Common use of Payment of Operating Expenses Clause in Contracts

Payment of Operating Expenses. Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal to one-twelfth (1/12) of the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Year.

Payment of Operating Expenses. Commencing on the Rent Commencement Date, Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and Landlord, as Additional Rent, Tenant’s Share of all Operating Expenses in respect of each Expense Year. Tenant shall pay a sum equal to one-twelfth (1/12) of the amount of Tenant's Proportionate ’s Share of Expense Increases Operating Expenses for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that provided, that, Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After Landlord shall provide Tenant with the estimated amount of Tenant’s Share of Operating Expenses and Taxes for the first Expense Year at least thirty (30) days prior to the Rent Commencement Date, and shall endeavor to provide Tenant with the estimated amount of Tenant’s Share of Operating Expenses and Taxes for each of the following Expense Years at least thirty (30) days prior to the commencement thereof. Landlord shall, within one hundred fifty (150) days after the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's ’s Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's ’s Statement for any Expense Year setting forth Tenant's Proportionate ’s Share of any Expense Increase Operating Expenses attributable to such Expense Year, Tenant shall pay Tenant's Proportionate ’s Share of such Expense Increase Operating Expenses (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If Landlord’s statement shows that the estimated Operating Expenses paid by Tenant exceed the actual amount of Tenant's Proportionate ’s Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant Operating Expenses for such Expense Year, then Landlord shall, at Landlord’s election, either (i) reimburse Tenant shall pay to Landlord for the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid so overpaid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery after the issuance of Landlord's ’s Statement. If the total , or (ii) credit such amount of against Tenant’s estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent Operating Expenses next coming due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding (except at the end of the Term Term, in which cause alternative (i) shall be paid implemented). If Landlord fails to provide Landlord’s Statement within one (1) year after the end of any Expense Year, Tenant shall have no obligation to pay additional Operating Expenses for such Expense Year; provided that Landlord may supplement any such Landlord’s Statement thereafter if an expense is subsequently identified by Landlord, acting in good faith, as properly being includable in such Expense Year so long as such supplement is provided to Tenant promptly following no later than two (2) years after the end of any Expense Year and Tenant’s audit right applies to such supplement as if it were a Landlord's final accounting for the final Expense Year’s Statement.

Payment of Operating Expenses. Commencing on the Commencement Date, Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal to one-Rent one twelfth (1/12) of the amount of Tenant's Proportionate ’s Share of Expense Increases Operating Expenses paid or incurred by Landlord for each Expense Year calendar year or portion thereof during the Term, in advance, on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord as stated in a written notice to Tenant; provided that . Landlord shall have pay Operating Expenses and be reimbursed for the right initially same in accordance herewith (except that Tenant shall pay directly to determine such monthly estimates the parties entitled thereto, as Additional Rent, items (iii), (vii) and (viii) of Section 5.1(b) above). Landlord may by written notice to Tenant revise such estimates from time to timetime and Tenant shall thereafter make payments on the basis of such revised estimates, commencing on the date immediately following the receipt of such revised estimates that is the earlier of January 1 and August 1. After With reasonable promptness after the expiration of the Base Expense Year and each Expense Yearcalendar year, Landlord shall prepare and will furnish Tenant with a statement (“Landlord's Statement showing ’s Expense Statement”) setting forth in reasonable detail the Base Expenses or the actual Operating Expenses incurred during for such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth year and Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent’s Share. If the actual amount of Tenant's Proportionate ’s Share of the Expense Increase actual Operating Expenses for such Expense Year year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases Operating Expenses paid by Tenant for such Expense Yearyear, then Tenant shall pay to Landlord (whether or not this Lease has terminated) the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases estimated Operating Expenses paid by Tenant and Tenant’s Share of the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable Operating Expenses within thirty fifteen (3015) days following delivery after the receipt of Landlord's ’s Expense Statement. If the total amount of estimated payments made paid by Tenant in respect of for any year exceeds Tenant's Proportionate ’s Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases Operating Expenses for such Expense Yearthat year, then such the excess amount shall be credited against the monthly next installments of Base Rent due from Tenant to Landlord, or, if after the Termination Date, the excess shall first be credited against any unpaid Base Rent or Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, remaining any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid refunded to Tenant promptly following concurrently with the furnishing of Landlord's final accounting for the final ’s Expense YearStatement.

Payment of Operating Expenses. In addition to the Basic Monthly Rent, Tenant shall covenants to pay to Landlord on account of without abatement, deduction, offset, prior notice (except as provided in this Paragraph 5) or demand Tenant's Proportionate ’s Share of Expense Increase and as Additional Rent, a sum equal to one-twelfth (1/12) Operating Expenses in lawful money of the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year United States at such place as Landlord may designate, in advance, commencing on January 1, 2016, and continuing on or before the first day of each calendar month thereafter during the Term in accordance with the provisions of this Paragraph 5. On or prior to January 1, 2016 and prior to each Operating Year after January 1, 2016, if reasonably practicable, Landlord shall furnish Tenant with a written statement (the “Estimated Operating Expenses Statement”) showing in reasonable detail the computation of Tenant’s Estimated Share of Operating Expenses. On or prior to January 1, 2016, and on the first day of each month following January 1, 2016, Tenant shall pay to Landlord one-twelfth (1/12th) of Tenant’s Estimated Share of Operating Expenses as specified in the Estimated Operating Expenses Statement for such Expense Operating Year. If Landlord fails to give Tenant an Estimated Operating Expenses Statement prior to any Operating Year, in advanceTenant shall continue to pay on the basis of the Estimated Operating Expenses Statement for the prior Operating Year until the Estimated Operating Expenses Statement for the current Operating Year is received. If at any time it appears to Landlord that the Operating Expenses will vary from Landlord’s original estimate, in an amount estimated Landlord may deliver to Tenant a revised Estimated Operating Expenses Statement for such Operating Year, and subsequent payments by Landlord and billed by Landlord to Tenant; provided that Landlord Tenant for such Operating Year shall have the right initially to determine be based on such monthly estimates and to revise such estimates from revised Estimated Operating Expenses Statement. Within a reasonable time to time. After after the expiration of any Operating Year (but Landlord shall exert its best, commercially reasonable, good faith efforts to do so on or before April 1st of the Base Expense Year and each Expense following Operating Year), Landlord shall prepare and furnish Tenant with Landlord's Statement showing a written statement (the Base Expenses or the “Actual Operating Expenses incurred Statement”) showing in reasonable detail the computation of Tenant’s Share of Operating Expenses for such Operating Year and the amount by which Tenant’s Share of Operating Expenses exceeds or is less than the amounts paid by Tenant during such Expense Operating Year. Within If the Actual Operating Expenses Statement indicates that the amount actually paid by Tenant for the relevant Operating Year is less than Tenant’s Share of Operating Expenses for such Operating Year, Tenant shall pay to Landlord such deficit within thirty (30) days after receipt delivery of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, the Actual Operating Expenses Statement. Such payments by Tenant shall pay Tenant's Proportionate Share be made notwithstanding that the Actual Operating Expenses Statement is furnished to Tenant after the expiration of such Expense Increase (less the amount Term or sooner termination of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rentthis Lease. If the actual Actual Operating Expenses Statement indicates that the amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases actually paid by Tenant for the relevant Operating Year exceeds Tenant’s Share of Operating Expenses for such Expense Operating Year, such excess shall, at Landlord’s option, either be applied against any amount then Tenant shall pay payable or to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid become payable by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Yearunder this Lease, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been or promptly refunded in full to Tenant. Notwithstanding anything No failure by Landlord to require the contrary herein, in no event payment of Tenant’s Share of Operating Expenses for any period shall the aggregate credits allowable constitute a waiver of Landlord’s right to collect Tenant, in ’s Share of Operating Expenses for such period or for any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5subsequent period; provided, however, that Landlord shall not be entitled to collect from Tenant any excess payments made by Operating Expenses that are billed to Tenant during for the Term first time more than twenty-four (24) months after the calendar year in which such Operating Expenses arise. If the Base Year Operating Expenses exceed the Operating Expenses for any full or partial Operating Year, Tenant shall not be entitled to any refund, credit or adjustment of Basic Monthly Rent. Notwithstanding the foregoing to the contrary, (a) the Operating Expenses that have not been so applied vary with occupancy and are outstanding at the end attributable to any part of the Term in which less than ninety-five percent (95%) of the rentable area of the Building is occupied by tenants paying full rent (in contrast to free rent, half rent or similar reduction) will be adjusted by Landlord to the amount that the Operating Expenses would have been if ninety-five percent (95%) of the rentable area of the Building had been occupied by tenants paying full rent, and (b) if Landlord furnishes a service to tenants in the Building, the cost of which constitutes an Operating Expense, and a tenant other than Tenant has undertaken to perform such service itself, Operating Expenses shall be paid increased by the amount that Landlord would have incurred if Landlord had furnished such service to Tenant promptly following Landlord's final accounting for the final Expense Yearsuch tenant.

Payment of Operating Expenses. Commencing on the Commencement Date, Tenant shall be obligated to pay to Landlord Tenant's Proportionate Share of all Operating Expenses as Additional Rent. Without limitation of the foregoing, commencing on the Commencement Date, Tenant shall pay to Landlord on account Landlord, as Additional Rent, one twelfth (I/12th) of Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal to one-twelfth (1/12) of Operating Expenses for the amount of Tenant's Proportionate Share of Expense Increases Property for each Expense Year calendar year on or before the first day of each month of during such Expense Yearyear, in advance, in an amount reasonably estimated by Landlord in good faith and billed by Landlord to Tenant; provided that . Landlord shall have the right initially to determine such monthly estimates and to reasonably revise such estimates estimate from time to time. After Within one hundred twenty (120) days after the expiration of the Base Expense Year and each Expense Yearcalendar year, Landlord shall prepare and furnish Tenant with a statement ("Landlord's Statement showing Operating Expense Statement"), setting forth in reasonable detail the Base Expenses or the actual amount of Operating Expenses incurred during for the Property for such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth year and Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional RentOperating Expenses. If the actual amount of Tenant's Proportionate Share of the Expense Increase Operating Expenses due for such Expense Year exceeds year payable by Tenant differs from the estimated amount of Tenant's Proportionate Share of Expense Increases Operating Expenses paid by Tenant for such Expense Yearyear, then then, if Tenant owes any amounts to Landlord, such amounts shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases be paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable (whether or not this Lease has terminated) within thirty (30) days following delivery after receipt of Landlord's Operating Expense Statement. If the total amount of estimated payments made by Tenant in respect of , and if Landlord owes any amounts to Tenant's Proportionate Share of Expense Increases for , such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount amounts shall be credited against the monthly next installments of Base Rent and Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to (or if the Lease has terminated for any reason other than Tenant. Notwithstanding anything to the contrary herein's default, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following within thirty (30) days after delivery of Landlord's final accounting for the final Operating Expense YearStatement).

Payment of Operating Expenses. Tenant shall pay to Landlord on account of Tenant's Proportionate its Prorata Share of Expense Increase all costs and expenses of every kind and nature (collectively, "Operating Expenses") paid or incurred by Landlord in connection with the maintenance, repair, replacement, operation, protection, lighting and policing of the Common Area and the Project in the manner set forth in Section 6.2 as Additional Rent, . Tenant's obligations set forth in this Section 8.7 form a sum equal to one-twelfth (1/12) material part of the amount consideration for this Lease, and Tenant hereby waives all rights to make repairs at the expense of Tenant's Proportionate Share of Expense Increases for each Expense Year on Landlord as provided by any Laws now or before hereafter in effect. It is understood that the first day of each month of such Expense Year, foregoing charges shall be paid in advance, in an amount estimated amounts determined periodically by Landlord and billed by Landlord to Tenant; provided that Landlord. Landlord shall have the right initially to determine such monthly estimates at any time and to revise such estimates from time to timetime to adjust the estimated amount based on actual amounts incurred and on projected costs for future periods. After When the expiration actual amounts of such charges have been determined, and if Tenant shall have paid an amount less than it is required to pay, Tenant shall pay the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within balance due within thirty (30) days after receipt of said statement, and if Tenant shall have paid an amount greater than it is required to pay, the additional amount shall be credited to Tenant's next such payments. The obligations of Tenant and Landlord to make payments required under this Section 8.7 shall survive the Expiration Date. In no event shall Tenant be relieved of its obligation to pay Tenant's Prorata Share of Operating Expenses if Landlord fails to send or is late in sending Landlord's Operating Statement for or Estimated Operating Expense notice to Tenant. Tenant or its agents shall have the right, not more frequently than once per calendar year, after notice to Landlord and at reasonable times, to inspect and photocopy Landlord's Operating Expense records at Landlord's office. Should Tenant dispute any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense YearOperating Expenses, Tenant shall pay Tenantbe entitled, but not later than one year following the operating year in question, to retain an independent certified public accountant or other competent real estate professional applying generally accepted accounting industry standards, who is not contracted or compensated on a contingency fee basis, to audit Landlord's Proportionate Share of such Operating Expense Increase (less records for the amount of estimated payments paid by calendar year in question. Should the audit determine that Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Yearwas over-charged, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable then, within thirty (30) days following delivery of Landlord's Statement. If inspection of the total audit, Landlord shall credit Tenant the amount of estimated such over-charge toward the payments made by of Base Rent and Additional Rent next coming due under the Lease. Should the audit determine that Tenant in respect of Tenant's Proportionate Share of Expense Increases has been under-charged; Tenant shall reimburse Landlord for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of as Additional Rent next coming due and payable from under the Lease. Tenant agrees to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded pay the cost of the audit, unless the audit determines that Landlord's calculation of Operating Expenses was in full to Tenant. Notwithstanding anything to the contrary hereinerror by more than three percent (3%), in no event which case Landlord shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting pay for the final Expense Yearaudit. The obligations of Tenant and Landlord to make payments required under this Section 8.7 shall survive the Expiration Date.

