully described in Section V below. Lessor and Lessee acknowledge and agree that, pursuant to Section 4.05B of the Lease, Lessee owes Lessor approximately $33,000.00 in connection with Lessee’s underpayment of actual Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during 2009 (the Term“2009 Operating Expense Underpayment”). Lessor hereby (i) waives any claim to the 2009 Operating Expense Underpayment, exceed Landlord(ii) agrees that the existence of the 2009 Operating Expense Underpayment is not, and was not, a Default, event of default, or other similar occurrence under the Lease, and (iii) agrees that Tenant has fully paid all of its obligations on account of Operating Expenses attributable to calendar year 2009. In addition, notwithstanding anything herein or in the Lease to the contrary, Lessee’s Proportionate Share of Operating Expenses for calendar year 2010 shall not exceed the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 sum of $54,420.00 (the “Base YearCap”); provided, Tenant agrees however, that the Cap set forth herein shall not be deemed applicable to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expensesany additional space added to the Premises at any time or from time to time, unless expressly so provided in any amendment to the Lease. Landlord may invoice Tenant monthly for Tenant’s pro rata share In consideration of the estimated foregoing, Lessee hereby waives any interest in any overpayment of actual Operating Expenses for each calendar yearyear 2010, which amount amounts, if any, shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant 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 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 Rentsole benefit of Lessor, and if it being understood that Lessee shall not be entitled to any credit, abatement or other concession in the last year of the Term, be accompanied by connection therewith. Lessor agrees to act in a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated commercially reasonable manner in incurring Operating Expenses, Landlord taking into consideration the class and the quality of the Building and Project and shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated extrapolate Operating Expenses in accordance with the methodology used to extrapolate Operating Expenses in comparable buildings owned by more than 10% of Lessor and its affiliates in the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year geographic area in which the Lease terminates, Landlord, prior Building and Project is located. Lessee agrees to the termination date, shall have the option act in a commercially reasonable manner to invoice Tenant for Tenant’s pro rata share control those items of the excess Operating Expenses based upon within Lessee’s reasonable control to avoid an unreasonable increase in Operating Expenses incurred during the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a 2010 and 2011 calendar year, the amount of any Additional Rent payable by Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueyears.

Operating Expenses. In addition to Base Rental, Tenant shall also pay Tenant's Prorata Share of the event amount, 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 Building and/or calendar year 2003. Notwithstanding anything to the Property contrary, Tenant's obligation for the payment of which Controllable Operating Expenses shall be capped so as not to exceed an annual increase from the Leased Premises are a part, 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, 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 within nine (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 estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (69) months following the close of each any calendar year, Landlord shall year provide a statement to Tenant an accounting showing in reasonable detail all the computations of Additional Rent the additional rent due under this section. In the event the accounting shows that the total of the 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord if any (the "Statement"), which shall correct be due thirty (30) days after the amount receipt 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 provision 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 pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expensessuch Statement. If this Lease shall terminate on a day other than the last day of a the calendar year, the amount of any Additional Rent additional rental payable by Tenant applicable to the year in which such termination shall occur shall be prorated based on the ratio that the number of days from the commencement of the such calendar year to and including the 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 invoice direct Tenant agrees to pay any Additional Rent prepay monthly one-twelfth of an amount equal to (i) an estimate of the additional rent due under this section paragraph for the current year, or (ii) the 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 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 termination of this Lease or within ten thirty (1030) days following thereafter. Landlord shall refund to Tenant, within thirty (30) days after the termination of this Lease, any excess amounts paid by Tenant 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 Landlord, may cause an audit to be made of Landlord's books and records relating to Operating Expenses. Landlord shall make available for the invoice or accounting showing Additional Rent dueaudit at Landlord's office in Dallas, Texas, all applicable books and records. If the audit discloses an overcharge of Operating Expenses by 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 Tenant, then Landlord shall also immediately pay to Tenant all reasonable costs and expenses incurred in the audit. If the audit discloses an underpayment of Operating 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. In Operating Expenses" shall mean aggregate of (a) the reasonable costs and expenses incurred by Landlord to perform the repair, maintenance and replacement obligations under Section 4.2(a) and 4.2(b) (provided that the Operating Expenses under this clause (a) shall be deemed reasonable unless Tenant shall object in writing to Landlord within ninety (90) days after receipt of the annual statement of Operating Expenses from Landlord under Section 3.2.4, and such Operating Expenses shall in all events be deemed reasonable in the event that the increase in such Operating Expenses with respect to a particular Operating Year over the immediately prior Operating Year is equal to or less than the corresponding increase in the Consumer Price Index for All Urban Consumers Boston-Brockton-Nashua, MA-NH-ME-CT (Base Year 1982-84 = 100), published by the United States Department of Labor, Bureau of Labor Statistics or such appropriate substitute index in the event that such index is not longer published), and (b) premiums for insurance Landlord is required to carry under this Lease or any reasonable and customary insurance required by any Mortgagee of the Premises, and not otherwise carried by Tenant hereunder, including, without limitation, the insurance required under Section 7.6, insurance covering loss of rent, and commercial general liability insurance, and (c) the third party management costs and expenses incurred by Landlord, which amounts under this clause (c) shall not exceed $12,000 per annum. Notwithstanding the foregoing, if, during the Term of this Lease, Landlord shall be required to make a capital expenditure, the total reasonable cost of which is not properly includable in Operating Expenses under clause (a) above for the year in which it was made, there shall nevertheless be included in such Operating Expenses for the Building and/or the Property of year in which the Leased Premises are a part, shall, it was made and 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 estimated Operating Expenses for each calendar year, which amount succeeding year the annual charge-off of such capital expenditure. The annual charge-off shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following determined by dividing the close of each calendar year, original capital expenditure plus an interest factor reasonably determined by Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In as being the event the accounting shows that the total of the 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit lesser of Landlord’s computations 's costs of Additional Rent due under this section. If funds to perform such replacement or the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct interest rate then being charged for long-term mortgages by institutional lenders on like properties within 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 provision in this Lease, during the year locality in which the Lease terminatesPremises is located, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata 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 Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement years of useful life of the calendar year to capital expenditure; and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt useful life shall be determined reasonably by Landlord in accordance with practices in effect at the time of the invoice or accounting showing Additional Rent duemaking such expenditure.

Operating Expenses. In (a) The amount of the event the Annual Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, set forth 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 Section 1 above represents Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share Share of the estimated Operating Expenses for each the calendar yearyear 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, which amount 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 extent that Tenant would otherwise be adjusted each year based upon anticipated obligated to pay such Operating ExpensesExpenses pursuant to the terms of this Lease, including the definition of Operating Expenses set forth in the Rider attached hereto). Within six one hundred fifty (6150) months following days after (i) the close end of each the calendar yearyear 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 provide Tenant an accounting showing with a statement of Operating Expenses (“Statement”) for the preceding calendar year or part thereof detailing the actual Operating Expenses incurred by Landlord in reasonable detail all computations of Additional Rent due under this sectionsuch preceding calendar year or part thereof. In the event the accounting shows that the total Within thirty (30) days after delivery of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this sectionStatement to Tenant, 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 last year of the Term, be accompanied by a refund. Landlord or Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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 Tenant applicable overpayment or deficiency then due from one to the 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. Tenant agrees to pay other or, at Landlord’s option, if applicable, Landlord may credit Tenant’s account for any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueoverpayment.

Operating Expenses. In After the event the Operating Expenses occurrence of a Default, but for the Building and/or the Property lapse of which the Leased Premises are a partany applicable grace period, 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 and notwithstanding such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount Default shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar yearor have been cured or waived by Bondowner Representative, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant Bondowner Representative shall have the right to engage require Borrower to deposit with Bondowner Representative, in monthly installments in advance on the first day of each month, an independent Certified Public Accountant 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 a qualified employee other documents relating to the operating expenses to be sent or mailed directly to Bondowner Representative. Upon receipt of Tenant at Tenant expense such bills, statements or other documents, and provided Borrower has deposited sufficient funds with Bondowner Representative pursuant to conduct an audit this Section 11.46, Bondowner Representative shall pay such amounts as may be due thereunder out of Landlord’s computations of Additional Rent due under this sectionthe funds so deposited with Bondowner Representative. If at any time and for any reason the audit concludes that Landlord has misstated funds deposited with Bondowner Representative are or will be insufficient to pay such Operating ExpensesExpenses as may then or subsequently be due, Landlord Bondowner Representative may notify Borrower and Borrower shall correct immediately deposit an amount equal to the 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 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 be obligated to pay any amounts in excess of the amount of Additional Rentfunds deposited with Bondowner Representative pursuant to this Section 11.46. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating ExpenseBondowner 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, Landlord shall additionally pay the cost of the audit not financing statements and other documents and instruments as Bondowner Representative may require in order to exceed $5,000. Notwithstanding any other provision confirm Bondowner Representative’s security interest in this Leaseand/or control over such accounts (including, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata 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 yearwithout limitation, the amount of any Additional Rent payable by Tenant applicable to the 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 Replacement Reserve and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duefunds deposited therein).

Operating Expenses. In (i) Tenant shall pay, as Additional Rent, its pro-rata share of the event "Operating Expenses" (as defined below). Tenant's pro-rata share shall be determined by multiplying the total amount of Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, incurred by Landlord in any calendar year during by a fraction, the Termnumerator of which shall be the number of gross leasable square feet of space deemed to be contained within the exterior boundaries of the Premises, exceed Landlord’s Operating Expenses for which on the Building and/or 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 for (excluding mezzanine and basement, if any, and excluding the period from April 1, 2011 through March 31, 2012 (square footage attributable to any other tenants at the “Base Year”Property that are maintaining their own Common Area at their own cost and expense), Tenant agrees to pay as Additional Rent which on the date hereof is five hundred eighty-two thousand one hundred fifty (582,150) square feet. Initially, Tenant’s 's pro rata share of Operating Expenses is thirty-four and thirty-six/one-hundredths percent (34.36%), subject to adjustment in the event Tenant exercises its right to expand the Premises pursuant to Section 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 monthly, as Additional Rent, at the same time as the monthly installment of Base Rent is due, an amount equal to one-twelfth (1/12) of Tenant's estimated pro-rata annual share of such excess Operating Expenses. Such estimated amount shall be reconciled on an annual basis and Tenant shall promptly pay to Landlord, or Landlord may invoice shall promptly pay or provide a credit to Tenant monthly (against the next installment of Base Rent and Additional Rent coming due), for the difference between Tenant’s pro 's pro-rata share of the estimated actual Operating Expenses for and Tenant's estimated monthly payments theretofore paid with respect to each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6or portion thereof) months following the close of each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueterm.

Operating Expenses. In the event the (A) Tenant shall not be obligated to pay any amounts on account of Operating Expenses for the Building and/or period commencing on the Property of which Extended Term Commencement Date and ending on the Leased Premises are a part, shall, in any calendar year during day immediately preceding the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for Extended Term Rent Commencement Date. For the period from April 1, 2011 through March 31, 2012 (and after the “Base Year”)date hereof, Tenant agrees shall be obligated to pay as Additional Rent amounts on account of Operating Expenses in accordance with the terms of the Existing Lease, except that, subject to the terms of Section 7(I) hereof, Landlord shall not have the right to include in Operating Expenses the cost of any capital improvement pursuant to Section 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 pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share approval of the estimated Operating Expenses for 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 calendar yearsuch request, which amount a “Major 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 (y) such Major Capital Cost Request is marked in bold with the following language: “TENANT’S RESPONSE IS REQUIRED WITHIN NINETY (90) DAYS 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. 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 adjusted each year based upon anticipated Operating Expensesdeemed to have 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”)). Within six (6) months following Tenant shall not have the close of each calendar year, Landlord shall provide Tenant 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 Tenant exceeds right to dispute the amount of Additional Rent due by Tenant under this sectionany Major Capital Cost without including in any such notice so disputing such amount, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows reasonable supporting evidence that substantiates that the total Major Capital Cost for which Landlord so requested approval is an amount that is greater than one hundred five percent (105%) of the monthly payments made by cost that would otherwise be payable therefor to a 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 is less than disputes an amount that Landlord has the amount right to include in Operating Expenses in accordance with the terms of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional RentSection 4(A), and if the parties do not reach agreement in respect thereof within thirty (30) days after Xxxxxx gives Landlord the last year of the Termnotice disputing such cost, be accompanied by a refund. Tenant then either party shall have the right to engage submit such dispute to an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this sectionExpedited Arbitration Proceeding. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct not have the amount of Additional Rent. If the audit concludes that Landlord has misstated right to include in Operating Expenses by more than 10% any Major Capex Excess as determined in accordance with the terms of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision 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 pro rata 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueSection 4(A).

Operating Expenses. In Lessee shall pay one hundred percent (100%) of all expenses, including, but not limited to, Real Property Taxes, utilities, ect., incurred by lessor in operating and maintaining the event 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 such estimate at the outset of each calendar year of the Term, and such estimate shall be payable by Lessee in monthly installments concurrent with Lessee's monthly payment of Base Rent, in accordance with Paragraphs 1.5 and 4 of the Lease. Lessor may increase such estimate, in good faith, and Lessee 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 Building and/or Premises. If the Property actual Operating Expenses exceed the estimated expenses, Lessee shall pay the difference to Lessor concurrent with the Lessee's next monthly installment of which Base Rent. If the Leased Premises are a partestimated expenses exceed the actual Operating Expenses, shallLessor shall reimburse the difference directly to Lessee. Lessor's failure to notify Lessee of the estimated Operating Expenses, in prior to the Commencement Date of the Original Term or prior to the commencement of any calendar year during of the Term, exceed Landlord’s Operating Expenses for shall not foreclose Lessor from collecting, following such notification , 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 , which expenses ( or balance) shall be due concurrent with Lessee's next monthly for Tenant’s pro rata share installment of Base Rent; provided however, if Lessor fails to notify Lessee of the estimated Operating Expenses for each any upcoming calendar year, which amount Lessee shall be adjusted each year based upon anticipated continue to pay the Operating Expenses. Within six (6) months following Expenses in effect for the close of each prior calendar year, Landlord shall provide Tenant an accounting showing until such time as Lessee is notified, in reasonable detail all computations writing, of Additional Rent due under this section. In the event the accounting shows that the total Lessor's estimate of the 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 Operating Expenses for the Additional Rent, and if in the last year of the Term, be accompanied by a refundthen-current calendar year. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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 Tenant applicable to the year in which such termination shall occur partial month shall be prorated on the ratio that the number of days from the commencement of the based upon a three hundred sixty-five (365) - day calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueyear.

Operating Expenses. In After the event the Operating Expenses occurrence of a Default, but for the Building and/or the Property lapse of which the Leased Premises are a partany applicable grace period, 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 and notwithstanding such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount Default shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar yearor have been cured or waived by Bondowner Representative, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant Bondowner Representative shall have the right to engage require Borrower to deposit with Bondowner Representative, in monthly installments in advance on the first day of each month, an independent Certified Public Accountant 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 a qualified employee other documents relating to the operating expenses to be sent or mailed directly to Bondowner Representative. Upon receipt of Tenant at Tenant expense such bills, statements or other documents, and provided Borrower has deposited sufficient funds with Bondowner Representative pursuant to conduct an audit this Section 11.46, Bondowner Representative shall pay such amounts as may be due thereunder out of Landlord’s computations of Additional Rent due under this sectionthe funds so deposited with Bondowner Representative. If at any time and for any reason the audit concludes that Landlord has misstated funds deposited with Bondowner Representative are or will be insufficient to pay such Operating ExpensesExpenses as may then or subsequently be due, Landlord Bondowner Representative may notify Borrower and Borrower shall correct immediately deposit an amount equal to the 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 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 be obligated to pay any amounts in excess of the amount of Additional Rentfunds deposited with Bondowner Representative pursuant to this Section 11.46. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating ExpenseBondowner 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, Landlord shall additionally pay the cost of the audit not financing statements and other documents and instruments as Bondowner Representative may require in order to exceed $5,000. Notwithstanding any other provision confirm Bondowner Representative’s security interest in this Leaseand/or control over such accounts (including, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata 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 yearwithout limitation, the amount of any Additional Rent payable by Tenant applicable Replacement Reserve Account referred to in the 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 Replacement Reserve Agreement, and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duefunds deposited therein).

Operating Expenses. In 4.3.1 To the event extent that Lessee does not directly contract for the provision of, and pay for, any services relating to the operation, maintenance and repair of the Premises (if such operation, maintenance or repair is required to be undertaken by Lessee under this Lease), 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 for in accordance with this Paragraph 4.3; provided, however, if Lessor makes any capital improvements or alterations to the Building and/or Premises pursuant to its obligations hereunder, the Property cost thereof shall be amortized (with interest at an annual rate of which interest (the Leased Premises are a part“Interest Rate”) equal to the Prime Rate (defined in Paragraph 13.5, shallbelow) this two percent (2%)) over the useful life of such improvements as reasonably determined by Lessor, in and Lessor’s Operating Expenses with respect to any calendar year during the TermTerm 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, exceed LandlordLessee shall reimburse Lessor for such Lessor’s Operating Expenses for the Building and/or the Property for the period from April 1within thirty (30) days of Lessee’s receipt of written, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share notice thereof together with reasonably detailed supporting documentation of such excess Lessor’s Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of In addition, Lessee shall pay to Lessor, on the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six fast (61st) months following the close day of each calendar year, Landlord shall provide Tenant 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 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 last year month of the Term, be accompanied by a refund. Tenant shall have the right property management fee equal to engage an independent Certified Public Accountant or a qualified employee two percent (2%) of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional then monthly Base Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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 and Additional Rent payable by Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duehereunder.

Operating Expenses. In From and after the event Suite F Commencement Date and continuing through the remainder of the Expansion Space Term, in addition to the Operating Expenses payable by Tenant respecting the Existing Premises, Tenant shall also pay for Tenant's Pro Rata Share of Operating Expenses respecting the Building and/or Suite F Expansion Space. Such amounts shall be payable in accordance with the Property terms of which the Leased Existing Lease; provided, however, any caps on increases in Operating Expenses respecting the Existing Premises are a part, shall, in any calendar year during shall not apply to the Suite F Expansion Space. During the Expansion Space Term, exceed Landlord’s Tenant's Pro Rata Share of Operating Expenses for (exclusive of Taxes) respecting 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 estimated Operating Expenses for each calendar year, which amount Suite F Expansion Space shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses not increase by more than 105% per calendar year on a compounding and cumulative basis throughout the Expansion Space Term (e.g. Tenant's Pro Rata Share of Operating Expenses (other than Taxes) for 2017 00498\026\7752798.v3 shall not exceed 105% of Tenant's Pro Rata Share of Operating Expenses (other than Taxes) for 2016; Tenant's Pro Rata Share of Operating Expenses (other than Taxes) for 2018 shall not exceed 105% of the Base Year maximum allowable amount of Tenant' s Pro Rata Share of Operating ExpenseExpenses (other than Taxes) permitted for 2017; etc.). By way of illustration, Landlord shall additionally pay if Tenant's Pro Rata Share of Operating Expenses (other than Taxes) respecting the cost Suite F Expansion Space for 2016 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 audit Suite F Expansion Space for 2017 would not to exceed $5,000. Notwithstanding any other provision in this Lease1.05 per rentable square foot per month, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for and Tenant’s pro rata share 's Pro Rata Share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day (other than Taxes) respecting the last day Suite F Expansion Space for 2018 would not exceed $1.1025 per rentable square foot per month. For the avoidance of a calendar yeardoubt, nothing contained herein shall limit in any way Tenant's liability for Taxes respecting the amount Suite F Expansion Space. Landlord and Tenant acknowledge that for purposes of any Additional Rent Operating Expenses payable by Tenant applicable to respecting the year in which such termination Suite F Expansion Space, Tenant's Pro Rata Share 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueequal 7.54%.