Payment of Operating Expenses. Commencing on the Commencement Date, Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal to one-Rent one twelfth (1/12) of the amount of Tenant's Proportionate ’s Share of Expense Increases Operating Expenses paid or incurred by Landlord for each Expense Year calendar year or portion thereof during the Term, in advance, on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord as stated in a written notice to Tenant; provided that . The parties acknowledge and agree that, so long as the Premises leased by Tenant hereunder shall be the Premises leased by Tenant hereunder as of the Commencement Date, Landlord shall have the right initially pay items (i), (ii) and (ix) below directly which will then be passed through to determine such monthly estimates Tenant as Operating Expenses and Tenant shall directly pay all other Operating Expenses, and Tenant will be responsible for Landlord’s obligations under Section 8.1. Landlord may by written notice to Tenant revise such estimates from time to timetime and Tenant shall thereafter make payments on the basis of such revised estimates. After With reasonable promptness after the expiration of the Base Expense Year and each Expense Yearcalendar year, Landlord shall prepare and will furnish Tenant with a statement (“Landlord's Statement showing ’s Expense Statement”) setting forth in reasonable detail the Base Expenses or the actual Operating Expenses incurred during for such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth year and Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent’s Share. If the actual amount of Tenant's Proportionate ’s Share of the Expense Increase actual Operating Expenses for such Expense Year year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases Operating Expenses paid by Tenant for such Expense Yearyear, then Tenant shall pay to Landlord (whether or not this Lease has terminated) the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases estimated Operating Expenses paid by Tenant and Tenant’s Share of the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable Operating Expenses within thirty fifteen (3015) days following delivery after the receipt of Landlord's ’s Expense Statement. If the total amount of estimated payments made paid by Tenant in respect of for any year exceeds Tenant's Proportionate ’s Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases Operating Expenses for such Expense Yearthat year, then such the excess amount shall be credited against the monthly next installments of Base Rent due from Tenant to Landlord, or, if after the Termination Date, the excess shall first be credited against any unpaid Base Rent or Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, remaining any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid refunded to Tenant promptly following concurrently with the furnishing of Landlord's final accounting for the final ’s Expense YearStatement.

Payment of Operating Expenses. Commencing on the Commencement Date, Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal to one-Rent one twelfth (1/12) of the amount of Tenant's Proportionate Share of Expense Increases Operating Expenses for each Expense Year calendar year or portion thereof during the Term, in advance, on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord as stated in a written notice to Tenant; provided provided, further, that with respect to the Real Estate Taxes, in addition to the right to have Tenant billed directly by the County of Santa Xxxxx for the Real Estate Taxes pursuant to Section 7.2(a), Landlord shall have the right initially to determine xxxx Tenant for, and require Tenant to pay to the Landlord the entire amount of each installment of the Real Estate Taxes not more than thirty (30) before the due date of such monthly estimates installment, or send any xxxx for Real Estate Taxes to Tenant and require that Tenant pay such Real Estate Taxes to the County of Santa Clara’s tax collector no later than the due date. Landlord may by written notice to Tenant revise such estimates from time to timetime and Tenant shall thereafter make payments on the basis of such revised estimates. After With reasonable promptness after the expiration of the Base Expense Year each calendar year, and in any event not later than May 1st of each Expense Yearyear, Landlord shall prepare and will furnish Tenant with a statement (“Landlord's Statement showing ’s Expense Statement”) setting forth in reasonable detail the Base Expenses or the actual Operating Expenses incurred during for the prior calendar year. If the actual Operating Expenses for such Expense Year. Within year exceed the estimated Operating Expenses paid by Tenant for such year, Tenant shall pay to Landlord (whether or not this Lease has terminated) the difference between the amount of estimated Operating Expenses paid by Tenant and the actual Operating Expenses within thirty (30) days after the receipt of Landlord's Statement for any ’s Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made paid by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed any year exceeds the actual amount of Tenant's Proportionate Share of Expense Increases Operating Expenses for such Expense Yearthat year, then such the excess amount shall be credited against the monthly next installments of Base Rent due from Tenant to Landlord, or, if after the Termination Date, the excess shall first be credited against any unpaid Base Rent or Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any remaining excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid refunded to Tenant promptly following concurrently with the furnishing of Landlord's final accounting for the final ’s Expense YearStatement.

Payment of Operating Expenses. Landlord shall deliver to Tenant an annual statement setting forth the estimated Operating Expenses to be incurred by Landlord for the ensuing year (“Expense Statement”). Landlord may, from time to time, modify the Expense Statement based on reasonable changes to Landlord’s estimate of Operating Expenses incurred by it. Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal to one-twelfth (1/12) of the amount of Tenant's Proportionate Share of Expense Increases for set forth in each Expense Year on or before the first day of each month of such Expense YearStatement, in advance, in an amount estimated by Landlord and billed by Landlord to concurrent with each payment of Basic Monthly Rent. Tenant; provided that Landlord shall have ’s payment obligations under this paragraph constitute additional rent under this Lease. Within 45 days after the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration end of the Base Expense Year and each Expense Yearcalendar year, Landlord shall prepare and furnish provide Tenant with a statement of Landlord's Statement showing the Base Expenses or the ’s actual Operating Expenses incurred during such Expense Year. Within thirty for the calendar year (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Renta “Reconciliation Statement”). If the actual amount sum of Tenant's Proportionate Share ’s payments on account of the Expense Increase for such Expense Year Operating Expenses during any calendar year exceeds the estimated amount actual Operating Expenses for the calendar year, then the excess will be credited against future Operating Expenses due from Tenant, or paid directly to Tenant. If the sum of Tenant's Proportionate Share of ’s Operating Expense Increases paid by Tenant payments for such Expense Yearany calendar year is less than the actual Operating Expenses for the calendar year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable deficiency within thirty (30) 10 days following after delivery of Landlord's Statement’s statement reconciling the year’s Operating Expenses. If Landlord’s delay in delivering any Expense Statement or Reconciliation Statement will not release Tenant of its obligation to pay any portion of the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to TenantOperating Expenses. Notwithstanding anything the foregoing, Operating Expenses do not include (i) interest and principal payments and all other debt service (including but not limited to brokerage fees and points) on all loans or indebtedness, whether or not secured by the contrary hereinPremises; (ii) costs for which Landlord is reimbursed by insurance proceeds or third parties; (iii) leasing commissions; (iv) depreciation; (v) costs, in fines, penalties or interest incurred due to Landlord’s failure to make timely payments of any obligations under this Lease; (vi) repairs made under guaranties or warranties (i.e., at no event shall the aggregate credits allowable cost to TenantLandlord); (vii) any ground rents; (viii) sale and refinancing costs, in including attorneys’ fees, brokerage commissions and other marketing costs relating thereto; (ix) any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable amounts received by Landlord or paid by Tenant pursuant to another provision of this Article 5Lease; provided, however, any excess payments made by Tenant during (x) costs to correct design or construction defects in the Term that have not been so applied and are outstanding at the end original construction of the Term shall be paid Building; and (xi) costs resulting from the failure of the Building to Tenant promptly following Landlord's final accounting for the final Expense Yearcomply with all laws and permits when originally constructed.

Payment of Operating Expenses. Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and Landlord, as Additional Rent, a sum equal to one-twelfth (1/12) Tenant’s Pro Rata Share of the amount amount, if any, by which Operating Expenses for each calendar year during the Term exceed Operating Expenses for the Base Year (“Expense Excess”). Tenant shall pay one twelfth of Tenant's Proportionate ’s Pro Rata Share of the Expense Increases for each Expense Year Excess in advance, on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord as stated in a written notice to Tenant; provided that . Landlord shall have the right initially may by written notice to determine such monthly estimates and to Tenant revise such estimates from time to timetime and Tenant shall thereafter make payments on the basis of such revised estimates. After With reasonable promptness after the expiration of the Base Expense Year and each Expense Yearcalendar year, Landlord shall prepare and will furnish Tenant with a statement (“Landlord's Statement showing ’s Expense Statement”) setting forth in reasonable detail the Base Expenses or the actual Operating Expenses incurred during for the prior calendar year and the amount of Tenant’s Pro Rata Share of the Expense Excess. If Tenant’s Pro Rata Share of the actual Expense Excess for such year exceed the estimated amounts paid by Tenant for such year, Tenant shall pay to Landlord (whether or not this Lease has terminated) the difference between the amount of estimated Tenant’s Pro Rata Share of Expense Year. Within Excess paid by Tenant and the actual Tenant’s Pro Rata Share of Expense Excess within thirty (30) days after the receipt of Landlord's Statement for any ’s Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made paid by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed any year exceeds the actual amount of Tenant's Proportionate Share of Expense Increases due from Tenant for such Expense Yearthat year, then such the excess amount shall be credited against the monthly next installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount Landlord, or, if after the Termination Date, the excess shall have been first be credited against any unpaid Rent and any remaining excess shall be refunded in full promptly to Tenant. Notwithstanding anything The tenant reserves the right to audit such operating expenses before an increase in the Operating Expenses is charged to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Yeartenant.

Payment of Operating Expenses. Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and Landlord, as Additional Rent, Tenant's Share of all Operating Expenses in respect of each Expense Year to the extent Operating Expenses for each such Expense Year shall exceed Base Expenses. Tenant shall pay a sum equal to one-twelfth (1/12) of the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that provided, that, Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After Landlord shall endeavor, within one hundred twenty (120) days after the expiration of the Base Expense Year and each Expense Year, Landlord shall to prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If Landlord’s statement shows that the estimated Expense Increases paid by Tenant exceed the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds Year, Landlord shall, at Landlord’s election, either (i) reimburse Tenant for the estimated amount of Tenant's Proportionate Share of Expense Increases paid so overpaid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery after the issuance of Landlord's ’s Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until or (ii) credit such amount shall have been refunded in full to against Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any ’s estimated Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent Increase payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding next coming due (except at the end of the Term Lease Term, in which cause alternative (i) shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Yearimplemented).

Payment of Operating Expenses. Prior to the Term Commencement Date, and during December of each calendar year thereafter during the Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of the estimated Operating Expenses for the ensuing calendar year and the calculated estimated Tenant's Operating Expenses for the ensuing year ("Tenant's Estimated Operating Expenses") (failure to deliver such notice shall not excuse Tenant's obligation to pay Tenant's Operating Expenses). Tenant shall thereafter pay to Landlord on account equal monthly installments of Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal Estimated Operating Expenses for the calendar year to one-twelfth (1/12) of which the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year estimate applies on or before the first day of each calendar month of during such Expense Yearcalendar year, in advance, in an amount estimated and continuing thereafter on the first day of each subsequent month of such calendar year. All such payments shall be construed to be payments of Rent for all purposes hereof. If Tenant's Share changes at any time then, Tenant's monthly payments of Operating Expenses under this Section 25.02 shall be modified commencing on the date of such change to reflect Tenant's Share as modified. If at any time during the course of the calendar year, Landlord reasonably determines and documents to Tenant that Tenant's Operating Expenses will vary from Tenant's Estimated Operating Expenses by more than five percent (5%), Landlord and billed may, by Landlord written notice to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to , revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with LandlordTenant's Statement showing the Base Expenses or the Estimated Operating Expenses incurred during for the balance of such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, calendar year and Tenant shall thereafter pay Tenant's Proportionate Share Estimated Operating Expenses as so revised for the balance of the then current calendar year on the first day of each subsequent month of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Yearcalendar year.

Payment of Operating Expenses. Tenant Lessor shall maintain the common areas of the Project in good order and repair and in a manner comparable to that of similar projects in San Diego, California, and in consideration for same, starting on the Commencement Date, Lessee shall pay to Landlord Lessor, on account the first day PAGE 19 Initials _________ FORM STN-6-2/97 of Tenant's Proportionate Share of Expense Increase and each calendar month during the Original Term, as Additional Rent, a sum an amount ("Lessee's Monthly Payment") equal to one-twelfth (1/12) of Lessee's Pro -Rata Share of the amount Operating Expenses for such calendar year, as estimated by Lessor in the most recently delivered Estimated Statement (defined below). Starting on the Commencement Date and prior to the commencement of Tenanteach calendar year during the Term, Lessor will deliver to Lessee a written statement ("Estimated Statement") setting forth Lessor's Proportionate estimate of the Operating Expenses allocable to the ensuing calendar year and Lessee's Pro Rata Share of Expense Increases for each Expense Year on or before such Operating Expenses. Lessor may, at its option, during any calendar year but not more often than once per calendar quarter, deliver to Lessee a revised Estimated Statement, in accordance with Lessor's most current estimate. Within approximately ninety (90) days after the first day end of each month calendar year during the term of the Lease, Lessor will deliver to Lessee a written statement ("Actual Statement") setting forth the actual Operating Expenses allocable to the preceding calendar year. Lessee's failure to object to Lessor regarding the contents of an Actual Statement, in writing, within one hundred twenty (120) days after delivery to Lessee of such Expense YearActual Statement, in advanceshall constitute Lessee's acceptance and approval of the Actual Statement. Upon not less than ten (10) days' prior written notice to Lessor, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord Lessee shall have the right initially to determine such monthly estimates audit Lessor's books and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the records regarding Operating Expenses incurred during (any over or under payments revealed by such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments audit being paid by Tenant on account thereof) to Landlord or credited as Additional Rentprovided below). If the actual amount sum of TenantLessee's Proportionate Monthly Payments actually paid by Lessee during any calendar year exceeds Lessee's Pro Rata Share of the Expense Increase for actual Operating Expenses allocable to such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Yearcalendar year, then Tenant such excess will be credited against the amounts next becoming due under the Lease, unless such calendar year was the calendar year during which the Expiration Date occurs (the "Last Calendar Year"), in which event either: (i) such excess shall be credited against any monetary default of Lessee under this Lease; or (ii) if Lessee is not in default under this Lease, then Lessor shall pay to Landlord Lessee such excess. If the difference between the estimated amount sum of TenantLessee's Proportionate Monthly Payments actually paid by Lessee during any calendar year is less than Lessee's Pro Rata Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable Operating Expenses allocable to such calendar year, then Lessee shall, within thirty (30) days following of delivery of Landlord's the Actual Statement. If , pay to Lessor the total amount of estimated payments made such deficiency. Lessor's delay in delivering any Estimated Statement or Actual Statement will not release Lessee of its obligation to pay any Lessee's Monthly Payment or, provided any such delay is less than 365 days, any such excess upon receipt of the Estimated Statement or the Actual Statement, as the case may be. For purposes of this Lease, the term "Lessee's Pro Rata Share" will mean and refer to the portion of the Operating Expenses payable by Tenant in respect of TenantLessee. Except with regard to real estate taxes and assessments (which shall be proportioned as provided below), Lessee's Proportionate Pro Rata Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount Operating Expenses shall be credited against as follows: (A) unless and until Building Three is constructed, one-half (1/2) of the monthly installments Operating Expenses, and (B) after Building Three is constructed, one-third (1/3) of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to TenantOperating Expenses. Notwithstanding anything contained herein to the contrary hereincontrary, unless escrow of same is required by Lessor's lender, Lessee will not be required to pay monthly any portion of Operating Expenses for real estate taxes and assessments ("Real Estate Taxes"). Instead, Lessee's Pro Rata Share of Real Estate Taxes will be payable not earlier than the later of (i) thirty (30) days following receipt from Lessor of an invoice together with a copy of the real estate tax xxxx and a calculation of Lessee's Pro Rata Share, or (ii) twenty (20) days prior to the date such real estate taxes become delinquent. Lessee's Pro Rata Share of Real Estate Taxes will be as follows: (Y) unless and until Building Three is constructed, one-half (1/2) of the Real Estate Taxes applicable to the improvements located in the Project and one-third (1/3) of the Real Estate Taxes applicable to the land upon which the Project is situated, and (Z) after Building Three is constructed, one-third (1/3) of the Real Estate Taxes on the improvements located in the Project and one-third (1/3) of the Real Estate Taxes applicable to the land upon which the Project is situated (unless Building Three is on a separate tax parcel, in no event shall the aggregate credits allowable to Tenantwhich case, in any Expense Year pursuant to this Article 5 exceed the aggregate Lessee's Pro Rata Share of Real Estate Taxes will be one-half (1/2) of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during Real Estate Taxes for the Term that have not been so applied tax parcel upon which the Premises are located and are outstanding at the end one-half (1/2) of the Term shall be paid to Tenant promptly following Landlord's final accounting Real Estate Taxes for the final Expense Yearimprovements located on such tax parcel).