Operating Expenses. In As additional rent during the event Term, Tenant shall pay to Landlord an amount equal to the product obtained by multiplying (i) Tenant's Share of Operating Expenses (as set forth in paragraph 1 above) by (ii) the 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 preventive maintenance), repair and property management of the Building and/or and the Property and, if applicable, the Project, including, without limitation, the roof and walls (other than for the structural repair of which such roof and walls), utility systems and related equipment serving all of the Leased Premises are a partBuilding or the Project and all walks, shalldriveways, parking areas, loading areas, lawns and landscaping. Among the items included in any calendar year during the Term, exceed Landlord’s Operating Expenses under the foregoing 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 and/or the Property for the period from April 1Building; provided, 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 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 each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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 yearhowever, the amount of the property manager's fee included in Operating Expenses of the Building for any Additional Rent calendar year shall not exceed an amount equal to five percent (5%) of the gross receipts received by Landlord from the Building for such calendar year. If Landlord determines that a utility system and related equipment or portion thereof serves one or more tenant suites in addition to the Premises but less than all of the tenant suites in the Building or 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 subparagraph 8(a), except that the amount of the reimbursement by Tenant to Landlord for such items shall be separately 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. Sums payable by Tenant applicable pursuant to this subparagraph shall be paid in accordance with the provisions of subparagraph 5(e) above. Landlord may enter upon the Premises to the year extent necessary or appropriate to do any work described in which 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 termination shall occur shall be prorated work or on account of bringing materials, tools, supplies or equipment into or through the ratio that Premises during the number course thereof, and the obligations of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueLease shall not be affected thereby.

Operating Expenses. In Notwithstanding anything to the contrary in the Lease, including Section 5(b)(i)(A), Section 8(a), Section 12(c) and Exhibit H of the Original Lease (but subject to the immediately succeeding sentence), in the event Landlord performs capital repairs or improvements to the Project (including to the roof structure and/or roof membrane on the Building), 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 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 each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 will include the cost of those capital expenditures incurred (a) in replacing obsolete equipment, (b) for the audit not primary purpose of reducing Operating Expenses or (c) required by any governmental authority to exceed $5,000. Notwithstanding any comply with changes in federal, state, municipal and local laws, codes, ordinances, rules and regulations of governmental authorities, committees, associations, or other provision regulatory committees, agencies or governing bodies having jurisdiction over the Premises, the Building, the Project, Landlord or Tenant, including both statutory and common law and hazardous waste rules and regulations (“Applicable Laws”) that take effect after the Lease Date or to ensure continued compliance with Applicable Laws in this Leaseeffect as of the Lease Date, in each case amortized over the useful life thereof, as reasonably determined by Landlord, in accordance with generally accepted accounting principles; provided, however, that during the year in which Third Amendment Extension Term, the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share amortized amount of the excess foregoing capital expenditures included in 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 Tenant will not exceed a total of $0.10 per rentable square foot of the Premises per month. Notwithstanding anything to the contrary in the Lease, (y) any capital expenditures incurred by Landlord that the Lease otherwise identifies to be at Tenant’s sole cost and expense (which for clarity, includes phrases like “at Tenant’s cost,” “at [Tenant’s] own cost,” “at Tenant’s expense” and similar phrases) (such capital expenditures, “Tenant Capital Expenditures”) shall remain to be Tenant’s sole cost and expense as opposed to included in Operating Expenses as set forth above and (z) the immediately preceding sentence will not be applicable to the 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 Tenant Capital Expenditures. The Lease is hereby amended as required to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under effectuate this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueSection 9.

Operating Expenses. In All expenses, costs, and disbursements of every ------------------ kind and nature which Landlord shall pay or become obligated to pay in connection with the ownership, operation and maintenance of the Building (including all facilities in operation on the Term Commencement Date and such additional facilities which are necessary or beneficial for the operation of the Building) and the Land and the provision of Basic Services, including, but not limited to (a) wages, salaries, fees and costs to Landlord of all Persons engaged in connection therewith up to the level of Property Manager, including taxes, insurance, and benefits relating thereto; (b) the cost of (i) all supplies and materials, electricity and lighting, for Common Areas, (ii) water, heat, air conditioning, and ventilating for the Building, (iii) all maintenance, janitorial, and service agreements, (iv) all insurance, including the cost of casualty and liability insurance applicable to the Building and Landlord's personal property used in connection therewith, (v) repairs and general maintenance, (vi) capital items which are primarily for the purpose of reducing Operating Expenses or which may be required by a Governmental Authority, amortized over the reasonable life of the capital items with the reasonable life and amortization schedule being determined by Landlord in accordance with generally accepted accounting principles (provided that in the event the reasonably estimated annual savings arising from the installation of any such capital improvement shall exceed such annual amortization, Operating Expenses shall include, in lieu of such amortization, such estimated annual savings until the cost of such improvement shall have been completely amortized), (vii) pursuing an application for an abatement of taxes pursuant to Section 6.05 hereof to the extent not deducted from the abatement, if any, received, (viii) independent auditors, (ix) Landlord's central accounting functions, and (x) providing office space for the Building and/or manager of the Property Building; (c) management fees not to exceed 5% per annum; and (d) a share (equal to percentage computed by a fraction the numerator of which is the Leased Premises Rentable Area of the Building and the denominator of which is the aggregate Rentable Area of all constructed buildings (including the Building at 000 Xxxxxx Xxxxxx, Framingham,), of the cost to Landlord of operating, repairing and maintaining exterior common areas and facilities which may not be located entirely on the Land but which are a partavailable for landscaping, shallsecurity and maintenance for common roadways and open areas. Operating Expenses shall not include (i) capital items except as provided above, in (ii) specific costs billed to and paid by specific tenants, or (iii) debt service or depreciation. Operating Expenses shall be determined using the accrual basis of accounting. If at any calendar year time during the Termterm, exceed Landlord’s Operating Expenses for less than ninety-five percent (95%) of the Building and/or Rentable Area of the Property for the period from April 1project is occupied, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess those "Operating Expenses. Landlord may invoice " which are variable based upon level of occupancy (such as Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount space janitorial services) shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following by the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows so that the total of the 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of shall reasonably approximate the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision 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 pro rata share of the excess Operating Expenses based upon which would be incurred if 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten project had been at least ninety-five percent (1095%) days following receipt of the invoice or accounting showing Additional Rent dueoccupied.

Operating Expenses. In The amount of the event the Annual Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, set forth 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 Section 1 above represents Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share 's Share of the estimated Operating Expenses (annualized) for each the calendar year, year in which the Term commences. Landlord may adjust such amount shall be adjusted each year based upon anticipated 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. Within six Each year (6) months following and as soon as practical after the close expiration or termination of each calendar yearthis Lease or, at Landlord's option, after a sale of the Property), Landlord shall 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 Tenant, Landlord or Tenant shall pay to the other the amount of any overpayment or deficiency then due from one to the other, or at Landlord's option, unless the Term 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 specifying the items and amounts in dispute, Tenant shall be deemed to have 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 due. Tenant, at Tenant's expense (except as set forth below), may audit the Statement under the following conditions: (A) Tenant provides notice of its intent to audit within 90 days after receiving the Statement; (B) the audit is performed by 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 the cost savings of Tenant; (C) 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 books and records; (E) the contents of the books and records of Landlord shall be kept confidential by Tenant, its auditor and its other professional advisors, other than in the case of any lawsuit or as required by Laws; and (F) in the event that Tenant or its auditor determines that an accounting showing 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 reasonable detail all computations of Additional Rent due under this sectiongood faith to resolve any issues raised in Tenant's audit. In the event the accounting shows that parties determine an overpayment is due Tenant, the total same shall be credited against future payments of Rent to Tenant (unless the Term has expired in which event, provided there is no Event of Default, such amount shall be paid to Tenant within 30 days). If any overpayment is more than seven percent (7%) of the 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Annual Operating Expenses, 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 reasonable costs of the audit such audit, not to exceed $5,0003,000.00; 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 Section shall survive the expiration or termination of this Lease. Notwithstanding any other provision in of this Lease, during the year in which the Lease terminates, Landlord, prior to the termination datecontrary, shall have Landlord may, in its reasonable discretion, determine from time to time the option to invoice Tenant for Tenant’s pro rata share method of computing and allocating Operating Expenses, including the excess method of allocating Operating Expenses based upon to various types of space within the previous year’s Operating ExpensesBuilding to reflect any disparate levels of services provided to different types of space. If this Lease shall terminate the Building is not fully occupied during any period, Landlord may make a reasonable adjustment based on a day other than occupancy (but only with respect to Operating Expenses which vary with occupancy) in computing the last day of a calendar year, Operating Expenses for such period so that Operating Expenses are computed as though the amount of any Additional Rent payable by Tenant applicable to the 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 365Building had been fully occupied. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due7.

Operating Expenses. (a) In addition to paying the event Minimum Annual Rent, for each year ending or commencing within the Term, Tenant shall pay to Landlord, as additional Rent, Tenant’s Share of Operating Expenses to the extent that such Operating Expenses exceed the Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year incurred during the Term, exceed LandlordBase Year. Landlord may also invoice Tenant separately from time to time for Tenant’s Share of any extraordinary or unanticipated Operating Expenses for in excess of 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 Year Operating Expenses. Landlord may invoice Tenant monthly for TenantEach calendar year or part thereof during the Term (and as soon as practical after the expiration or termination of this Lease or, at Landlord’s pro rata share option, after a sale of the 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 each calendar yearPremises), Landlord shall provide Tenant an accounting showing in reasonable detail all computations with a statement of Additional Rent due under this section. In the event the accounting shows that the total of the 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of (“Statement”) which shall state the Base Year Operating Expenses, the Operating Expenses actually incurred for such year (or period) just ended, Tenant’s Share thereof and the amounts, if any, paid during such year as Estimated Expenses (as hereinafter defined). Upon receipt of the Statement for each year ending during the Term, (i) Tenant shall pay, within thirty (30) days, the full amount by which Tenant’s Share of Operating Expenses exceed those expenses incurred during the Base Year, less the amounts, if any, paid during such year as Estimated Expenses or (ii) if Tenant’s payments of Estimated Expenses are greater than the full amount by which Tenant’s Share of Operating Expenses exceed those expenses incurred during the Base Year, such excess shall be credited against installments of additional rent on account of Operating Expenses (or paid by Landlord to Tenant within thirty (30) days of Tenant’s receipt of such Statement if this Lease has terminated or expired). Landlord shall endeavor to give Tenant a yearly Operating Expense estimate statement which shall set forth Landlord’s reasonable estimate of what the total amount by which Operating Expenses for the then-current year are estimated to exceed the Base Year Operating Expenses for such items and the monthly increase from the prior year’s estimated Operating Expense, if any (the “Estimated Expenses”). The failure of Landlord to timely furnish the statement of Estimated Expenses for any year shall not preclude Landlord from enforcing its rights to collect any Estimated Expenses. Following Landlord’s delivery of the statement of Estimated Expenses, Tenant shall pay, with its next installment of Minimum Annual Rent due, a fraction of the Estimated Expenses. Such fraction shall have as its numerator the number of months which have elapsed in such current year to the month of such payment, both months inclusive, and shall have twelve (12) as its denominator. Until Estimated Expenses are furnished, Tenant shall pay monthly, with the monthly Minimum Annual Rent installments, an amount equal to one-twelfth (1/12) of the total Estimated Expenses set forth in statement of Estimated Expenses for the previous year. If Tenant’s payment of Estimated Expenses are overstated during any year and as such, Tenant has overpaid Operating Expenses for such year as herein provided, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision 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 pro rata 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section overpayment within ten thirty (1030) days following after Tenant’s receipt of the invoice or accounting showing Additional Rent dueStatement or, at Landlord’s option, Landlord may credit Tenant’s account for any overpayment.

Operating Expenses. Prior to the commencement of each Lease Year (in this paragraph called a "Fiscal Year"), or as soon thereafter as is reasonably possible, the Landlord shall furnish to the Tenant an estimate of the Project Operating Expenses and the Building Operating Expenses for such Fiscal Year and the Tenant shall pay to the Landlord on the first day of each month of such Fiscal Year during the Term and any renewal the amount, as calculated by the Landlord which is one-third (1/3) of the Project Proportionate Share of such Project Operating Expenses and one-third (1/3) of the Building Proportionate Share of such Building Operating Expenses, subject to making due adjustment where the Term did not subsist during the whole of such Fiscal Year. In the event that the actual Project Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during Fiscal Year exceed the Term, exceed Landlord’s estimate of the Project Operating Expenses made by the Landlord for such Fiscal Year, 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 within fourteen (14) days of written demand the Project Proportionate Share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the 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 each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this sectionexcess. In the event the accounting shows that the total actual Building Operating Expenses in any Fiscal Year exceed the estimate of the monthly payments Building Operating Expenses made by the Landlord for such Fiscal Year, the Tenant exceeds also agrees to pay within fourteen (14) days of written demand the Building Proportionate Share of such excess. The Landlord shall give credit to the Tenant for 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 any overpayment made by the Tenant is occasioned by the actual Project Operating Expenses for such Fiscal Year being less than the amount estimate of Additional Rent due the Project Operating Expenses for such Fiscal Year or by the actual Building Operating Expenses for such Fiscal Year being less than the estimate of the Building Operating Expenses for such Fiscal Year. Upon the expiry of the Term and the fulfilment by the Tenant of all of its obligations under this section, the account Lease any excess shall be accompanied refunded to the Tenant. The certificate of an officer of the Landlord shall, in the event of dispute, be conclusive and binding upon the Landlord and the Tenant as to any amounts payable under this paragraph 5.4. This paragraph 5.4 is subject to making due adjustment where the Term did not subsist during the whole of such Fiscal Year. The Landlord shall provide to the Tenant an annual statement of the Project Operating Expenses and the Building Operating Expenses. If the Tenant does not give to the Landlord written notice of objection to such statement within sixty (60) days from the date of receipt of such statement of the Project Operating Expenses and the Building Operating Expenses, then the Tenant shall be conclusively deemed to have accepted such statement and shall have no further right to dispute the Project Operating Expenses or the Building Operating Expenses covered by an invoice for such statement, or any part thereof. If, at any time during any Fiscal Year, less than ninety-five (95%) percent of the Additional Rent, Rentable Area of the Building is either occupied by tenants or unoccupied but having a portion of the Building Operating Expenses paid in respect of it and if the Tenant is in the last year occupation of the Term, be accompanied by a refund. Tenant Premises the Landlord shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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, reasonably allocate the amount of any Additional Rent payable by Tenant applicable cost included in the Building Operating Expenses that is determined on an incremental basis (for example, on a per square foot or a per floor basis) and that is related to tenant occupancy amongst the year tenants in which such termination shall occur shall be prorated on the ratio occupation so that the number of days from Landlord will fully recover its expenditure therefor, provided, however, that the commencement Tenant shall never be required to pay more than it would have paid if all of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt Rentable Area of the invoice or accounting showing Additional Rent dueBuilding were fully occupied.

Operating Expenses. In Lessee shall pay to Lessor during the event Term hereof, in addition to the 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 Lease ("Base Year"), 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 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 Expensesnon-cumulative, per year. Landlord may invoice Tenant monthly for Tenant’s pro rata share The maximum amount of the estimated Operating Expenses for each calendar year, which amount passthrough shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% calculated as follows: Lessee's Share of the Base Year Operating ExpenseExpenses, Landlord expressed as a cost per square foot, shall additionally pay be multiplied by five percent (5%), which shall represent the cost 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 to Lessor Lessee's Share, pursuant to Lessee's right to audit not to exceed $5,000. Notwithstanding any other provision in this Leasethe Operating Expense Statement, during which shall be the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share lesser amount of the excess following: (a) Lessee's Annual Maximum Operating Expense Passthrough; or (b) Lessee's Share per square foot of Operating Expenses based upon as calculated for the previous current 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 Tenant applicable to the year in which such termination shall occur Expenses shall be prorated on in accordance with the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due.provisions:

Operating Expenses. In As additional rent during the event Term, Tenant shall pay to Landlord an amount equal to the product obtained by multiplying (i) Tenant's Share of Operating Expenses (as set forth in paragraph 1 above) by (ii) the 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 preventive maintenance), repair and property management of the Building and/or and the Property and, if applicable, the Project, including, without limitation, the roof and walls (other than for the structural repair of which such roof and walls), utility systems and related equipment serving all of the Leased Premises are a partBuilding or the Project and all walks, shalldriveways, parking areas, loading areas, lawns and landscaping. Among the items included in any calendar year during the Term, exceed Landlord’s Operating Expenses under the foregoing 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 and/or the Property for the period from April 1Building; provided, 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 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 each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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 yearhowever, the amount of the property manager's fee included in Operating Expenses of the Building for any Additional Rent calendar year shall not exceed an amount equal to five percent (5%) of the gross receipts received by Landlord from the Building for such calendar year. If Landlord determines that a utility system and related equipment or portion thereof serves one or more tenant suites in addition to the Premises but less than all of the tenant suites in the Building or 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 subparagraph 8(a), except that the amount of the reimbursement by Tenant to Landlord for such items shall be separately 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. Sums payable by Tenant applicable pursuant to this subparagraph shall be paid in accordance with the provisions of subparagraph 5(e) above. Landlord may enter upon the Premises to the year extent necessary or appropriate to do any work described in which 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 termination 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 Lease shall occur shall nor be prorated on affected thereby. Capital Expenditures will be amortized over the ratio that the number of days from the commencement life of the calendar year to and including the termination date bears to 365item. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due.ADA costs will not be included in Operating Expenses. Please Initial: /s/ A /s/ CM

Operating Expenses. In 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 event ordinary course of business and operation of a Project shall be prorated as of the Operating Expenses 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 Building and/or the Property portion of which the Leased Premises are a part, shall, in such amounts allocable to any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1and after the Closing Date. Xxxxxx shall pay all such expenses that accrue prior to the Closing Date and American Spectrum Xxxxxx Properties shall pay all such expenses accruing on the Closing Date and thereafter. To the extent possible, 2011 through March 31Xxxxxx and American Spectrum Xxxxxx Properties shall obtain xxxxxxxx and meter readings as of the Closing Date to aid in such prorations. No proration shall be made with respect to operating costs that are paid directly by Tenants under the Tenant Leases. Notwithstanding the foregoing, 2012 American Spectrum Xxxxxx Properties shall not receive any credit for operating expenses due after the Closing to the extent that (the “Base Year”), i) Tenants are obligated under their Tenant agrees Leases 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 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 each calendar year, Landlord shall provide Tenant 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 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 Rentamounts, and (ii) Xxxxxx has not received any payments from such Tenants on account of amounts due after the Closing. Further, if in the last year of the TermXxxxxx has paid any operating credits that are required to be reimbursed by Tenants, be accompanied by a refundAmerican Spectrum Xxxxxx Properties shall use commercially reasonable efforts to collect such amounts on Dunham’s behalf and shall pay such amounts to Xxxxxx promptly upon receipt. Tenant Xxxxxx shall also have the right to engage an independent Certified Public Accountant 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 qualified employee Tenant. Utility Deposits, plus any interest on the Utility Deposits, to which Xxxxxx will be entitled that are held by the provider of Tenant the utilities and which are freely transferable to American Spectrum Xxxxxx Properties, shall at Tenant 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 thereof at the Closing. Xxxxxx shall retain the right to obtain a refund of any Utility Deposits which are not assigned to American Spectrum Xxxxxx Properties, and American Spectrum Xxxxxx Properties will cooperate with Xxxxxx as reasonably requested (at no out-of-pocket cost or expense to conduct an audit of Landlord’s computations of Additional Rent due under this sectionXxxxxx) in obtaining any refund. If the audit concludes that Landlord has misstated Operating ExpensesFurthermore, Landlord Xxxxxx 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 Expenseretain all right, Landlord shall additionally pay the cost of the audit not title and interest in and to exceed $5,000. Notwithstanding any all performance bonds, DRE postings and other provision 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 pro rata 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 Tenant applicable to the year in which such termination shall occur similar amounts and shall be prorated on authorized to seek a return of such amounts from and after the ratio that the number of days from the commencement of the calendar year to Closing Date and including the termination date bears to 365. Tenant agrees to pay American Spectrum Xxxxxx Properties will cooperate with Xxxxxx, as reasonably requested by Xxxxxx, in obtaining any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duerefund.