Payment of Operating Expenses. Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal to one-twelfth (1/12) of the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 4 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 54; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Year.

Payment of Operating Expenses. Because of the manner in which the Building and other components of the Foundry Complex are operated, Operating Expenses for the Building are difficult to calculate with precision. Landlord and Tenant have therefore elected initially to assume that operating Expenses for calendar year 1997 are equal, on a per square foot basis, to the operating Expense Base Amount, and that Operating Expenses will increase by three percent (3%) per year after calendar year 1997. Landlord and Tenant have agreed that Tenant will be responsible for Tenant's Percentage of such three percent increases. Accordingly, for the Expense Year of calendar year 1998, Tenant shall pay to Landlord Landlord, as additional rent, an amount equal to three percent (3%) of the Operating Expense Base Amount, in twelve (12) equal monthly installments, commencing of January 1, 1998. For each Expense Year thereafter, Tenant shall pay to Landlord, as additional rent, an amount equal to the amount by which the Operating Expense Base Amount is exceeded by the product of 1. 03 times the sum of (a) the Operating Expense Base Amount and (b) the additional rent payable on account of Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal to one-twelfth (1/12) of Operating Expenses f or the amount of Tenant's Proportionate Share of Expense Increases for each prior Expense Year in twelve (12) monthly installments commencing on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord the year. The above-described arrangement is referred to hereinafter as the "Three Percent Solution." Set forth on Exhibit E attached hereto is a table listing Tenant; provided that Landlord shall have 's additional rent obligation under the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and Three Percent Solution for each Expense Year. Notwithstanding the foregoing, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement may for any Expense Year setting forth elect, in lieu of the Three Percent Solution, to have Tenant pay as its share of Operating Expenses the amount by which Tenant's Proportionate Share Percentage of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase Operating Expenses for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Year.Expense

Payment of Operating Expenses. Tenant shall pay In addition to Landlord on account the payment of Tenant's Proportionate Share of Expense Increase and as Additional Base Rent, a sum equal to one-twelfth (1/12) of the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense Yearcommencing August 1, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year2005, Tenant shall pay Tenant's Proportionate Share to Landlord in those fiscal years during the Term in which Operating Expenses (stated on a per rentable square foot basis) exceed the Expense Stop. If in any fiscal year during the term of this Sublease, Operating Expenses are below the Expense Stop, Tenant shall not be entitled to any credit or refund of such underage below the Expense Increase Stop. On or before January 31st of each year, Landlord shall provide a good faith estimate of the Operating Expenses for the current fiscal year and a good faith estimate of Tenant's Share, if any (less the "Estimate Statement"). If the estimated Operating Expenses exceed the Expense Stop, Tenant shall remit monthly one-twelfth (1/12th) of Tenant's Share (the "Estimated Payment") as Additional Rent together with its payments of Base Rent; provided that Landlord may invoice Tenant retroactively for the months of November through the month of issuance of the Estimate Statement. On or before January 31st of each year, Landlord shall send a statement to Tenant of Operating Expenses for the prior fiscal year and setting forth the amount representing the Tenant's Share, as reconciled for the actual Operating Expenses of the prior fiscal year (the "Operating Expense Statement"), accompanied by detailed receipts and invoices and such other supporting data with respect to the Operating Expense Statement as Tenant may reasonably request. Tenant's request may be made after Tenant is required to make a payment of Additional Rent, in which event Tenant shall make payment without prejudice to Tenant's rights under this Section 3.4. If the Operating Expense Statement indicates that the estimated payments Operating Expenses paid by Tenant on account thereof) to Landlord as Additional Rent. If during the actual amount of preceding fiscal year exceeded Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense YearShare, then Tenant shall pay to Landlord be given a credit against its next due installments of Operating Expenses in the amount of the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant Estimated Payments made in the preceding fiscal year and the actual amount of Tenant's Proportionate Share for the preceding fiscal year. If such overpayment of Expense Increases. This Additional Rent payment Operating Expenses by Tenant occurs in the final fiscal year of the Term, Landlord shall be due refund to Tenant the difference between the Estimated Payments and payable the actual Tenant's Share within thirty (30) days following delivery of LandlordTenant's receipt of the Operating Expense Statement. If the total amount of estimated payments made by Operating Expense Statement indicates that Tenant's Share exceeded the Estimated Payments, then Tenant in respect shall remit the difference to Landlord as Additional Rent within thirty (30) days of Tenant's Proportionate Share receipt of the Operating Expense Increases for such Expense Year Statement. Landlord's failure to provide a statement shall exceed the actual amount of not prejudice Landlord's right to collect a shortfall or Tenant's Proportionate Share of Expense Increases right to receive a credit for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Yearover payments.

Payment of Operating Expenses. Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and Landlord, as Additional Rent, a sum equal to one-twelfth (1/12) Tenant’s Pro Rata Share of the amount amount, if any, by which Operating Expenses for each calendar year during the Term exceed Operating Expenses for the Base Year (“Expense Excess”). Tenant shall pay one twelfth of Tenant's Proportionate ’s Pro Rata Share of the Expense Increases for each Expense Year Excess in advance, on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord as stated in a written notice to Tenant; provided that . Landlord shall have the right initially may by written notice to determine such monthly estimates and to Tenant revise such estimates from time to timetime and Tenant shall thereafter make payments on the basis of such revised estimates. After With reasonable promptness, typically within ninety (90) days after the expiration of the Base Expense Year and each Expense Yearcalendar year, Landlord shall prepare and will furnish Tenant with a statement (“Landlord's Statement showing ’s Expense Statement”) setting forth in reasonable detail the Base Expenses or the actual Operating Expenses incurred during for the prior calendar year and the amount of Tenant’s Pro Rata Share of the Expense Excess. If Tenant’s Pro Rata Share of the actual Expense Excess for such year exceed the estimated amounts paid by Tenant for such year, Tenant shall pay to Landlord (whether or not this Lease has terminated) the difference between the amount of estimated Tenant’s Pro Rata Share of Expense Year. Within Excess paid by Tenant and the actual Tenant’s Pro Rata Share of Expense Excess within thirty (30) days after the receipt of Landlord's Statement for any ’s Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional RentStatement. If the actual total amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and any year exceeds the actual amount due from Tenant for that year, the excess shall be credited against the next installments of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment due from Tenant to Landlord, or, if after the Termination Date, the excess shall first be credited against any unpaid Rent and any remaining excess shall be due refunded promptly to Tenant. Notwithstanding the foregoing, Tenant shall have the right to audit Landlord’s books and payable records with respect to any Landlord’s Expense Statement, provided Tenant delivers notice of such audit to Landlord within sixty (60) days after Tenant’s receipt of such Landlord’s Expense Statement. If Tenant’s audit reveals that Landlord over-reported the actual Building Expenses for any calendar year by over ten percent (10%), then Landlord shall pay the cost of such audit, up to ten thousand dollars ($10,000). In any event, Landlord shall credit any overpayment by Tenant to Operating Expenses next due, and Tenant shall reimburse Landlord for any underpayment within thirty (30) days following delivery the completion of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Yearaudit.

Payment of Operating Expenses. The first payment of additional rent for the entire first comparative year shall be payable within thirty (30) days after the Escalation Statement relating thereto is delivered to Tenant. (Article 2B(ii)) Beginning on the first day of the first comparative year and thereafter, all monthly installments of rent shall include one-twelfth (1/12th) of the then current annual amount of such adjustment for Expenses on account of Expenses for the next ensuing comparative year (and such amount shall be payable by Tenant until Landlord delivers the next Escalation Statement to Tenant). Within thirty (30) days after Landlord delivers the next Escalation Statement to Tenant, Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and as Additional Rentadditional rent for the comparative year to which such Escalation Statement relates, a sum an amount equal to one-twelfth (1/12) the excess of additional rent due on account of increases in Expenses over the amount collected from Tenant on account thereof during the preceding year. If there shall have been a reduction in the Expenses during any ensuing comparative year, the excess of the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated collected by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less over the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid comparative year shall be credited against amounts payable by Tenant for such Expense Yearthe current comparative year (or if the term of the Lease shall have expired, then refunded to Tenant). If any Escalation Statement is furnished to Tenant shall pay to Landlord after the difference between commencement of the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable applicable comparative year, there also shall, within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made days, be paid by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect an amount equal to Expense Increases until the portion of such amount monthly adjustments allocable to the part of such comparative year which shall have been refunded lapsed prior to the first day of the calendar month next succeeding the calendar month in full which such Escalation Statement is furnished to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Year.

Payment of Operating Expenses. Tenant shall pay to Landlord on account in advance each month, along with Tenant’s installments of Tenant's Proportionate Share of Expense Increase Minimum Rental (and as Additional RentRental, a sum if applicable) an amount (the “Tenant Contribution”) equal to one-twelfth (1/121/12th) of Landlord’s estimate of Tenant’s Proportionate Share of Operating Expenses for any calendar year (including any partial calendar year, as applicable) in excess of the Operating Expense Stop. Landlord will make reasonable efforts to provide Tenant with Landlord’s estimate of Tenant’s Contribution for the upcoming calendar year on or before December 15th of each calendar year during the Term hereof. Not more than once during any calendar year, Landlord may in good faith revise Tenant’s Proportionate Share of the Operating Expenses and upon Tenant’s receipt of a revised statement, Tenant shall pay Tenant’s Proportionate Share of Operating Expenses on the basis of such statement. If Landlord fails to notify Tenant of the revised amount of Tenant's Proportionate Share ’s Contribution by such date, Tenant shall continue to pay the monthly installments of Expense Increases for each Expense Year on or before Tenant’s Contribution, if any, last payable by Tenant until notified by Landlord of such new estimated amount. Within one hundred twenty (120) days of the first day end of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration calendar year of the Base Expense Year and each Expense YearTerm, Landlord shall prepare and furnish deliver to Tenant with Landlord's Statement showing a written statement setting forth the Base Expenses or actual amount of Tenant’s Contribution for the Operating Expenses incurred during preceding calendar year (the “Expense Statement”). Tenant shall pay the total amount of any balance due shown on such Expense Year. Within Statement within thirty (30) days after receipt of Landlord's Statement its delivery. In the event such annual costs decrease for any Expense Year setting forth Tenant's Proportionate Share of such year, Landlord shall reimburse Tenant for any Expense Increase attributable overage paid and the monthly rental installments for the next period shall be reduced accordingly, but not below the Minimum Rental; provided however, that in the event that any overage has been paid by Tenant with respect to the calendar year in which this Lease is terminated or expires, Landlord shall pay to Tenant an amount equal to such Expense Yearoverage within sixty (60) days after the later to occur of: (i) the expiration or termination of this Lease, (ii) Tenant’s vacation of the Premises, or (iii) the last day of the calendar year in which such termination or expiration occurs. Further, Tenant shall pay be responsible for the payment of Tenant's Proportionate Share of such Expense Increase ’s Contribution for the calendar year in which this Lease expires, prorated from January 1st thereof through the Expiration Date. Upon the Expiration Date, Landlord may elect either (less the amount of estimated payments paid by Tenant on account thereofi) to Landlord as Additional Rent. If the actual amount of require Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the , to pay any unpaid estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If after the total amount of estimated payments Expiration Date, which estimate shall be made by Tenant in respect of Tenant's Proportionate Share of Expense Increases Landlord based upon actual and estimated costs for such Expense Year shall exceed year, or (ii) to withhold the actual Security Deposit, if any, until the exact amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant is determinable, at which time Tenant shall promptly pay to this Article 5; provided, however, Landlord any deficiencies or Landlord shall return any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid Security Deposit to Tenant promptly following Landlord's final accounting for the final Expense YearTenant.