Operating Expenses. In Without limiting the event foregoing provisions of this Section 9.2, upon the request of the Commercializing Party the other party (for purposes of this Section 9.2.2, the "Reimbursing Party") shall share the Excess Operating Expenses incurred by the Commercializing Party or its Affiliate with respect to the pre-launch, launch, marketing and promotion or other commercialization activities related to such Collaboration Product as follows: The Reimbursing Party shall pay to the Commercializing Party, quarterly in advance, [*] of such Excess Operating Expenses to be incurred by the Commercializing Party, based on good faith estimates of such quarterly Excess Operating Expenses; provided, however, unless otherwise agreed in writing, neither party shall be obligated to reimburse the other party more than a cumulative aggregate of [*] pursuant to this Section 9.2.2. Notwithstanding the foregoing, it is understood and agreed that actual Excess Operating Expenses shall be reported for the Building and/or full calendar quarter under Section 10.1 below, and the Property of which actual amounts shall be reconciled against such quarterly estimates and an adjustment made at 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 time of such excess Operating Expensesquarterly accounting. Landlord may invoice Tenant monthly for Tenant’s pro rata share For purposes of the 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 each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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 yearSection 9.2, the amount so reimbursed by the Reimbursing Party for Excess Operating Expenses shall be herein referred to as "Operating Advances." Operating Advances shall be due hereunder the later of any Additional Rent payable by Tenant (i) forty-five (45) days after a proper invoice therefor submitted in accordance with this Section 9.2.2 or (ii) first day of the applicable quarter. Together with each invoice for Operating Advances under this Section 9.2.2, the Commercializing Party shall provide the Reimbursing Party a calculation of the -------------------- * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueomitted portion.

Operating Expenses. In Those expenses incurred or paid on behalf of Landlord (i) for the management, operation and maintenance of the Property, including reasonable management fees, trustee assessments and costs related to common areas of the Property which, in accordance with generally accepted accounting principles, ("GAAP") as applied to the operation, maintenance and management of properties similar to the Property, are properly chargeable to the management, operation and maintenance of the Property, and (ii) the cost, as reasonably amortized by Landlord, with interest at the rate of ten percent (10%) per annum on the unamortized amount, of any capital improvement made after completion of initial construction of the Building which reduces other Operating Expenses. Landlord's failure to assess any increase in Operating Expenses for any one year shall not bar its claim to such increase in future Lease years. Tenant does hereby acknowledge that its obligation to pay its Tenant Share of Operating Expenses shall be deemed additional rent and, in the event of non-payment thereof, Landlord shall have all the rights and remedies herein provided for in case of nonpayment of Base Rent. Notwithstanding the foregoing, the amount charged to Tenant for such capital improvements shall not exceed Tenant's Share of the reduction in the Operating Expenses for the Building and/or relevant year. In order to provide for current payments on account of Taxes and Insurance above the Property of which Base Amount and Operating Expenses, Tenant agrees, at Land lord's request, to pay, as Additional Rent, Tenant's Share due for the Leased Premises are a partensuing twelve (12) months, shallas reasonably estimated by Landlord from time to time, in any calendar year during twelve (12) monthly installments, each in an amount equal to 1/12th of Tenant's Share so estimated by Landlord commencing on the Termfirst day of the month following the month in which Landlord notifies Tenant of amount of such estimated Tenant's Share. If, exceed Landlordas finally determined, Tenant’s Operating Expenses Share shall be greater than or be less than the aggregate of all installments so paid on account to Landlord for such twelve (12) month period, then Tenant shall pay to Landlord the amount of such underpayment' or Landlord shall promptly reimburse Tenant 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 amount of such excess Operating Expensesoverpayment, as the case may be. Landlord may invoice Tenant monthly for Tenant’s pro rata share It is the intention hereunder to estimate the amount of the estimated Taxes and Operating Expenses for each calendar year, which amount shall be adjusted each year and then to adjust such estimates in the following year based upon anticipated on actual Taxes and Operating ExpensesExpenses incurred and/or paid by Landlord. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee The obligation of Tenant at Tenant expense with respect to conduct an audit the payment of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 properly allocable to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, period prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than survive the last day termination of a calendar yearthis Lease. Any payment, refund, or credit made pursuant to this Section 2(b) shall be made without prejudice to any right of Tenant to dispute the amount statement as provided in Section 2(d) hereinbelow, or of Landlord to correct any Additional Rent payable by Tenant applicable item(s) as billed pursuant to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueprovisions hereof.

Operating Expenses. In All costs of operation and maintenance, and shall include the event 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 Building and/or Comparison Year, on account of the Property operation or maintenance of the building of which the Leased Premises are a part, shallare 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 any calendar year during rent. The statement will show an estimate of the Termprojected increase (“the increase”) which will be billed as twelve monthly installments, exceed for the Comparison Year, and which will be added to the monthly rent. The monthly installments for the months prior to delivery of the statement, will be billed as one lump sum, and 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 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 (billed) in the same manner as for the first Comparison Year (as described above.) Lessee may review Landlord’s operating statements in Landlord’s office. Even though the term has expired and Lessee has vacated the Premises, when the final determination is made of Lessee’s share of Operating Expenses for the Building and/or year in which this Lease terminates., Lessee shall immediately be billed, and will pay to 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 Lessor any increase due over the estimated Operating Expenses for each calendar year, which amount expenses paid Conversely any overpayment made shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this sectionimmediately rebated by Lessor to Lessee. In the event of an increase, Lessor will have the accounting shows that option of deducting a reasonable sum from the total of the monthly payments made by Tenant exceeds Security Deposit to cover the amount of Additional Rent due increase. Notwithstanding anything contained in this paragraph the rental payable by Tenant under this section, the accounting Lessee shall reflect a credit against Base Rent and other charges due hereunder. In the in no event the accounting shows that the total of the monthly payments made by Tenant is be 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 rent specified in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueparagraph 3 hereinabove.

Operating Expenses. In At the event start of the Operating Expenses Lease Term, (a) electric service will be provided/charged to Tenant through sub-meters installed by Landlord at Landlord’s expense; and (b) 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 the whole Building and/or service and any of the Property 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 which an Essential Service (as hereinafter defined) shall occur, except any of the Leased Premises are same caused by the negligence or intentional acts of Tenant or Tenant’s employees, contractors, agents or invitees, or any 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 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 YearService Interruption”), Tenant agrees to pay and (ii) such Service Interruption occurs or continues as a result of the negligence or intentional acts of Landlord or Landlord’s employees, contractors, agents or representatives, and (iii) such Service Interruption continues for more than five (5) consecutive Business Days (as hereinafter defined) after Landlord 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 Tenant’s pro rata share for each day during which such Service Interruption continues after such five (5) consecutive Business Day period; provided, however, that if any part of such excess Operating Expenses. Landlord may invoice Tenant monthly the Premises is reasonably useable for Tenant’s pro rata share normal business operations or if Tenant conducts all or any part of its operations in any portion of the estimated Operating Expenses for each calendar yearPremises notwithstanding such Service Interruption, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant 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 Tenant exceeds then the amount of each daily abatement of Fixed Rent and Additional Rent due by Tenant under this sectionshall only be proportionate to the nature and extent of the interruption of Tenant’s normal business operations or ability to use the Premises. For purposes hereof, the accounting term “Essential Service” shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total mean each of the monthly payments made by Tenant is less than following services: access to the amount of Additional Rent due by Tenant under this sectionPremises, the account shall be accompanied by an invoice for the Additional Rentelectric service, natural gas service, hot and cold water supply, sewer / septic service, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision in this Lease, during the year in which the Lease terminates, Landlord, prior HVAC service (to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata 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 extent controlled by Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueLandlord).

Operating Expenses. In the event The Landlord shall make a reasonable estimate of the Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any each calendar year during and 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 shall pay as Additional Rent the Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s 's pro rata share of the estimated Operating Expenses for each calendar yearin twelve (12) equal monthly installments, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following due and payable on the close first day of each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this sectionmonth. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% last day of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding Term ends on any other provision 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 pro rata 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, any payment due to the amount Landlord or to the Tenant by reason of any Additional Rent payable by Tenant applicable to the year increase or decrease in which such termination shall occur Operating Expenses 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. Tenant agrees to pay any Additional Rent due under this section pro rated as applicable within ten (10) days of written notice. Operating Expenses are the sum of the following, without limitation and whether or not within the contemplation of the parties, including, but not limited to: (i) the cost and expenses for the repair, replacement, maintenance, policing, insurance and operation of the Building, Land, and common areas; (ii) the cost for fire, rent, casualty, glass, flood, liability, fidelity and such other insurance required by the Landlord or other parties having an insurable interest; (iii) the fees payable to a managing agent appointed by the Landlord (provided same are competitive with the fees payable to independent managing agents of comparable facilities in Morris County), not to exceed five percent (5%) of the Rent; (iv) xxxxxssional fees other than legal and accounting; (v) wages and fringe benefit payments to persons engaged in such operation, maintenance and repair (for persons not engaged on a full-time basis at this Property, these costs shall be allocated equitably); (vi) the cost of building and cleaning supplies and service and maintenance contracts with independent contractors; (vii) utilities covering all common areas, including heat, air conditioning and storage areas, and parking areas; (viii) utility, water and other charges for the Premises which are not separately metered; and (ix) the cost for fire alarm systems. Tenant shall have the right to receive copies, if available, of invoices reflecting amounts billed as Operating Expenses and Real Estate Taxes if requested in writing no later than thirty (30) days following Tenant's receipt of Landlord's annual recap. Tenant shall then haxx xxx right to audit Landlord's charges for Operating Expenses and Real Estate Taxes. Such audit shall be requested, in writing, not later than thirty (30) days following Tenant's receipt of Landlord's invoices of Operating Expenses and Xxxx Estate Tax charges and shall provide not less than thirty (30) days notice of the invoice date of such audit. Tenant shall be entitled to audit only the expenses for the year in question and no others. Landlord shall afford Tenant access to its books and records at Landlord's offices during normal business hours. If the audit reveals that Landlord's charges are not overstated by an amount in excess ox xxxx xercent (5%), then Tenant shall reimburse Landlord for its reasonable costs incurred in preparing for the audit, including but not limited to administrative and bookkeeping expenses of Landlord's employees and employees of its duly appointed managing agent. Landlord and Tenant shall, within thirty (30) days after the audit, adjust any underpayment or accounting showing Additional Rent dueoverpayment and make any required payment or credit for any overpayment. The Landlord reserves the right to adjust the amount of insurance coverage from time to time as may be required or desirable to provide adequate coverage consistent with then existing economic conditions.

Operating Expenses. In (a) Paragraph 16.3 of 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 Lease is hereby amended to provide that (i) for the period from April 1, 2011 2016 through March 31, 2012 (the “Base Year”)2022, Tenant agrees shall not be required to pay as Additional Rent Tenantmore than Five Thousand Dollars ($5,000) per repair or replacement for any repairs or replacements made to the HVAC system serving the Premises, nor more than Twenty-three Thousand Dollars ($23,000) per year, in the aggregate, for any repairs or replacements to the HVAC system serving the Premises; and (ii) if the total aggregate amount paid by Tenant for repairs or replacements to the HVAC system serving the Premises for the period from April 1, 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 pro rata share sole discretion elect to replace either or both of such excess HVAC units sooner. The foregoing limitation shall apply only to the cost of any repair and replacements to the HVAC system and shall not apply to the routine maintenance and servicing of the HVAC system, which shall be included in Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share , nor shall such limitation apply to the cost of any repairs or replacements to the HVAC system that are required as a result of the estimated 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 for each calendar yearannually as permitted by Paragraph 16.3 of the Lease. Accordingly, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close replacement of each calendar yearthe existing 75-ton box car HVAC units with new 75-ton box car HVAC units, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that have no further obligation to replace such HVAC units if the total of the monthly payments made aggregate amount paid by Tenant exceeds thereafter for repairs or replacements (which shall include 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 annual amortized cost of the audit not to exceed replacing such HVAC units) exceeds $5,000. Notwithstanding any other provision 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 pro rata 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due60,000.

Operating Expenses. In Tenant shall pay to Landlord Tenant's Percentage of the event Operating Expenses (as defined in Exhibit "E") for the Development for the ----------- first and second months of the Term (without deduction for any "base year" Operating Expenses), such payments to be made on an estimated basis within ten (10) business days after billing of such estimate by Landlord as additional rent, without deduction or offset, subject to reconciliation in March, 1997 with actual Operating Expenses for said first and second months. Additionally, commencing on the first anniversary of the Commencement Date, Tenant shall pay to Landlord as additional rent in accordance with the terms of this Paragraph 6, in an amount equal to Tenant's Percentage of the amount by which the Operating Expenses (as defined in Exhibit "E" attached hereto) for each calendar year after the ----------- Base Year or portions thereof included in the Term of this Lease, exceeds the Operating Expenses for the Building and/or Base Year ; provided, however, that notwithstanding anything to the Property contrary in this Section 6, for purposes of calculating the additional rent payable by Tenant under this Section 6, the actual annual percentage increase in Operating Expenses which are controllable by Landlord shall not exceed: (a) ten percent (10%), plus (b) ---- the sum of the amounts by which the Leased Premises are a part, shall, maximum percentage increase in any controllable Operating Expenses permitted under this sentence for each previous calendar year during after the Term, exceed Landlord’s Base Year exceeded the actual percentage increase in controllable Operating Expenses from the preceding year. (The sum described in clause (b) will be zero for 1997.) For example: (i) if controllable Operating Expenses for the Building and/or Base Year (1996) are $10.00, and 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 estimated controllable Operating Expenses for each calendar year1997 are $12.00, which amount then controllable Operating Expenses for 1997 shall be adjusted each year based upon anticipated Operating Expenses. Within six limited to $11.00 (6i.e., 110% of - - $10.00); (ii) months following the close of each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated controllable Operating Expenses by more than 10% of for the Base Year are $10.00, controllable Operating ExpenseExpenses for 1997 are $12.00, Landlord and controllable Operating Expenses for 1998 are $13.20, then controllable Operating Expenses for 1998 shall additionally pay be $13.20 (i.e., 110% of $12.00); and - - (iii) if controllable Operating Expenses for the cost of Base Year are $10.00, controllable Operating Expenses for 1997 are $10.50 and the audit not to exceed controllable Operating Expenses for 1998 are $5,000. Notwithstanding any other provision 13.00, then the maximum percentage increase in this Lease, during controllable Operating Expenses for 1998 shall be 15% (10% plus ---- 5% [with the year in 5% representing the amount by which the Lease terminates, Landlord, prior to 10% maximum percentage increase for 1997 exceeds the termination date, shall have actual percentage increase for 1997]) and the option to invoice Tenant for Tenant’s pro rata share of the excess controllable Operating Expenses based upon for 1998 shall be limited to $12.075 (i.e., - - 115% of $10.50). As used herein, the previous year’s term "controllable Operating Expenses. If this Lease " shall terminate on a day other than not include Real Property Taxes and Assessments (as defined in Exhibit "E") or utilities, but the last day foregoing exclusions shall not be ----------- construed to limit the types of a calendar year, the amount of any Additional Rent payable Operating Expenses that are not controllable by Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueLandlord.

Operating Expenses. In The following are 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 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 each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord as defined in attached Addendum A, which shall correct be either (a) passed through to the amount Lessee as a percentage of Additional Rent. If the audit concludes that Landlord has misstated increase in Operating Expenses over a Base Year in accordance with the chart below and Section 3 of the attached Addendum A, (b) passed through to the Lessee as a direct cost paid by more than 10Lessee to the provider of the applicable service in accordance with the chart below (eg. Utilities separately metered and paid by Xxxxxx directly to the utility provider) or (c) if not passed through to the Lessee as a percentage of increase in Operating Expenses over a Base Year or as a direct cost to be paid by Lessee, such Operating Expenses shall be the responsibility of the Lessor as they become due during the Term or any renewal and are included within the Base Rent: Operating Expense Procured by Invoiced to Paid by Passed through to Lessee as % of the increase over Base Year Operating Expense% passed through to Lessee (“Proportionate Share”) Base Year Passed through to Lessee as a direct cost paid by Xxxxxx Electricity Lessor Lessor Lessor Yes No Yes No Heating Fuel Lessor Lessor Lessor Yes No Yes No Cleaning Services & Supplies (including, Landlord shall additionally pay the cost of the audit but not limited to exceed $5,000. Notwithstanding any other provision 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 pro rata 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 Tenant applicable to the 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 Waste Collection and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10Lessor Lessor Lessor Yes No Yes No Recycling) days following receipt of the invoice or accounting showing Additional Rent due.Sewer and Water Lessor Lessor Lessor Yes No Yes No Snow and Ice Removal Lessor Lessor Lessor Yes No Yes No Other: Lessor Lessor Lessor Yes No Yes No Base Year Notes: Notes:

Operating Expenses. In 3.1 Beginning on the event first day of January, 1999 and on the first day of each January thereafter during the Lease Term, Lessee shall pay to Lessor as additional rent Lessee's Proportionate Share (as hereinafter defined) of Common Operating Expenses (as hereinafter defined) in excess of Lessee's Proportionate Share of Common Operating Expenses for the calendar year 1998 (herein called the "Base Year"). The Common Operating Expenses for the Base Year shall be estimated and calculated as accurately as possible as provided herein and shall be equitably adjusted so that such operating expenses are grossed up to reflect a full year of operation of the Building and/or due to the Property Base Year not being a full year of operation for the Building. The Common Operating Expenses for the Base Year shall be further adjusted to reflect monthly totals which would have been measured assuming that Lessee had occupied and been fully operational in 100% of the Leased Premises as of the Commencement Date; in determining such monthly totals, Lessor shall give greatest weight to those months when Lessee physically occupied 100% of the Premises. Lessee shall also pay as additional rent all other charges, costs and expenses which are not included within Common Operating Expenses or Building services if such services are to be provided by Lessor under the terms hereof and which other charges, costs or expenses are incurred by Lessor at the request of Lessee as a partresult of any use of the Premises by Lessee, shall, excluding any repairs or replacements to be made to the Premises by Lessor and at Lessor's expense in accordance with Section 14 hereof and excluding any work to be performed by Lessor and at Lessor's expense in accordance with Section 10 hereof. Lessee's Proportionate Share of Common Operating Expenses shall be prorated as necessary for any calendar year during the Term, exceed Landlord’s Operating Expenses which this Lease is in effect 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 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 each calendar year, Landlord shall provide Tenant 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 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 full twelve month calendar year. Common Operating Expenses shall be accompanied by calculated on an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueaccrual basis.