Payment of Operating Expenses. Landlord shall deliver to Tenant an annual statement setting forth the estimated Operating Expenses Landlord expects to incur for the applicable year ("Expense Statement"). The Expense Statement for calendar year 2012 is attached to this Lease as Exhibit F. Tenant shall pay to Landlord one-twelfth of the amount set forth in the Expense Statement with each payment of Basic Monthly Rent. Tenant's payment obligations under this paragraph constitute additional rent under this Lease. If the sum of Tenant's payments on account of Operating Expenses during any calendar year exceeds the actual Operating Expenses for the calendar year, then the excess will be credited against future Operating Expenses due from Tenant's Proportionate Share of Expense Increase and as Additional Rent, a or, if after the Expiration Date, paid directly to Tenant. If the sum equal to one-twelfth (1/12) of the amount of Tenant's Proportionate Share of Operating Expense Increases payments for each Expense Year on or before any calendar year is less than the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the actual Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Yearcalendar year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable deficiency within thirty (30) 30 days following after delivery of Landlord's Statementstatement reconciling the year's Operating Expenses. If the total amount of estimated payments made by Tenant Landlord's delay in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in delivering any Expense Year pursuant Statement or reconciliation statement will not release Tenant of its obligation to this Article 5 exceed the aggregate pay any portion of the Additional Rent payments payable by Tenant pursuant to this Article 5; providedOperating Expenses, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at unless such delay is more than 12 months after the end of the Term calendar year for which Operating Expense reconciliation is being sought. If at any time Landlord incurs an unanticipated Operating Expense (or any other expense to be borne by Tenant under this Lease), Landlord may invoice Tenant for reimbursement of such expense any time after the expense is incurred, in which case Tenant shall be paid to Tenant promptly following Landlord's final accounting for pay the final Expense Yearamount so invoiced within 30 days after Landlord delivers the invoice.

Payment of Operating Expenses. Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and Landlord, as Additional Rent, a sum equal to one-twelfth (1/12) Tenant’s Pro Rata Share of the amount amount, if any, by which Operating Expenses for each calendar year during the Term exceed Operating Expenses for the Base Year (“Expense Excess”). Tenant shall pay one twelfth of Tenant's Proportionate ’s Pro Rata Share of the Expense Increases for each Expense Year Excess in advance, on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord as stated in a written notice to Tenant; provided that . Landlord shall have the right initially may by written notice to determine such monthly estimates and to Tenant revise such estimates from time to timetime and Tenant shall thereafter make payments on the basis of such revised estimates. After With reasonable promptness after the expiration of the Base Expense Year and each Expense Yearcalendar year, Landlord shall prepare and will furnish Tenant with a statement (“Landlord's Statement showing ’s Expense Statement”) setting forth in reasonable detail the Base Expenses or the actual Operating Expenses incurred during for the prior calendar year and the amount of Tenant’s Pro Rata Share of the Expense Excess. If Tenant’s Pro Rata Share of the actual Expense Excess for such year exceed the estimated amounts paid by Tenant for such year, Tenant shall pay to Landlord (whether or not this Lease has terminated) the difference between the amount of estimated Tenant’s Pro Rata Share of Expense Year. Within Excess paid by Tenant and the actual Tenant’s Pro Rata Share of Expense Excess within thirty (30) days after the receipt of Landlord's Statement for any ’s Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made paid by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed any year exceeds the actual amount of Tenant's Proportionate Share of Expense Increases due from Tenant for such Expense Yearthat year, then such the excess amount shall be credited against the monthly next installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount Landlord, or, if after the Termination Date, the excess shall have been first be credited against any unpaid Rent and any remaining excess shall be refunded in full promptly to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Year.

Payment of Operating Expenses. Tenant shall pay to Landlord on account of in advance each month, along with Tenant's Proportionate Share installments of Expense Increase Minimum Rental (and as Additional RentRental, a sum if applicable) an amount (the "Tenant Contribution") equal to one-twelfth (1/12) of the amount of Tenant's Proportionate Share of the Operating Expenses as hereinabove described for any calendar year (including any applicable partial calendar year) to the extent such costs exceed the Operating Expense Increases for each Expense Year on or before the first day of each month of such Expense YearStop, in advance, in an amount as estimated by Landlord and billed by (in its reasonable discretion). Landlord will make reasonable efforts to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish provide Tenant with Landlord's Statement showing estimate of Tenant's Contribution for the Base upcoming calendar year on or before December 15 of each calendar year during the Term hereof. Not more than once during any calendar year, Landlord may in good faith revise Tenant's Proportionate Share of the Tenant Expenses or the and upon Tenant's receipt of a revised statement, Tenant shall pay Operating Expenses incurred during on the basis of such Expense Yearstatement. Within If Landlord fails to notify Tenant of the revised amount of Tenant's Contribution by such date, Tenant shall continue to pay the monthly installments of Tenant's Contribution, if any, last payable by Tenant until notified by Landlord of such new estimated amount. No later than May l of each calendar year of the Term, Landlord shall deliver to Tenant a written statement setting forth the actual amount of Tenant's Contribution for the preceding calendar year. Tenant shall pay the total amount of any balance due shown on such statement within thirty (30) days after receipt of Landlord's Statement its delivery. In the event such annual costs decrease for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (year or are less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds than the estimated amount of Tenant's Proportionate Share of Expense Increases paid theretofore collected by Landlord, Landlord shall reimburse Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery for any overage paid and the monthly rental installments for the next period shall be reduced accordingly, but not below the Minimum Rental. For the calendar year in which this Lease commences, Tenant's Contribution shall be prorated from the Commencement Date through December 31 of Landlord's Statementsuch year. If Further, Tenant shall be responsible for the total amount of estimated payments made by Tenant in respect payment of Tenant's Proportionate Share of Expense Increases Contribution for the calendar year in which this Lease expires, prorated from January 1 thereof through the Expiration Date. Upon the Expiration Date, Landlord may require Tenant to pay any unpaid estimated amount within thirty (30) days after the Expiration Date, which estimate shall be made by Landlord based upon actual and estimated costs for such Expense Year shall exceed year until the actual exact amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant is determinable, at which time Tenant shall promptly pay to this Article 5; provided, however, Landlord any deficiencies or Landlord shall return any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid payment to Tenant promptly following Landlord's final accounting for the final Expense YearTenant.

Payment of Operating Expenses. Tenant shall pay to Landlord, at the times hereinafter set forth, an amount equal to Tenant's Share of any increase in Operating Expenses for the Building above the Operating Expenses for the Building for the Base Year specified in the Basic Lease Information. Statements of the amount of Operating Expenses for the preceding calendar year and the amount of such increase payable by Tenant shall be determined by Landlord and shall be payable by Tenant on demand by Landlord. Notwithstanding the foregoing, at Landlord's sole election, at any time or times Landlord may estimate in advance Landlord's Operating Expenses for any next ensuing 12-month period and, upon Landlord's written notice. Tenant shall pay to Landlord on account the first day of Tenant's Proportionate Share each calendar month of Expense Increase and such 12-month period, with Base Rent as Additional Rentprovided for in Paragraph 5 hereof, a sum equal to one-twelfth (1/121/12th) of Tenant's Share of such estimated Operating Expenses. If during any such 12-month period Landlord shall revise its estimate of Tenant's Share of said expenses for such 12-month period. Landlord shall advise Tenant, with thirty (30) days prior written notice and with no more than one revision per year, Tenant shall pay all additional Operating Expenses on such revised estimate for the portion of the 12-month period already elapsed and shall commence paying the additional Operating Expenses based on such revised estimate for the remainder of such 12- month period. Upon conclusion of such 12-month period, Landlord shall deliver to Tenant an itemized statement in reasonable detail of Tenant's Share of Landlord's actual Operating Expenses for such period and, if the amounts theretofore paid by Tenant on account of Landlord's estimate shall exceed the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less actual costs. Landlord shall pay to Tenant the amount of estimated payments such excess within 15 days after date of delivery of such statement to Tenant, and, if the amounts theretofore paid by Tenant on account thereof) to Landlord as Additional Rent. If of Landlord's estimate shall be less than the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Yearactual costs, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share such deficiency within 15 days after date of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full statement to Tenant. Notwithstanding anything to the contrary hereinLandlord, at its election, may estimate Operating Expenses on a calendar-year basis, in no which event if this Lease shall commence on a day other than the aggregate credits allowable first day of a calendar year and/or shall end on a day other than the last day of a calendar year, Tenant's Share of such estimated costs, as applicable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate such first and last calendar years of the Additional Rent payments payable by Tenant pursuant to this Article 5; providedterm hereof, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Yearcomputed on a pro rata basis.

Payment of Operating Expenses. Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and pay, as Additional RentRent and in accordance with the requirements of Section 3.3, a sum equal the Operating Expenses as set forth in Sections 2.2. and 3.3. The Additional Rent commences to one-twelfth (1/12) accrue upon the Commencement Date. Tenant’s share of Operating Expenses payable by Tenant hereunder for the Operating Years in which the Term begins and ends shall be prorated to correspond to that portion of said Operating Years occurring within the Term. Operating Expenses and any other sums due and payable under this Lease shall be adjusted upon receipt of the amount actual bills therefor and the obligations of Tenant's Proportionate Share of Expense Increases for each Expense Year on this Section 3 shall survive the termination or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and Lease. Following the end of each Expense Operating Year, Landlord shall prepare and furnish provide Tenant with written notice (the “Landlord's Statement showing ’s Notice”) of the Base Expenses or the actual Operating Expenses incurred during such Expense Yeardue and payable by Tenant pursuant to the terms hereof. Within thirty (30) days after following receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable ’s Notice, and upon reasonable prior written notice to such Expense Landlord (but no more than one time per Operating Year), Tenant shall pay have the right, at Tenant's Proportionate Share ’s expense and during Landlord’s normal business hours, to inspect Landlord’s books and records showing such Operating Expenses; provided, however, that the foregoing shall not relieve Tenant of such Expense Increase (less the amount of estimated payments paid paying any deficiency shown by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable Landlord’s Notice within thirty (30) days following delivery after receipt thereof. Unless Tenant shall by notice to Landlord within such thirty (30) day period, take exception to any item in Landlord’s Notice, the Landlord’s Notice shall be conclusively binding and shall not be contestable by Tenant. In the event Tenant’s review of Landlord's Statement. If ’s books and records reveals an overpayment by Tenant, Landlord shall credit the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed overpayment to the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly next due installments of Additional Rent due and payable from Tenant to or, if this Lease has terminated, Landlord hereunder with respect to Expense Increases until shall refund such amount shall have been refunded in full overpayment directly to Tenant. Notwithstanding anything Tenant acknowledges that Landlord’s books and records are confidential and proprietary in nature and that Landlord could be damaged if such books and records became public. Therefore, Tenant agrees to keep such books and records in strict confidence and not to publish or disseminate the contrary herein, in no event shall the aggregate credits allowable to Tenant, in same or any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following information therein without Landlord's final accounting for the final Expense Year’s prior approval.

Payment of Operating Expenses. Tenant shall pay to Landlord on account of Tenant's Proportionate ’s Pro Rata Share of Expense Increase the Operating Expenses (the “OE Payment“) for each calendar year during the Term. Notwithstanding the foregoing, Tenant’s Pro Rata Share of Controllable Expenses (defined below) shall not increase by more than 5% over Tenant’s Pro Rata Share of Controllable Expenses in the previous calendar year. The term “Controllable Expenses” means all Operating Expenses excluding expenses relating to the cost of utility rates, labor costs of security services and as Additional Rentjanitorial services due to increases in the minimum wage, insurance, and real estate taxes and assessments. On or about January 1 of each calendar year, Landlord shall provide Tenant with a sum equal to one-twelfth (1/12) detailed good faith estimate of the amount of Tenant's Proportionate Share of Expense Increases OE Payment for each Expense Year on such calendar year during the Term. On or before the first day of each month of such Expense Yearmonth, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord a monthly installment equal to one-twelfth of Landlord’s estimate of the difference between OE Payment. If Landlord determines that its good faith estimate of the estimated OE Payment was incorrect, Landlord may provide Tenant with a revised estimate but not more than twice per calendar year. After its receipt of the revised estimate, Tenant’s monthly payments shall be based upon the revised estimate. Landlord shall make reasonable efforts to provide the estimate on or before January 15 of each year. If Landlord does not provide Tenant with an estimate of the OE Payment by January 1 of a calendar year, Tenant shall continue to pay monthly installments based on the most recent estimate(s) until Landlord provides Tenant with the new estimate. Upon delivery of the new estimate, an adjustment shall be made for any month for which Tenant paid monthly installments based on the same year’s prior incorrect estimate(s). Tenant shall pay Landlord the amount of Tenant's Proportionate Share any underpayment within 30 days after receipt of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increasesnew estimate. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount Any overpayment shall be credited against the monthly installments of Additional Rent next sums due and payable from owing by Tenant or, if no further Rent is due, refunded directly to Tenant within 30 days of determination. The obligation of Tenant to Landlord hereunder with respect to Expense Increases until such amount pay the OE Payment as provided herein shall have been refunded in full to Tenant. Notwithstanding anything to survive the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to expiration or earlier termination of this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense YearLease.

Payment of Operating Expenses. Tenant Within a reasonable time after the Commencement Date, and thereafter within a reasonable time after the end of each fiscal year (or portion thereof) included in the Term, Lessor shall deliver to Lessee (i) a statement of actual Operating Expenses for the fiscal year just ended, and (ii) a budget of Operating Expenses for the then-current fiscal year based on the actual Operating Expenses for the preceding year and projected increases or decreases reasonably anticipated by Lessor together with documentation in reasonable detail which evidence such Operating Expenses. Commencing on the first day of the first calendar month after the delivery to Lessee of such budget, Lessee shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and Lessor, as Additional Rent, a sum equal to oneon account of its share of anticipated Operating Expenses for the then-twelfth (1/12) current year 1/12th of the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord projected Operating Expenses. Upon delivery to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration Lessee of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the statement of actual Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlordfor the preceding fiscal year, Lessor shall adjust Lessee's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statementaccordingly. If the total amount paid by Lessee on account of estimated payments made the preceding fiscal year is less than the amount due hereunder, Lessee shall pay the balance due within twenty (20) days after delivery by Tenant in respect Lessor of Tenant's Proportionate Share such statement. If the total amount paid by Lessee on account of Expense Increases for such Expense Year shall exceed the actual preceding fiscal year exceeds the amount of Tenant's Proportionate Share of Expense Increases for such Expense Yeardue hereunder, then such excess amount shall be credited by Lessor against the monthly installments of Additional Rent next falling due or refunded to Lessee upon the expiration or termination of this Lease (unless such expiration or termination is the result of an Event of Default). Lessor reserves the right to revise the budget during any fiscal year to cause it to more accurately reflect the actual Operating Expenses being paid or incurred by Lessor, and payable from Tenant upon any such revision the parties shall make adjustments in the same time and manner as hereinafter provided for fiscal year-end adjustments. Lessor's current fiscal year is July 1 - June 30, but Lessor reserves the right to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to change the contrary herein, in no event shall the aggregate credits allowable to Tenant, in fiscal year at any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant time during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense YearTerm.

Payment of Operating Expenses. Commencing on the Rent Commencement Date, Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal to one-Rent one twelfth (1/12) of the amount of Tenant's Proportionate Share of Expense Increases Operating Expenses for each Expense Year calendar year or portion thereof during the Term, in advance, on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord as stated in a written notice to Tenant; provided that . Landlord shall have the right initially may by written notice to determine such monthly estimates and to Tenant revise such estimates from time to timetime and Tenant shall thereafter make payments on the basis of such revised estimates. After With reasonable promptness after the expiration of the Base Expense Year and each Expense Yearcalendar year, Landlord shall prepare and will furnish Tenant with a statement (“Landlord's Statement showing ’s Expense Statement”) setting forth in reasonable detail the Base Expenses or the actual Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth the prior calendar year and, if requested by Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rentincluding reasonable back-up documentation. If the actual amount of Tenant's Proportionate Share of the Expense Increase Operating Expenses for such Expense Year exceeds year exceed the estimated amount of Tenant's Proportionate Share of Expense Increases Operating Expenses paid by Tenant for such Expense Yearyear, then Tenant shall pay to Landlord (whether or not this Lease has terminated) the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases estimated Operating Expenses paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable Operating Expenses within thirty twenty (3020) days following delivery after the receipt of Landlord's ’s Expense Statement. If the total amount of estimated payments made paid by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed any year exceeds the actual amount of Tenant's Proportionate Share of Expense Increases Operating Expenses for such Expense Yearthat year, then such the excess amount shall be credited against the monthly next installments of Base Rent due from Tenant to Landlord, or, if after the Termination Date, the excess shall first be credited against any unpaid Base Rent or Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any remaining excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid refunded to Tenant promptly following concurrently with the furnishing of Landlord's final accounting for the final ’s Expense YearStatement.

Payment of Operating Expenses. As used in this Lease, "Base Year Operating Expenses" shall mean the Operating Expenses for the Building for the Calendar Year 1999. Beginning on January 1, 2000 and continuing throughout the remaining term of this Lease, Tenant shall pay to Landlord Tenant's Percentage of any increase in the Operating Expenses for the Building over Base Year Operating Expenses as provided in this Section 5.1. Prior to January 1, 2000, Landlord shall deliver to Tenant an estimate of the amount by which Operating Expenses for the calendar year 2000 will exceed Base Year Operating Expenses. By the end of each calendar year thereafter during the term of this Lease, Landlord shall deliver to Tenant an estimate of the excess of Operating Expenses for the following calendar year over the Base Year Operating Expenses. Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase January 1, 2000 and as Additional Rent, a sum equal to one-twelfth (1/12) of the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month thereafter during the term of such Expense Year, in advance, in this Lease an amount equal to Tenant's Percentage as set forth in Section 1.12 times the average monthly Operating Expense for such year that are in excess of Base Year Operating Expenses as estimated by Landlord Landlord. Within one hundred twenty (120) days following the end of 1999 and billed by Landlord to Tenant; provided that Landlord shall have of each calendar year thereafter during the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration term of the Base Expense Year and each Expense Yearthis Lease, Landlord shall prepare and furnish deliver to Tenant a statement of the actual Operating Expenses for such calendar year. If the amount of Tenant's Percentage times the excess of the actual Operating Expenses for such year over Base Year Operating Expenses exceeds the amount paid by Tenant to Landlord with Landlord's Statement showing respect to Operating Expenses for such year, Tenant shall pay such excess to Landlord within thirty (30) days of delivery to Tenant of the Base Expenses or statement of the Operating Expenses incurred during for such Expense Yearyear. Within If the amounts paid by Tenant to Landlord with respect to Operating Expenses for such year exceed the amount of Tenant's Percentage times the excess of the actual Operating Expenses for such year over Base Year Operating Expenses, such excess shall be credited against the amounts due from Tenant thereafter pursuant to this Section 5.1, or, if this Lease has terminated, Landlord shall promptly pay such excess to Tenant, but in no event later than thirty (30) days. If the term of this Lease ends other than on the last day of a calendar year, the amount of the excess of Operating Expenses for such year over Base Year Operating Expenses shall be prorated based on the actual number of days in such year that this Lease was in effect, using a 360-day year, and Tenant shall be obligated to pay to Landlord only the amount of the Tenant's Percentage times that portion of the excess for such year that this Lease was in effect. Any delay by Landlord in delivering any estimate or statement pursuant to this Section shall not relieve Tenant of its obligations pursuant to this Section except that Tenant shall not be obligated to make any payments based on such estimate or statement until thirty (30) days after receipt of such estimate or statement. Tenant, and its agents, and employees shall have two hundred seventy (270) days after receiving the statement of actual Operating Expenses to object to such statement, although this period does not relieve Tenant's obligation to pay on a timely basis. The books and records shall be kept in accord with generally accepted accounting principles consistently applied. If Tenant disputes the accuracy of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Yearstatement, Tenant shall still pay Tenant's Proportionate Share of such Expense Increase (less the amount shown owing, pending resolution of estimated payments paid the matter by agreement of the parties or, in the absence of agreement, by a court of law. Tenant on account thereof) to Landlord as Additional Rentmay recover any overpayment of Operating Expenses (plus interest at 8% per year or the maximum then allowed by applicable law, whichever is less), because of errors in the statement, books, or records of Landlord. If Tenant does not give Landlord notice that Tenant disputes Landlord's calculation of Operating Expenses within the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year270-day period, then Tenant shall pay be deemed to have accepted as final the amount shown owing on the statement. If Landlord and Tenant are unable to agree as to any disputed item, Tenant may, at its sole cost and expense, audit on its own (engage an independent certified public accounting firm to audit) Landlord's records relating to the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment disputed items, which audit shall be due scheduled promptly at the reasonable convenience of both Landlord and payable within thirty (30) days following delivery of Tenant. Such audit shall take place in Landlord's Statementoffices. If the total results of such audit indicate that the aggregate amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year the disputed items is incorrect, then Landlord shall exceed refund the actual discrepancy, and if the amount of Tenant's Proportionate Share of Expense Increases for such Expense Yearthe discrepancy is more than five percent (5%) and at least $1,000, then Landlord shall pay for the reasonable costs of such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, audit but in no event shall the aggregate credits allowable Landlord be obligated to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting pay more than $2,500 for the final Expense Yearsuch audit.

Payment of Operating Expenses. Tenant shall pay In addition to Landlord on account the payment of Tenant's Proportionate Share of Expense Increase and as Additional Base Rent, a sum equal to one-twelfth (1/12) of the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share to Landlord during the Term. On or before March 31st of such each year, Landlord shall provide an estimate of the Operating Expenses for the current calendar year and an estimate of Tenant's Share, if any (the "ESTIMATE STATEMENT"). Tenant shall remit monthly one-twelfth (l/12th) of Tenant's Share (the "ESTIMATED PAYMENT") as Additional Rent together with its payments of Base Rent; provided that Landlord may invoice Tenant retroactively for the months within the Term of January through the month of issuance of the Estimate Statement. On or before March 31st of each calendar year, Landlord shall send a statement to Tenant detailing all Operating Expenses for the prior year and setting forth the amount representing the Tenant's Share, as reconciled for the actual Operating Expenses of the prior year (the "OPERATING EXPENSE STATEMENT"). If the Operating Expense Increase (less Statement indicates that the estimated Operating Expenses paid by Tenant during the preceding year exceeded Tenant's Share, then Tenant shall be given a credit in the amount of estimated payments paid by the difference between the Estimated Payments made in the preceding year and the Tenant's Share against its next due installments of Operating Expenses. If the Operating Expense Statement indicates that Tenant's Share exceeded the Estimated Payments, then Tenant on account thereof) shall remit the difference to Landlord as Additional Rent. If the actual amount of Rent within 30 days following Tenant's Proportionate Share receipt of the Operating Expense Increase for such Expense Year exceeds the estimated amount of Statement. Landlord's failure to provide a statement shall not prejudice Landlord's right to collect a shortfall or Tenant's Proportionate Share of Expense Increases paid by Tenant right to receive a credit for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Yearover payments.

Payment of Operating Expenses. In addition to the Base Rent payable under Section 2.1 above, Tenant agrees to pay its proportionate share of Operating Expenses, as hereinafter defined. The proportionate share to be paid by Tenant (“Tenant’s Share”) shall be a fraction, the numerator of which shall be the total rentable square footage of the Premises and the denominator of which shall be the total rentable square footage of the Building. Tenant’s Share on the Commencement Date shall be 50.63% based on a Premises size of 31,307 rentable square feet. Tenant’s Share shall be subject to change as and if the rentable square footage of either the Premises or the Building changes. On or before March 31st of each year, Landlord shall provide an estimate of the Operating Expenses for the current calendar year and an estimate of Tenant’s Share, if any (the “Estimate Statement”). Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal to remit monthly one-twelfth (1/121/12th) of Tenant’s Share (the amount “Estimated Payment”) as Additional Rent together with its payments of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to TenantBase Rent; provided that Landlord shall have may invoice Tenant retroactively for the right initially to determine such monthly estimates and to revise such estimates from time to time. After months of January through the expiration month of issuance of the Base Expense Year and Estimate Statement. On or before March 31st of each Expense Yearcalendar year, Landlord shall prepare send a statement to Tenant detailing all Operating Expenses for the prior year and furnish Tenant with Landlord's Statement showing setting forth the Base amount representing the Tenant’s Share, as reconciled for the actual Operating Expenses or of the prior year (the “Operating Expense Statement”). If the Operating Expense Statement indicates that the estimated Operating Expenses incurred paid by Tenant during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth the preceding year exceeded Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year’s Share, then Tenant shall pay Tenant's Proportionate Share be given a credit against its next due installments of such Expense Increase (less Operating Expenses in the amount of estimated payments paid the difference between the Estimated Payments made in the preceding year and the actual Tenant’s Share for the preceding year. If such overpayment of Operating Expenses by Tenant on account thereof) occurs in the final year of the Term, Landlord shall refund to Tenant the difference between the Estimated Payments and the actual Tenant’s Share. If the Operating Expense Statement indicates that Tenant’s Share exceeded the Estimated Payments, then Tenant shall remit the difference to Landlord as Additional Rent. If the actual amount of Landlord’s failure to provide a statement shall not prejudice Landlord’s right to collect a shortfall or Tenant's Proportionate Share of the Expense Increase ’s right to receive a credit for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Yearover payments.

Payment of Operating Expenses. Tenant shall pay to Landlord, at the times hereinafter set forth, an amount equal to Tenant's Share of any increase in Operating Expenses for the Building above the Operating Expenses for the Building for the Base Year specified in the Basic Lease Information. Statements of the amount of Operating Expenses for the preceding calendar year and the amount of such increase payable by Tenant shall be determined by Landlord utilizing Generally Accepted Accounting Principles consistently applied and shall be payable by Tenant on demand by Landlord, as defined below. Notwithstanding the foregoing, at Landlord's sole election, at any time or times Landlord may reasonably estimate in advance Landlord's Operating Expenses for any next ensuing 12- month period and, upon Landlord's written notice, Tenant shall pay to Landlord on account the first day of Tenant's Proportionate Share each calendar month of Expense Increase and such 12-month period, with Base Rent as Additional Rentprovided for in Paragraph 5 hereof, a sum equal to one-twelfth (1/121/12th) of Tenant's Share of such estimated Operating Expenses. If during any such 12-month period Landlord shall revise its estimate of Tenant's Share of said expenses for such 12-month period, Landlord shall, with thirty (30) days prior written notice, advise Tenant and commencing on the date the next Base Rent payment is due, Tenant shall pay all additional Operating Expenses on such revised estimate for the portion of the 12-month period already elapsed and shall commence paying the additional Operating Expenses based on such revised estimate for the remainder of such 12-month period. Upon conclusion of such 12-month period, Landlord shall deliver to Tenant an itemized statement in reasonable detail of Tenant's Share of Landlords actual Operating Expenses for such period and, if the amounts theretofore paid by Tenant on account of Landlord's estimate shall exceed the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Yearactual costs, Landlord shall prepare and furnish pay to Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments such excess within 15 days after date of delivery of such statement to Tenant, and, if the amounts theretofore paid by Tenant on account thereof) to Landlord as Additional Rent. If of Landlord's estimate shall be less than the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Yearactual costs, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share such deficiency within 15 days after date of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full statement to Tenant. Notwithstanding anything Landlord, at its election, may estimate Operating Expenses on a calendar-year basis, in which event if this Lease shall commence on a day other than the first day of a calendar year and/or shall end on a day other than the last day of a calendar year, Tenant's Share of such estimated costs, as applicable to such first and last calendar years of the term hereof, shall be computed on a pro rata basis. For purposes of this Paragraph 7, "Tenant's Share" shall be in the same proportion that the rentable square footage of the Premises bears from time to time to the contrary hereinaggregate rentable square footage of the Building. At the inception of this Lease Tenant's Share for purposes of this Paragraph 7 shall be that percentage specified as Tenant's Share in the Basic Lease Information (which may be adjusted from time to time by Landlord, in no event shall the aggregate credits allowable upon written notice to Tenant, in any Expense Year pursuant to this Article 5 exceed event of changes in the aggregate of rentable building square footage in the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense YearBuilding).