Operating Expenses. In (a) The amount of the event the Annual Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, set forth 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 Section 1(f) above represents Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share Share of the estimated Operating Expenses for each the first full calendar yearyear of the Term. Tenant’s Share of Operating Expenses arising from common services and amenities provided to or for the 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, which 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 shall be adjusted each no more than once per calendar year based upon anticipated 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. Within six (6) months following the close By April 30th of each calendar yearyear (and as soon as practical after the expiration or termination of this Lease or, at Landlord’s option, after a sale of the Property), Landlord shall provide Tenant an accounting showing in reasonable detail all computations with a statement of Additional Rent due under this sectionOperating Expenses (“Landlord’s Statement”) for the preceding calendar year or part thereof. In the event the accounting shows that the total Within 180 days after delivery of the monthly payments made by statement to Tenant, Landlord or Tenant exceeds shall pay to the other party the amount of Additional Rent any overpayment or deficiency then due by Tenant under this sectionfrom one to the other or, 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expensesoption, 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 correct survive the amount expiration or termination 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 $5,000this Lease. Notwithstanding any other provision in of this Lease, during the year in which the Lease terminates, Landlord, prior to the termination datecontrary, shall have Landlord may, in its reasonable discretion, redetermine no more than once per year the option to invoice Tenant for Tenant’s pro rata share method of computing and allocating Operating Expenses, including the excess method of allocating Operating Expenses based upon to various types of space within the previous year’s Operating Expenses. If this Lease Building, to reflect any disparate levels of services provided to different types of space, and in such event, Landlord shall terminate on provide to Tenant a day other than written explanation documenting the last day of a calendar year, the amount of need for any Additional Rent payable by Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueredetermination.

Operating Expenses. In This Lease is intended by the event 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 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 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 each calendar year, Landlord shall provide Tenant 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 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 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 payment of Tenant’s Pro Rata Percentage of 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 last same manner as Fixed Rent, upon demand (or as otherwise provided herein) 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 required. Tenant shall not raise any counterclaims (other than any compulsory counterclaims) in any action to recover Fixed Rent, Supplemental Rent (if any) 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 accompanied by adjusted unless (i) Landlord or another tenant constructs an addition to the Building, (ii) the Premises is expanded or there is a refundreduction in the Premises or Building on account of a casualty or condemnation, or (iii) Tenant consents in writing to an adjustment being made for any other reason (which consent will not be unreasonably delayed, conditioned or withheld). Tenant shall have Landlord reserves the right right, without regard for Pro Rata Percentage, to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated allocate Operating Expenses by more reasonably among less than 10% all of the Base Year tenants in the Building to the extent that such Operating Expense, Landlord shall additionally pay the cost Expenses benefit less than all of the audit not to exceed $5,000. Notwithstanding any other provision tenants 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 pro rata 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueBuilding.

Operating Expenses. In Tenant shall pay to Landlord, at the event times hereinafter set forth, Xxxxxx’s Share, as specified in Paragraph 2.e. above, of any increase in the Operating Expenses (as defined below) incurred by Landlord in each calendar year subsequent to the Base Year specified in Paragraph 2.f. above, over the Operating Expenses incurred by Landlord during the Base Year. The amounts payable under this Paragraph 7.a. and Paragraph 7.b. below are termed “Additional Rent” herein. Monthly Rent and Additional Rent are sometimes herein collectively referred to as “Rent”. Operating Expenses shall be calculated using generally accepted property management practices, consistently applied. Operating Expenses shall be limited to Landlord’s substantiated costs for the Building and/or items set forth in this Paragraph 7.a, except as expressly provided in Paragraph 7.c. below. Notwithstanding the Property foregoing, if Landlord does not carry any particular type of which insurance during the Leased Premises are a partcalendar year attributable to the Base Year, shallbut obtains any such insurance subsequent to the calendar year attributable to the Base Year, then the initial annual premium for such insurance shall not be included in Operating Expenses, and Operating Expenses in any given year subsequent to the first calendar year in which Landlord obtains such insurance shall include only the increases in the annual premium over the annual premium paid for such insurance for the first calendar year after the calendar year attributable to the Base Year in which Landlord carries the same. Similarly, if any insurance is included in the Base Year, but is subsequently removed from Operating Expenses due to a change in insurance requirements or in Landlord policy (for example, if Landlord maintains earthquake insurance coverage during the TermBase Year, exceed Landlord’s but subsequently declines to carry such coverage), then the Base Year shall be retroactively adjusted to remove the amount which had been previously included for such insurance. Notwithstanding the foregoing, if: (x) Landlord does not carry earthquake insurance during the calendar year attributable to the Base Year, but obtains earthquake insurance subsequent to the calendar year attributable to the Base Year, then the initial annual premium for the earthquake insurance shall not be included in Operating Expenses, and Operating Expenses in any given year subsequent to the first calendar year in which Landlord obtains earthquake insurance shall include only the increases in the annual premium over the annual premium paid for the earthquake insurance for the first calendar year after the calendar year attributable to the Base Year in which Landlord carries the same; and/or (y) any Substantial Item (defined below) of Operating Expenses is not included in the Base Year, but is included in 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 estimated Operating Expenses for each calendar a subsequent comparison year, which amount then the Base Year shall be adjusted each year based upon anticipated Operating Expenses. Within six to include 4885-9329-8068.6391320.00007/5-29-24/arb/bwt (65) months following the close of each calendar year, Landlord shall provide Tenant 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 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 which would have been paid for the Additional Rent, and if such Substantial Item had such item been in effect in the last year Base Year. Similarly, if any Substantial Item of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of or earthquake insurance is included in the Base Year, but is subsequently removed from Operating Expenses due to a change in insurance requirements or in Landlord policy (for example, if Landlord maintains earthquake insurance coverage during the Base Year, but subsequently declines to carry such coverage), then the Base Year Operating Expenseshall be retroactively adjusted to remove the amount which had been previously included for such Substantial Item or earthquake insurance. As used herein, Landlord shall additionally pay the cost any item of the audit not to exceed $5,000. Notwithstanding any other provision 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 pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day (other than earthquake insurance, which is addressed in clause (x) above) which, in the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall item is either first included in Operating Expenses or first removed from Operating Expenses, is equal to or greater than One Hundred Thousand Dollars ($100,000.00), will 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duedeemed a "Substantial Item".

Operating Expenses. In (a) The amount of the event the Annual Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, set forth 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 Section l(g) above represents Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share Share of the estimated Operating Expenses for the calendar year in which the Term commences. At the beginning of the first calendar year after the Commencement Date and at the beginning of each calendar year thereafter during the Term, Landlord shall submit a statement setting forth the estimated Operating Expenses for such calendar year. Landlord may adjust such amount from time to time, which amount shall be adjusted each year based upon anticipated in its reasonable discretion, 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. Within six (6) months following the close By March 31st of each calendar yearyear (and as soon as practical after the expiration or termination of this Lease or, at Landlord’s option, after a sale of the Property), Landlord shall provide Tenant an accounting showing in reasonable detail all computations with a statement of Additional Rent due under this sectionOperating Expenses for the preceding calendar year or part thereof. In the event the accounting shows that the total Within 30 days after delivery of the monthly payments made by statement to Tenant, Landlord or Tenant exceeds shall pay to the other the amount of Additional Rent any overpayment or deficiency then due by Tenant under this sectionfrom one to the other or, 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expensesoption, 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 correct survive the amount expiration or termination 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 $5,000this Lease. Notwithstanding any other provision in of this Lease, during the year in which the Lease terminates, Landlord, prior to the termination datecontrary, shall have Landlord may, in its reasonable discretion, determine from time to time the option to invoice Tenant for Tenant’s pro rata share method of computing and allocating Operating Expenses, including the excess method of allocating Operating Expenses based upon to various types of space within the previous year’s Operating ExpensesBuilding to reflect any disparate levels of services provided to different types of space. If this Lease shall terminate 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. If the Term commences or expires on a day other than the first day or the last day of a calendar year, respectively, then Tenant’s liabilities pursuant to this Section for such calendar year shall be apportioned by multiplying the respective amount of any Additional Rent payable Tenant’s Share thereof for the full calendar year by Tenant applicable to a fraction, the year in numerator of which such termination shall occur shall be prorated on the ratio that is the number of days from the commencement of the during such calendar year to falling within the Lease Term, and including the termination date bears to denominator of which is three hundred sixty-five (365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due).

Operating Expenses. In (a) The amount of the event the Annual Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, set forth in any calendar year during the Term, exceed Section 1(n) above represents 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 current good faith estimation of Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share Share of the estimated Operating Expenses for each the calendar yearyear in which the Term commences (excluding the cost of janitorial service to the 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 adjusted 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 based upon anticipated Operating Expenses. Within six (6and no later than ninety (90) months following days after the close expiration or termination of each calendar yearthis Lease or, at Landlord’s option, after a sale of the Property), Landlord shall provide Tenant with an accounting showing itemized statement of Operating Expenses for the preceding calendar year or part thereof substantially in reasonable detail all computations of Additional Rent due under this sectionthe form set forth as Exhibit “I” attached hereto (the “Landlord’s Statement”). In the event the accounting shows that the total Within thirty (30) days after delivery of the monthly payments made by Landlord’s Statement to Tenant, Landlord or Tenant exceeds shall pay to the other the amount of Additional Rent any overpayment or deficiency then due by Tenant under this sectionfrom one to the other or, 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expensesoption, Landlord shall correct may credit Tenant’s account for any overpayment against the amount next following installment of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% 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 expiration or termination of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000this Lease. Notwithstanding any other provision in of this Lease, during the year in which the Lease terminates, Landlord, prior to the termination datecontrary, 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 have the option be able to invoice Tenant for Tenant’s pro rata share 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 excess Annual Operating Expenses based upon the previous actually incurred in such 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 Tenant applicable to the year in which such termination shall occur There shall be prorated on the ratio that the number no duplication of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice costs or accounting showing Additional Rent duereimbursements.