Payment of Operating Expenses. Tenant shall pay to Landlord as Additional Rent an amount equal to Tenant’s Proportionate Share (as defined in Subsection 1A of this Exhibit) of the Operating Expense for each Operating Year. (The amount of Tenant’s Proportionate Share of the Operating Expenses is hereinafter referred to as the “Tenant’s Operating Expense”.) If the Commencement Date is any date other than the first day of an Operating Year or if the expiration date of the Lease Term is any date other than the last day of an Operating Year, Tenant’s Operating Expense shall be allocated proportionately to the amount of time in such Operating Year that the Lease Term is in effect. From and after the Commencement Date, Tenant shall pay to Landlord, on account of Tenant's Proportionate Share of ’s Operating Expense Increase and as Additional Rentfor the current Operating Year, a sum monthly installments in advance equal to one-twelfth (1/12) of the amount of estimated Tenant's Proportionate Share of ’s Operating Expense Increases for each such Operating Year (the “Operating Expense Year Estimate”). Such installments shall be payable on or before the first day of each month at such place as Landlord may direct, except that, if the Commencement Date occurs on a day other than the first day of a month, the first such Expense Year, installment shall be paid on the Commencement Date and apportioned based on the number of days in advance, in an amount estimated by Landlord such month occurring from and billed by Landlord to Tenant; provided that Landlord shall have after the right initially to determine such monthly estimates and to revise such estimates from time to timeCommencement Date. After Following the expiration end of the Base Expense Year and each Expense Operating Year, Landlord shall prepare and furnish to Tenant with Landlord's Statement showing an Operating Expense Statement. On the Base Expenses or first day of the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share first month following the delivery of such Operating Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense YearStatement, then Tenant shall pay to Landlord the difference (or Landlord shall credit to Tenant) any deficiency (or excess) between the estimated amount installments paid on account of Tenant's Proportionate Share of the preceding Operating Year’s Operating Expense Increases paid by Tenant Estimate and the actual amount Operating Expense Adjustment for such Operating Year. Landlord: Tenant: Operating Expenses in excess of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment $1.54 per rentable square foot, excluding snow removal, utilities, taxes and insurance, shall be due capped on a cumulative basis at 4% per annum. For example: if operating expenses for the 2nd year should increase 3%, then 3rd year operating expenses can be increased 5% if applicable. Tenant shall have the right to inspect the books and payable records used by Landlord in calculating Tenant’s Operating Expense for a particular Operating Year within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Operating Expense Increases Statement for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Yearyear, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to during regular business hours, after having given Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5written notice at least ten (10) days prior thereto; provided, however, that Tenant shall make all payments required hereunder without delay. Unless Tenant shall take written exception to any excess payments made Operating Expense Statement within thirty (30) days after delivery to Tenant of the same, such statement shall be final and binding upon Tenant. Tenant’s inspection of Landlord’s books and records shall be performed by an employee or employees of Tenant or by a reputable public accounting firm. In no event, however, shall Tenant agree to pay any entity which performs such inspection on a contingent fee or percentage of recovery basis. Tenant agrees that all information obtained by Tenant during or by those performing such inspection on behalf of Tenant shall at all times remain confidential, and Tenant further agrees to take such action as is necessary to insure the Term that have not been so applied and are outstanding at the end continued confidentiality of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Yearall such information.

Payment of Operating Expenses. Tenant Within a reasonable time after the Commencement Date, and thereafter within a reasonable time after the end of each fiscal year (or portion thereof) included in the Term, Lessor shall deliver to Lessee (i) a statement of actual Operating Expenses for the fiscal year just ended, and (ii) a budget of Operating Expenses for the then-current fiscal year based on the actual Operating Expenses for the preceding year and projected increases or decreases reasonably anticipated by Lessor together with documentation in reasonable detail which evidence such Operating Expenses. Commencing on the first day of the first calendar month after the delivery to Lessee of such budget, Lessee shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and Lessor, as Additional Rent, a sum equal to oneon account of its share of anticipated Operating Expenses for the then-twelfth (current year 1/12) ” of the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord projected Operating Expenses. Upon delivery to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration Lessee of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the statement of actual Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Yearthe preceding fiscal year, Tenant Lessor shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on adjust Lessee’s account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statementaccordingly. If the total amount paid by Lessee on account of estimated payments made the preceding fiscal year is less than the amount due hereunder, Lessee shall pay the balance due within twenty (20) days after delivery by Tenant in respect Lessor of Tenant's Proportionate Share such statement. If the total amount paid by Lessee on account of Expense Increases for such Expense Year shall exceed the actual preceding fiscal year exceeds the amount of Tenant's Proportionate Share of Expense Increases for such Expense Yeardue hereunder, then such excess amount shall be credited by Lessor against the monthly installments of Additional Rent next falling due or refunded to Lessee upon the expiration or termination of this Lease (unless such expiration or termination is the result of an Event of Default). Lessor reserves the right to revise the budget during any fiscal year to cause it to more accurately reflect the actual Operating Expenses being paid or incurred by Lessor, and payable from Tenant upon any such revision the parties shall make adjustments in the same time and manner as hereinafter provided for fiscal year-end adjustments. Lessor’s current fiscal year is July 1—June 30, but Lessor reserves the right to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to change the contrary herein, in no event shall the aggregate credits allowable to Tenant, in fiscal year at any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant time during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense YearTerm.

Payment of Operating Expenses. In addition to the Base Rent, Tenant shall covenants to pay Tenant's Share to Landlord on account of Tenant's Proportionate Share of Expense Increase and as Additional Rentat the same address at which Base Rent is payable, a sum equal to one-twelfth (1/12) of the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year in advance on or before the first day of each calendar month during the Term, any Option Term and any holdover term, commencing on the Commencement Date (which shall be pro-rated for any month if the Commencement Date begins on a date other than the first day of the calendar month). On or prior to the Commencement Date and prior to December 1 of each Operating Year after the Commencement Date, Landlord may furnish Tenant with a written estimate (the "Estimate") showing the computation of Tenant's Estimated Share. On or prior to the Commencement Date, and on the first day of each month following the Commencement Date, Tenant shall pay to Landlord one-twelfth (1/12th) of Tenant's Estimated Share as specified in the Estimate for such Expense Operating Year. The Estimate for the 1st Operating Year (September 1, 2007 through December 31, 2007) is $6.92/square foot. If Landlord fails to give Tenant an Estimate prior to any Operating Year, in advance, in an amount estimated by Landlord and billed by Landlord Tenant shall continue to Tenant; provided that Landlord shall have pay on the right initially to determine such monthly estimates and to revise such estimates from time to timebasis of the Estimate for the prior Operating Year until the Estimate for the current Operating Year is received. After the expiration of the Base Expense Year and each Expense any Operating Year, Landlord shall prepare and will furnish Tenant with Landlorda written statement (the "Actual Statement") showing in reasonable detail the computation of Tenant's Statement showing Share for such Operating Year and the Base Expenses amount by which Tenant's Share exceeds or is less than the Operating Expenses incurred amounts paid by Tenant during such Expense Operating Year. Within If the Actual Statement indicates that the amount actually paid by Tenant for the relevant Operating Year is less than Tenant's Share for such Operating Year, Tenant shall pay to Landlord such deficit within thirty (30) days after receipt delivery of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, the Actual Statement. Such payments by Tenant shall pay Tenant's Proportionate Share be made notwithstanding that the Actual Statement is furnished to Tenant after the expiration of such Expense Increase (less the amount Term or sooner termination of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rentthis Lease. If the actual Actual State-ment indicates that the amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases actually paid by Tenant for the relevant Operating Year exceeds Tenant's Share for such Expense Operating Year, such excess shall be promptly applied to any payments under this Lease next falling due from Tenant. Tenant may no more than once every two (2) years, within fifteen (15) days of Landlord's delivery of an Actual Statement, make a written request to Landlord that Tenant be allowed to make an audit of Landlord's records relating to Landlord's basis for the calculation of such Actual Statement. Landlord shall agree in writing to permit Tenant to make such an audit at a reasonable time and place designated by Landlord. Such audit shall be performed at Tenant's sole cost and expense by an independent, reputable, certified public accountant of Tenant's choice approved by Landlord. If such audit shall disclose a discrepancy of twelve percent (12%) or more in the Actual Statement, Landlord may (i) credit to Tenant the amount of such discrepancy as provided in this Section or (ii) hire a second, independent, reputable certified public accountant at Landlord's sole cost and expense to audit the Actual Statement to verify the result obtained by Tenant's accountant. If both of the certified public accountants agree on such discrepancy, Landlord shall credit to Tenant such discrepancy as provided in this Section; however, if Landlord's certified public accountant finds in good faith that the discrepancy is less than twelve percent (12%) then no further action shall be taken by either party with respect to this matter and Tenant shall pay to Landlord the difference between the estimated amount of Tenantservice costs charged by Landlord's Proportionate Share of Expense Increases certified public accountant that otherwise would be paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Year.

Payment of Operating Expenses. Tenant In addition to the payment of Base Rent, commencing on the Rent Commencement Date, Lessee shall pay Xxxxxx’s Share to Landlord on account Lessor in accordance with the terms hereof. On or before March 31st of Tenant's Proportionate Share each year, Lessor shall provide an estimate of Expense Increase the Operating Expenses for the current calendar year and as Additional Rentan estimate of Xxxxxx’s Share, a sum equal to if any (“Estimate Statement”). Lessee shall remit monthly one-twelfth (1/121/12th) of Xxxxxx’s Share (“Estimated Payment”) as Additional Rent together with its payments of Base Rent; provided that Lessor may invoice Lessee retroactively for the months of January through the month of issuance of the Estimate Statement. From time to time during the Term, but not more than two (2) times in a single calendar year, Lessor may deliver a revised Estimate Statement to Lessee. The revised Estimate Statement shall set forth a revised Estimated Payment for such calendar year in an amount sufficient to pay the re-estimated monthly amount over the balance of such calendar year after giving credit for payments made by Lessee based on the previous Estimate Statement. On or before March 31st of each calendar year, Lessor shall send a statement to Lessee detailing all Operating Expenses for the prior year and setting forth the amount representing the Lessee’s Share, as reconciled for the actual Operating Expenses of the prior year (“Operating Expense Statement”). If the Operating Expense Statement indicates that the estimated Operating Expenses paid by Xxxxxx during the preceding year exceeded Xxxxxx’s Share, then Lessee shall be given a credit against its next due installments of Operating Expenses in the amount of Tenant's Proportionate the difference between the Estimated Payments made in the preceding year and the actual Lessee’s Share for the preceding year. If such overpayment of Operating Expenses by Lessee occurs in the final year of the Term, Lessor shall refund to Lessee the difference between the Estimated Payments and the actual Lessee’s Share. If the Operating Expense Increases Statement indicates that Xxxxxx’s Share exceeded the Estimated Payments, then Xxxxxx shall remit the difference to Lessor as Additional Rent. Lessor’s failure to provide a statement shall not prejudice Xxxxxx’s right to collect a shortfall or Xxxxxx’s right to receive a credit for each Expense Year on or before the first day of each month of such Expense Yearover payments. Once a year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord Xxxxxx shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration request Lessor provide copies of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses back up or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable supporting documents relating to such Expense YearOperating Expenses, Tenant shall pay Tenant's Proportionate Share as reasonably requested by Xxxxxx, for Lessee to perform an internal review of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense YearOperating Expenses.

Payment of Operating Expenses. Landlord shall deliver to Tenant an annual statement setting forth the estimated Operating Expenses Landlord expects to incur for the applicable year (“Expense Statement”). The Expense Statement for calendar year 2012 is attached to this Lease as Exhibit F. Tenant shall pay to Landlord one-twelfth of the amount set forth in the Expense Statement with each payment of Basic Monthly Rent. Tenant's payment obligations under this paragraph constitute additional rent under this Lease. If the sum of Tenant’s payments on account of Operating Expenses during any calendar year exceeds the actual Operating Expenses for the calendar year, then the excess will be credited against future Operating Expenses due from Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal to one-twelfth (1/12) of or, if after the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense YearExpiration Date, in advance, in an amount estimated by Landlord and billed by Landlord paid directly to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount sum of Tenant's Proportionate Share of ’s Operating Expense payments for any calendar year is less than the Expense Increase actual Operating Expenses for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Yearcalendar year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable deficiency within thirty (30) 30 days following after delivery of Landlord's Statement’s statement reconciling the year’s Operating Expenses. If the total amount of estimated payments made by Tenant Landlord’s delay in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in delivering any Expense Year pursuant Statement or reconciliation statement will not release Tenant of its obligation to this Article 5 exceed the aggregate pay any portion of the Additional Rent payments payable by Tenant pursuant to this Article 5; providedOperating Expenses, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at unless such delay is more than 12 months after the end of the Term calendar year for which Operating Expense reconciliation is being sought. If at any time Landlord incurs an unanticipated Operating Expense (or any other expense to be borne by Tenant under this Lease), Landlord may invoice Tenant for reimbursement of such expense any time after the expense is incurred, in which case Tenant shall be paid to Tenant promptly following Landlord's final accounting for pay the final Expense Yearamount so invoiced within 30 days after Landlord delivers the invoice.

Payment of Operating Expenses. (a) Landlord shall advise Tenant in writing of Tenant's estimated Proportionate Share of the total Operating Expenses for the upcoming Expense Year, along with the estimated monthly amount based on the number of months in such Expense Year. Tenant shall pay to Landlord such estimated monthly amount on account of Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal to one-twelfth (1/12) of the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of during such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have Year concurrently with the right initially to determine such monthly estimates and to revise such estimates from time to timeFixed Rent payment. After the expiration (b) Within ninety (90) days after me close of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish deliver to Tenant with an itemized statement ("Landlord's Statement Statement") showing in reasonable detail the Base (i) accrual Operating Expenses for such Expense Year broken down by component expenses; (ii) Tenant's Proportionate Share of such Operating Expenses; (iii) the amount paid by Tenant during the Expense Year towards the Operating Expenses; and (iv) the amount Tenant owes to Landlord, or the Operating Expenses incurred during amount of the refund Landlord owes to Tenant. Any amount due from Landlord to Tenant under Paragraph l0(b)(iv) shall be credited against the next due payment of Additional Rent, or, if at the end of the Term, paid directly to Tenant. Any such Expense Year. Within thirty amount due from Tenant to Landlord shall be paid by Tenant to Landlord within ten (3010) days after receipt of Landlord's Statement Statement. (c) The obligations of Landlord and Tenant with respect to any Additional Rent shall survive the expiration or any sooner termination of the Term. (d) Landlord agrees to maintain complete records of all costs reimbursable by Tenant under the terms of this Lease. All such records shall be maintained in accordance with generally accepted accounting practices and shall be retained for any Expense Year setting forth a period of one (1) year following the date on which such costs were charged to Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, . Tenant shall pay Tenanthave the right, through itself or its representatives, to examine, copy and audit such records at all reasonable times at Landlord's Proportionate Share office during business hours. Each Landlord's Statement shall be conclusive and binding upon Tenant un1ess, within one (1) year after the date of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional RentLandlord's Statement. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to notify Landlord that it disputes the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery correctness of Landlord's Statement. If Pending the total amount determination of estimated payments made such dispute by agreement or otherwise, Tenant shall pay Additional Rent in respect accordance with the applicable Landlord's Statement, and such payment shall be without prejudice to the position of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Year11.

Payment of Operating Expenses. In addition to the Basic Monthly Rent and the Percentage Rent, Tenant shall covenants to pay to Landlord on account of without abatement, deduction, offset, prior notice (except as provided in this Paragraph 5) or demand Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal to one-twelfth (1/12) Operating Expenses in lawful money of the amount United States at such place as Landlord may designate, in accordance with the provisions of Tenant's Proportionate Share of Expense Increases for each Expense Year this Paragraph 5, in advance on or before the first day of each calendar month during the Term, commencing on the Commencement Date. Prior to each Operating Year after the Commencement Date, if reasonably practicable, Landlord shall furnish Tenant with a written statement (the "Estimated Operating Expenses Statement") showing in reasonable detail the computation of Tenant's Estimated Share of Operating Expenses. On or prior to the Commencement Date, and on the first day of each month following the Commencement Date, Tenant shall pay to Landlord one-twelfth (1/12th) of Tenant's Estimated Share of Operating Expenses as specified in the Estimated Operating Expenses Statement for such Expense Operating Year. If Landlord fails to give Tenant an Estimated Operating Expenses Statement prior to any Operating Year, in advanceTenant shall continue to pay on the basis of the Estimated Operating Expenses Statement for the prior Operating Year until the Estimated Operating Expenses Statement for the current Operating Year is received. If at any time it appears to Landlord that the Operating Expenses will vary from Landlord's original estimate, in an amount estimated Landlord may deliver to Tenant a revised Estimated Operating Expenses Statement for such Operating Year, and subsequent payments by Landlord and billed by Landlord to Tenant; provided that Landlord Tenant for such Operating Year shall have the right initially to determine be based on such monthly estimates and to revise such estimates from revised statement. Within a reasonable time to time. After after the expiration of the Base Expense Year and each Expense any Operating Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing a written statement (the Base Expenses or the "Actual Operating Expenses incurred Statement") showing in reasonable detail the computation of Tenant's Share of Operating Expenses for such Operating Year and the amount by which such amount exceeds or is less than the amounts paid by Tenant during such Expense Operating Year. Within If the Actual Operating Expenses Statement indicates that the amount actually paid by Tenant for the relevant Operating Year is less than Tenant's Share of Operating Expenses for such Operating Year, Tenant shall pay to Landlord such deficit within thirty (30) days after receipt delivery of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, the Actual Operating Expenses Statement. Such payments by Tenant shall pay Tenant's Proportionate Share be made notwithstanding that the Actual Operating Expenses Statement is furnished to Tenant after the expiration of such Expense Increase (less the amount Term or sooner termination of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rentthis Lease. If the actual Actual Operating Expenses Statement indicates that the amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases actually paid by Tenant for the relevant Operating Year exceeds Tenant's Operating Expenses for such Expense Operating Year, such excess shall be applied against any amount then payable or to become payable by Tenant shall pay under this Lease. No failure by Landlord to Landlord require the difference between the estimated amount payment of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment Operating Expenses for any period shall be due and payable within thirty (30) days following delivery constitute a waiver of Landlord's Statement. If the total right to collect such amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases period or for such Expense Year, then such excess amount any subsequent period. Nothing contained in this Paragraph 5 shall be credited against construed so as to reduce the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense YearBasic Monthly Rent.

Payment of Operating Expenses. Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and pay, as Additional RentRent and in accordance with the requirements of SECTION 2.2 AND 3.2, a sum equal to one-twelfth (1/12) of the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds Operating Expenses as set forth in SECTION 1.12. Additional Rent commences to accrue upon the estimated amount of Commencement Date. The Tenant's Proportionate Share of Expense Increases paid by Tenant Operating Expenses payable hereunder for such Expense Year, then Tenant the Operating Years in which the Term begins and ends shall pay be prorated to Landlord correspond to that portion of said Operating Years occurring within the difference between the estimated amount of Term. Tenant's Proportionate Share of Expense Increases paid by Tenant Operating Expenses and any other sums due and payable under this Lease shall be adjusted upon receipt of the actual bills therefor, and the actual amount obligations of this SECTION 3 shall survive the termination or expiration of the Lease. Notwithstanding anything contained in Section 3 ("Additional Rent") hereof to the contrary, the term "Tenant's Proportionate Share of Expense Increases. This Additional Rent payment the Taxes" shall be due mean Forty-One and payable within thirty Thirty-Three Hundreths percent (3041.33%) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Real Estate Taxes for applicable Lease Year, and the Term "Tenant's Proportionate Share of Expense Increases Operating Expenses" shall mean Forty-One and Thirty-Three Hundreths percent (41.33%) of the Operating Expenses for such Expense Year shall exceed the actual amount applicable Lease Year. Said percentages have been agreed upon by the parties hereto after due consideration of the rentable area of the Building; provided, however, Tenant's above percentages for tenant's Proportionate share of Operating Expenses and for Tenant's Proportionate Share of Expense Increases Taxes shall be amended for each Lease Year to the percentage which the average net rentable area of the Premises bears to ninety-five percent (95%) of the total average net rentable area of the Building for such Expense LeaseYear or to the total average net rentable area leased (pursuant to leases under which the term has commenced) in the Building for such Lease Year (if such total is greater than ninety-five percent (95%) of the total net rentable area of the Building). Anything herein to the contrary notwithstanding, it is agreed that in the event the Building is not fully occupied during any Lease Year, then such excess amount a reasonable and equitable adjustment shall be credited against made by Landlord in computing the monthly installments Operating Expenses for such year so that the Operating Expenses shall be adjusted to the amount that would have been incurred had the Building been fully occupied during such year. Tenant's 2002 estimate of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to for the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term first operating year shall be paid to Tenant promptly the following Landlord's final accounting for the final Expense Year.amounts: Real Estate Taxes: $ 6,176.00/Mo. Operating Expenses: $ 2,855.00/Mo.

Payment of Operating Expenses. Commencing as of January 1, 2001 and continuing throughout the Term, Tenant shall pay to Landlord on account each month, along with Tenant’s installments of Tenant's Proportionate Share of Expense Increase Minimum Rental (and as Additional RentRental, a sum if applicable) an amount (the “Tenant Contribution”) equal to one-twelfth (1/12) of Tenant’s Proportionate Share of the Operating Expenses as hereinabove described for any calendar year (including any applicable partial calendar year) to the extent such costs exceed the Operating Expense Stop, as estimated by Landlord (in its reasonable discretion). Landlord will make reasonable efforts to provide Tenant with Landlord’s estimate of Tenant’s Contribution for the upcoming calendar year on or before December 15 of each calendar year during the Term hereof. If Landlord fails to notify Tenant of the revised amount of Tenant's Proportionate Share ’s Contribution by such date, Tenant shall continue to pay the monthly installments, if any, last payable by Tenant until notified by Landlord of Expense Increases for each Expense Year on or before the first day such new estimated amount. No later than May 1 of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration calendar year of the Base Expense Year and each Expense YearTerm, Landlord shall prepare and furnish deliver to Tenant with Landlord's Statement showing a written statement setting forth the Base Expenses or actual amount of Tenant’s Contribution for the Operating Expenses incurred during preceding calendar year. Tenant shall pay the total amount of any balance due shown on such Expense Year. Within statement within thirty (30) days after receipt of Landlord's Statement its delivery. In the event such annual costs decrease for any Expense Year setting forth such year, Landlord shall reimburse Tenant for any overage paid and the monthly rental installments for the next period shall be reduced accordingly, but not below the Minimum Rental. For the calendar year in which this Lease commences, Tenant's Proportionate Share ’s Contribution shall be prorated from the Commencement Date through December 31 of any Expense Increase attributable to such Expense Yearyear. Further, Tenant shall pay be responsible for the payment of Tenant's Proportionate Share of such Expense Increase ’s Contribution for the calendar year in which this Lease expires, prorated from January 1 thereof through the Expiration Date. Upon the Expiration Date, Landlord may elect either (less the amount of estimated payments paid by Tenant on account thereofi) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the require Tenant to pay any unpaid estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If after the total amount of estimated payments Expiration Date, which estimate shall be made by Tenant in respect of Tenant's Proportionate Share of Expense Increases Landlord based upon actual and estimated costs for such Expense Year year, or (ii) to withhold Tenant’s security deposit until the exact amount payable by Tenant is determinate, at which time Tenant shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant promptly pay to Landlord hereunder with respect to Expense Increases until such amount any deficiencies or Landlord shall have been refunded in full return any excess security deposit to Tenant. Notwithstanding anything to In the contrary herein, in no event shall the aggregate credits allowable to Tenant, Operating Expenses increase by more than three percent (3.0%) in any Expense Year pursuant calendar year (as measured against such expenses for the immediately preceding calendar year), Tenant may audit Landlord’s records and all information pertaining to this Article 5 exceed Operating Expenses (no more than once during any calendar year) in order to verify the aggregate accuracy of Landlord’s determination of the Additional Rent payments payable by Tenant pursuant to this Article 5; providedContribution, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Year.provided that:

Payment of Operating Expenses. Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and pay, as Additional RentRent and in accordance with the requirements of SECTION 3.3, a sum equal to one-twelfth (1/12) of the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds Operating Expenses as set forth in SECTION 3.3. Additional Rent commences to accrue upon the estimated amount of Commencement Date. The Tenant's Proportionate Share of Expense Increases paid by Tenant Operating Expenses payable hereunder for such Expense Year, then Tenant the Operating Years in which the Term begins and ends shall pay be prorated to Landlord correspond to that portion of said Operating Years occurring within the difference between the estimated amount of Term. Tenant's Proportionate Share of Expense Increases paid by Tenant Operating Expenses and any other sums due and payable under this Lease shall be adjusted upon receipt of the actual bills therefor, and the actual amount obligations of this SECTION 3 shall survive the termination or expiration of the Lease. Notwithstanding anything contained in Section 3 ("Additional Rent") hereof to the contrary, the term "Tenant's Proportionate Share of Expense Increases. This Additional Rent payment Real Estate Taxes" shall be due mean Nineteen and payable within thirty Seventy-Nine Hundreths percent (3019.79%) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Real Estate Taxes for applicable Lease Year, and the Term "Tenant's Proportionate Share of Expense Increases Operating Expenses" shall mean Nineteen and Seventy-Nine Hundreths percent (19.79%) of the Operating Expenses for such Expense Year shall exceed the actual amount applicable Lease Year. Said percentages have been agreed upon by the parties hereto after due consideration of the rentable area of the Building; provided, however, Tenant's above percentages for tenant's Proportionate share of Operating Expenses and for Tenant's Proportionate Share of Expense Increases Real Estate Taxes shall be amended for each Lease Year to the percentage which the average net rentable area of the Premises bears to ninety-five percent (95%) of the total average net rentable area of the Building for such Expense LeaseYear or to the total average net rentable area leased (pursuant to leases under which the term has commenced) in the Building for such Lease Year (if such total is greater than ninety-five percent (95%) of the total average net rentable area of the Building). Anything herein to the contrary notwithstanding, it is agreed that in the event the Building is not fully occupied during any Lease Year, then such excess amount a reasonable and equitable adjustment shall be credited against made by Landlord in computing the monthly installments Operating Expenses for such year so that the Operating Expenses shall be adjusted to the amount that would have been incurred had the Building been fully occupied during such year. Tenant's initial estimate of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to for the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term first operating year shall be paid to Tenant promptly the following Landlord's final accounting for the final Expense Year.amounts: Real Estate Taxes: $ 3,538.05 /Mo. -------------- Operating Expenses: $ 1,689.52 /Mo. --------------

Payment of Operating Expenses. Commencing on January 1, 2014, and continuing thereafter throughout the Term, Tenant shall pay to Landlord on account in advance each month, along with Tenant’s installments of Tenant's Proportionate Share of Expense Increase Base Rent (and as Additional Rent, a sum if applicable) an amount (the “Tenant Contribution”) equal to one-twelfth (1/12) of Landlord’s estimate of Tenant’s Proportionate Share of the amount of Operating Expenses for any calendar year (including any partial calendar year, as applicable) which is in excess of Operating Expenses for the Base Year. Landlord will make reasonable efforts to provide Tenant with Landlord’s estimate of Tenant's ’s Contribution for the upcoming calendar year on or before December 15th of each calendar year during the Term hereof, commencing with calendar year 2013. Not more than twice during any calendar year, Landlord may in good faith revise Landlord’s estimate of Tenant’s Proportionate Share of Expense Increases for each Expense Year increases in Operating Expenses and upon Tenant’s receipt of a revised statement, Tenant shall pay Tenant’s Proportionate Share of increases in Operating Expenses on or before the first day basis of such statement. If Landlord fails to notify Tenant of the revised amount of Tenant’s Contribution by such date, Tenant shall continue to pay the monthly installments of Tenant’s Contribution, if any, last payable by Tenant until Tenant is notified by Landlord of such new estimated amount. No later than May 1st of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration calendar year of the Base Expense Year and each Expense YearTerm, commencing with calendar year 2014, or as soon thereafter as reasonably practicable, Landlord shall prepare and furnish deliver to Tenant with Landlord's a written statement setting forth the actual amount of Tenant’s Contribution for the preceding calendar year (the “Expense Statement”). Tenant shall pay the total amount of any balance due shown on the Expense Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within within thirty (30) days after receipt of Landlord's Statement its delivery. In the event that the Tenant Contribution paid by Tenant for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less calendar year exceeds the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's ’s Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by actual increase in Operating Expenses, Landlord shall reimburse Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases any overage paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If after Landlord delivers the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full Statement to Tenant. Notwithstanding anything Further, Tenant shall be responsible for the payment of Tenant’s Contribution for the calendar year in which the Term of this Lease expires, prorated from January 1 thereof through the Expiration Date. Upon the Expiration Date, Landlord may elect either (i) to require Tenant to pay any unpaid estimated amount within thirty (30) days after the contrary hereinExpiration Date, in no event which estimate shall be made by Landlord based upon actual and estimated costs for such year, or (ii) to withhold the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed Security Deposit until the aggregate of the Additional Rent payments exact amount payable by Tenant pursuant is determinable, at which time Tenant shall promptly pay to this Article 5; provided, however, Landlord any deficiencies or Landlord shall return any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid Security Deposit to Tenant promptly following Landlord's final accounting for the final Expense YearTenant.

Payment of Operating Expenses. In addition to the Basic Monthly Rent, Tenant shall covenants to pay to Landlord on account of without abatement, deduction, offset, prior notice (except as provided in this Paragraph 5) or demand Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal to one-twelfth (1/12) Operating Expenses in lawful money of the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year United States at such place as Landlord may designate, in advance on or before the first day of each calendar month during the Term, commencing on the Commencement Date, in accordance with the provisions of this Paragraph 5. On or prior to the Commencement Date and prior to each Operating Year after the Commencement Date, if reasonably practicable, Landlord shall furnish Tenant with a written statement (the "Estimated Operating Expenses Statement") showing in reasonable detail the computation of Tenant's Estimated Share of Operating Expenses. On or prior to the Commencement Date, and on the first day of each month following the Commencement Date, Tenant shall pay to Landlord one-twelfth (1/12th) of Tenant's Estimated Share of Operating Expenses as specified in the Estimated Operating Expenses Statement for such Expense Operating Year. If Landlord fails to give Tenant an Estimated Operating Expenses Statement prior to any Operating Year, in advanceTenant shall continue to pay on the basis of the Estimated Operating Expenses Statement for the prior Operating Year until the Estimated Operating Expenses Statement for the current Operating Year is received. If at any time it appears to Landlord that the Operating Expenses will vary from Landlord's original estimate, in an amount estimated Landlord may deliver to Tenant a revised Estimated Operating Expenses Statement for such Operating Year, and subsequent payments by Landlord and billed by Landlord to Tenant; provided that Landlord Tenant for such Operating Year shall have the right initially to determine be based on such monthly estimates and to revise such estimates from revised Estimated Operating Expenses Statement. Within a reasonable time to time. After after the expiration of the Base Expense Year and each Expense any Operating Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing a written statement (the Base Expenses or the "Actual Operating Expenses incurred Statement") showing in reasonable detail the computation of Tenant's Share of Operating Expenses for such Operating Year and the amount by which Tenant's Share of Operating Expenses exceeds or is less than the amounts paid by Tenant during such Expense Operating Year. Within If the Actual Operating Expenses Statement indicates that the amount actually paid by Tenant for the relevant Operating Year is less than Tenant's Share of Operating Expenses for such Operating Year, Tenant shall pay to Landlord such deficit within thirty (30) days after receipt delivery of the Actual Operating Expenses Statement. Such payments by Tenant shall be made notwithstanding that the Actual Operating Expenses Statement is furnished to Tenant after the expiration of the Term or sooner termination of this Lease. If the Actual Operating Expenses Statement indicates that the amount actually paid by Tenant for the relevant Operating Year exceeds Tenant's Share of Operating Expenses for such Operating Year, such excess shall, at Landlord's(7) option, either be applied against any amount then payable or to become payable by Tenant under this Lease, or promptly refunded to Tenant. No failure by Landlord to require the payment of Tenant's Share of Operating Expenses for any period shall constitute a waiver of Landlord's Statement right to collect Tenant's Share of Operating Expenses for such period or for any subsequent period. If the Expense Year setting forth Stop exceeds Tenant's Proportionate Share of Operating Expenses for any Expense Increase attributable to such Expense full or partial Operating Year, Tenant shall pay Tenant's Proportionate Share not be entitled to any refund, credit or adjustment of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Basic Monthly Rent. If Notwithstanding the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything foregoing to the contrary hereincontrary, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term Operating Expenses that have not been so applied vary with occupancy and are outstanding at the end attributable to any part of the Term shall in which less than ninety-five percent (95%) of the rentable area of the Building is occupied by tenants, will be paid adjusted by Landlord to Tenant promptly following Landlord's final accounting for the final Expense Year.amount that Landlord reasonably believes the Operating Expenses would have been if ninety-five percent (95%) of the rentable area of the Building had been occupied. -------------------

Payment of Operating Expenses. Commencing on the Commencement Date, Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal to one-Rent one twelfth (1/12) of the amount of Tenant's Proportionate Share of Expense Increases estimated Operating Expenses for each Expense Year calendar year or portion thereof during the Term, in advance, on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord stated in a written notice to Tenant; provided provided, further, that with respect to the Real Estate Taxes, in addition to the right to have Tenant billed directly by the County of Santa Xxxxx for the Real Estate Taxes pursuant to Section 8.2(a), Landlord shall have the right initially to determine xxxx Tenant for, and require Tenant to pay to Landlord the entire amount of Real Estate Taxes for the Premises not more than thirty (30) days before the date by which such monthly estimates installment would be deemed delinquent by the County of Santa Xxxxx. Prior to the Commencement Date, and the beginning of each calendar year thereafter, or as soon thereafter as practicable, Landlord shall deliver to Tenant a reasonable estimate of Tenant's share of Operating Expenses for the then current calendar year. Landlord may by written notice to Tenant revise such estimates from time to timetime (but not more than once per year) and Tenant shall thereafter make payments on the basis of such revised estimates. After With reasonable promptness after the expiration of the Base Expense Year and each Expense Yearcalendar year, Landlord shall prepare and will furnish Tenant with a statement (“Landlord's Statement showing ’s Expense Statement”) setting forth in reasonable detail the Base Expenses or the actual Operating Expenses incurred during for the prior calendar year. If the actual Operating Expenses for such Expense Year. Within year exceeds the estimated Operating Expenses paid by Tenant for such year, Tenant shall pay to Landlord (whether or not this Lease has terminated) the difference between the amount of estimated Operating Expenses paid by Tenant and the actual Operating Expenses within thirty (30) days after the receipt of Landlord's Statement for any ’s Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made paid by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed any year exceeds the actual amount of Tenant's Proportionate Share of Expense Increases Operating Expenses for such Expense Yearthat year, then such the excess amount shall be credited against the monthly next installments of Base Rent due from Tenant to Landlord, or, if after the Termination Date, the excess shall first be credited against any unpaid Base Rent or Additional Rent due and payable from any remaining excess shall be refunded to Tenant to Landlord hereunder concurrently with respect to the furnishing of Landlord’s Expense Increases until such amount shall have been refunded in full to TenantStatement. Notwithstanding anything to the contrary hereinset forth above, Tenant shall not be responsible for any Operating Expense not billed by Landlord to Tenant within three (3) years after the year in no event shall the aggregate credits allowable which such Operating Expense was incurred by Landlord. Further, all calculations, determinations, allocations and decisions to Tenant, in any Expense Year pursuant be made hereunder with respect to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term Operating Expenses shall be paid made in accordance with the good faith determination of Landlord applying sound accounting and property management principles consistently applied which are consistent with institutional owner practices. All discounts, reimbursements, rebates, refunds, or credits attributable to Tenant promptly following Landlord's final accounting for Operating Expenses received by Landlord in a particular year shall be deducted from Operating Expenses in the final Expense Year.year the same are received;

Payment of Operating Expenses. It is hereby agreed that, subject to the provisions of Paragraph 3A above pertaining to the Deferred Rent Period, commencing with the first Lease Year and continuing each month thereafter through the Lease Term, Tenant shall pay to Landlord on account as Additional Rent at the same time as Base Rent is paid an amount equal to 1/12 of Landlord's estimate of Tenant's Proportionate Pro Rata Share of Expense Increase and the Operating Expenses for the particular Lease Year. Landlord shall deliver to Tenant, as Additional Rentsoon as practicable following the end of any Lease Year, a sum equal to one-twelfth (1/12) an estimate of the amount Operating Expenses for the new Lease Year (the "Budget Sheet"). Until receipt of the Budget Sheet, Tenant shall continue to pay its current monthly Tenant's Pro Rata Share of Operating Expenses based upon the estimate for the preceding Lease Year. If the Budget Sheet reflects an estimate of Tenant's Proportionate Pro Rata Share of Expense Increases Operating Expenses for each Expense the new Lease Year on or before greater than the first day amount actually paid to the date of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration receipt of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing Budget Sheet for the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense new Lease Year, Tenant shall pay Tenant's Proportionate Share such amount to Landlord within 30 days of such Expense Increase (less receipt of the Budget Sheet. Upon receipt of the Budget Sheet, Tenant shall thereafter pay the amount of estimated payments paid by its monthly Tenant's Pro Rata Share of the Operating Expenses as set forth in the Budget Sheet. As soon as practicable following the end of any Lease Year, but not later than May 1, Landlord shall submit to Tenant on account thereof) to Landlord as Additional Rent. If a statement in reasonable detail describing the actual computations of the Operating Expenses setting forth the exact amount of Tenant's Proportionate Pro Rata Share of the Expense Increase Operating Expenses for such Expense the Lease Year exceeds just completed, and the difference, if any, between the actual Tenant's Pro Rata Share of the increase in Operating Expenses for the Lease Year just completed and the estimated amount of Tenant's Proportionate Pro Rata Share of Expense Increases paid by Tenant the Operating Expenses for such Expense YearLease Year (the "Statement"). Notwithstanding the foregoing, then Landlord's failure to deliver the Statement to Tenant on or before May 1 shall not be a waiver of Landlord's rights under this Paragraph. If the actual Tenant's Pro Rata Share of the Operating Expenses for the period covered by the Statement is higher than the estimated Tenant's Pro Rata Share of the Operating Expenses which Tenant previously paid during the Lease Year just completed, Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) 30 days following delivery receipt of the Statement from Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of actual Tenant's Proportionate Pro Rata Share of Expense Increases the Operating Expenses for such Expense Year shall exceed the actual amount of period covered by the Statement is less than the estimated Tenant's Proportionate Pro Rata Share of Expense Increases for such Expense the Operating Expenses which Tenant previously paid during the Lease Year just completed, Landlord shall credit the excess against any sums then owing or next becoming due from Tenant under this Lease. In no event will Rent be less than Base Rent. In the event the Building is not fully occupied during any particular Lease Year, then such excess amount Landlord shall be credited against adjust those Operating Expenses which are affected by the monthly installments occupancy rates for the particular Lease Year, or part of Additional Rent due and payable from Tenant it, as the case may be, to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate reflect an occupancy of 100% percent of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense YearBuilding Rentable Area.

Payment of Operating Expenses. It is hereby agreed that, subject to the provisions of Paragraph 3A above pertaining to the Abatement Rent Period, commencing with the first Lease Year and continuing each month thereafter through the Lease Term, Tenant shall pay to Landlord on account as Additional Rent at the same time as Base Rent is paid an amount equal to 1/12 of Landlord's estimate of Tenant's Proportionate Pro Rata Share of Expense Increase and the Operating Expenses for the particular Lease Year. Landlord shall deliver to Tenant, as Additional Rentsoon as practicable following the end of any Lease Year, a sum equal to one-twelfth (1/12) an estimate of the amount Operating Expenses for the new Lease Year (the "Budget Sheet"). Until receipt of the Budget Sheet, Tenant shall continue to pay its current monthly Tenant's Pro Rata Share of Operating Expenses based upon the estimate for the preceding Lease Year. If the Budget Sheet reflects an estimate of Tenant's Proportionate Pro Rata Share of Expense Increases Operating Expenses for each Expense the new Lease Year on or before greater than the first day amount actually paid to the date of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration receipt of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing Budget Sheet for the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense new Lease Year, Tenant shall pay Tenant's Proportionate Share such amount to Landlord within 30 days of such Expense Increase (less receipt of the Budget Sheet. Upon receipt of the Budget Sheet, Tenant shall thereafter pay the amount of estimated payments paid by its monthly Tenant's Pro Rata Share of the Operating Expenses as set forth in the Budget Sheet. As soon as practicable following the end of any Lease Year, but not later than May 1, Landlord shall submit to Tenant on account thereof) to Landlord as Additional Rent. If a statement in reasonable detail describing the actual computations of the Operating Expenses setting forth the exact amount of Tenant's Proportionate Pro Rata