Operating Expenses. Escalation is intended to assure that Tenant pays for Tenant's share of all inflationary-type increases in the costs of operating and maintaining the Premises, building(s) and common areas over the costs of the Base Year (as hereinafter defined). For purposes of Operating Expenses Escalation, "Base Year" means calendar year 1996. In addition to the event Base Rent, Tenant shall pay the Operating Expenses Escalation (beginning January 1997 as more fully described herein). In Landlord's and Tenant's mutual and reasonable discretion, Operating Expenses for the Base Year shall be adjusted, as necessary, to a level of 95% occupied Landlord's building(s) in Draper Park North at cost levels for an entire year. This adjustment xxxxx include: (a) when building systems are under warranty during the Base Year, an adjustment for the cost of service contracts and other expenses that would have been incurred in the absence of such warranties; (b) an adjustment for all other expenses that are not incurred if the Building is new and start-up discounts or similar savings have been achieved; and (c) adjustments for all other atypical costs that occur or do not occur during the Base Year other than those costs which would occur in the Base Year in the ordinary course of business. The purpose of these adjustments is to include in the Operating Expenses for the Building and/or the Property of which the Leased Premises Base Year all reasonable cost components that occur or are a part, shall, likely to occur in later years. If at any calendar year time during the Lease Term, exceed Landlord’s less than 95% of the rentable sq. ft. of the building(s) is occupied by tenants, the Operating Expenses for such calendar year shall be reasonably determined to be an amount equal to the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees expenses that would normally be expected to pay as Additional Rent Tenant’s pro rata share of be incurred if such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share occupancy had been 95% of the estimated Operating Expenses for each calendar year, total rentable sq. ft. of the building(s). The only expenses which amount shall be adjusted each year based upon anticipated in this manner shall be variable expenses, otherwise includable as Operating Expenses, where the amount is directly related to the level of occupancy or square foot area receiving a particular service. Within six If a new category of Operating Expenses is incurred after the Base Year, the first full year's expense for such items shall be added to the Operating Costs for the Base Year commencing with the first full calendar year that such expense is incurred, so that Tenant shall only be required to pay subsequent increases in such expense. The expense incurred for such items during the first year shall be subject to the adjustments described in the immediately preceding paragraphs of this sub-section. For the first full calendar year following the Base Year, the Operating Expenses Escalation shall be billed as a one-time charge at the close of the year and shall be paid by Tenant within sixty (660) months days after receipt of the bill. For the second full calendar year following the Base Year, and xxx subsequent full or partial calendar years during the Lease, Tenant shall pay Landlord each month, on account as Base Rent, an amount equal to one twelfth (1/12) of the prior year's Operating Expenses Escalation, less any non-recurring expenses (hereinafter "Operating Expenses Escalation Paid on Account"). Landlord shall provide Tenant with a bill for the Operating Expenses Escalation after the close of each calendar caxxxxar year. Tenant shall, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total within thirty (30) days of the monthly payments made by Tenant Tenant's receipt of such bill, pay Landlord the difference between the Operating Expenses Escaxxxxon Paid On Account and the final amount due as set forth in such bill. If for any calendar year the Operating Expenses Escalation Paid xx Account exceeds the amount of Additional Rent due by Tenant under this sectionactual Operating Expenses Escalation, the accounting excess shall reflect be treated as a credit against prepayment of the next due installment of 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, 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 provision 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 pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate Escalation Paid on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueAccount.

Operating Expenses. 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 Sublessee agrees to pay Sublessor, as "Additional Rent" under this Sublease, (i) Operating Expenses payable pursuant to Section 6 of the Lease applicable to the Sublet Premises, (ii) Taxes payable pursuant to Section 6 of the Lease applicable to the Sublet Premises, (iii) any other Additional Rent Tenant’s pro rata share payable pursuant to Section 4.1 (b) of the Lease applicable to the 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 excess Operating Expenses"Additional Rent" delivered to Sublessee) or in arrears if not billed sooner. Landlord may invoice Tenant monthly Sublessee shall be responsible for Tenant’s pro rata share paying all utility charges in respect of the estimated Operating Expenses Sublet Premises, including without limitation any charges for each calendar yearelectricity, which amount gas and HVAC. Sublessee shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar yearalso pay to Sublessor, Landlord shall provide Tenant 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 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 as Additional Rent, all charges for any additional services requested by and if in the last year of the Term, be accompanied by a refundprovided to Sublessee. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Any Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord which may be payable to Sublessor 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 provision in this Lease, be apportioned during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share term 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 Tenant applicable to Sublease commences and during the year in which such termination term shall occur end, such that Sublessee shall be prorated on the ratio that obligated to pay a proportionate share of such Additional Rent which is attributable to the number of days of their term hereof which are included in the period for which such Additional Rent is payable by 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 pay Additional Rent during the commencement of the calendar year to and including Sublease Term shall survive the termination date bears to 365. Tenant agrees to pay any Additional Rent due under of this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueSublease.

Operating Expenses. In Operating Expenses shall consist of all reasonable costs of operation and maintenance of the event Building, the Common Areas and the Site as determined in accordance with generally accepted accounting principles, subject to any deviations therefrom to reflect industry-standard accounting practices. Operating Expenses shall be based on the then current level of services and the then current cost therefor at one hundred percent (100%) occupancy of the Building; provided, however, that if the Operating Expenses in any year increase due to a change of policy or practice in operating the Building (such as a determination to carry earthquake, terrorism or other insurance, or a change in the calculation of the management fee), or due to an additional type of taxes or assessments levied against the Building (such as a gross receipts tax), such increase shall be included only to the extent of the increase in cost over the projected costs that would have been included in Operating Expenses for the Building and/or the Property of which the Leased Premises are a partBase Year if such policy, shall, practice or tax had been in any calendar year effect during the Termentire Base Year. If, exceed Landlord’s during the Term (including the Base Year), the actual occupancy of the Building is or becomes less than one hundred percent (100%), Operating Expenses for shall be deemed to be increased to an amount equal to the like Operating Expenses which would normally be incurred had the occupancy of the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 been one hundred percent (the “Base Year”100%), Tenant agrees to pay and had such full utilization of services occurred throughout the entire Term; and Operating Expenses shall be determined as Additional Rent Tenant’s pro rata share of such excess Operating Expensesif the Building had been one hundred percent (100%) occupied with all tenants paying full rent, as contrasted with free rent or other rent concessions. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the 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 each calendar year, Landlord shall provide Tenant 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 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 last year of the Term, be accompanied by a refund. Tenant shall have the right to engage reasonably estimate the Operating Expenses which would be incurred at 100% of occupancy in Landlord’s reasonable discretion. Operating Expenses shall include the following costs by way of illustration, but not limitation: real property taxes and assessments and any taxes or assessments hereafter imposed in lieu thereof; gross receipt taxes (whether assessed against Landlord or assessed against Tenant and collected by Landlord, or both); the cost of insurance for which Landlord is responsible hereunder or which Landlord or any first mortgagee with a lien affecting the Premises reasonably deems necessary in connection with the operation of the Building (including the commercially reasonable deductible portion of any insured loss, but excluding earthquake or terrorism insurance deductibles, if maintained by Landlord); janitorial services and supplies; security; labor; parking expenses (including any tax or other charge determined or measured by the collection of parking fees levied against Landlord by any governmental authority); utility surcharges, and any other costs levied, assessed or imposed by, or at the direction of, or resulting from statutes or regulations or interpretations thereof, promulgated by any federal, state, regional, municipal or local government authority in connection with the use or occupancy of the Building or the Premises; the cost of any capital improvements made to the Building by Landlord (a) which are reasonably anticipated to reduce Operating Expenses, or any portion thereof, (b) which are replacements or modifications to the Building’s fire/life safety system, or (c) that are required under any governmental law or regulation, except for capital improvements to remedy a condition existing prior to the Lease Commencement Date; provided, however, that any capital expenditure shall be amortized at an independent Certified Public Accountant or interest rate equal to the prime rate at the time, plus 2% over its reasonable useful life as reasonably determined by Landlord; costs incurred in the management of the Building, if any (including supplies, wages and salaries of employees used in the management, operation and maintenance of the Building, and payroll taxes and similar governmental charges with respect thereto); on site Building management office rental; a qualified employee of Tenant at Tenant expense commercially reasonable management fee, not to conduct an audit exceed three percent (3%) of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expensesgross rental revenues, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% adjusted and grossed up to reflect a one hundred percent (100%) occupancy of the Base Year Operating ExpenseBuilding with all tenants paying full rent, as contrasted with free rent, half-rent and the like; air conditioning; waste disposal and trash removal; heating; electrical; water; sewer and other utility costs for the Building and the Common Areas; ventilating; elevator maintenance; supplies; materials; equipment; tools; repair and maintenance of the plumbing, heating, ventilating, air conditioning and electrical systems installed or furnished by Landlord; and maintenance, costs and upkeep of all parking and Common Areas, rental of personal property used in maintenance; costs and expenses of gardening and landscaping, maintenance of signs (other than Tenant’s signs); personal property taxes levied on or attributable to personal property used in connection with the entire Building, including the Common Areas; reasonable audit or verification fees; and costs and expenses of repairs, resurfacing, repairing, maintenance, painting, lighting, cleaning, refuse removal and similar items. If, during any portion of a calendar year Landlord shall additionally pay is furnishing a particular service or work (the cost of which, if furnished by Landlord, would be included in Operating Expenses) to Tenant, but another tenant of the audit not Building has undertaken to exceed $5,000perform such service or work in lieu of receiving it from Landlord, Operating Expenses for such calendar year shall be considered to be increased by an amount equal to the additional Operating Expenses that Landlord would reasonably have incurred during this period if Landlord had furnished a service or work to such tenant. Notwithstanding any other provision anything contained in this Lease, during the year in which the Lease terminates, Landlord, prior Paragraph 5.1 to the termination datecontrary, Operating Expenses shall have the option to invoice Tenant for Tenant’s pro rata share not include any 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 Tenant applicable to the 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. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due.following: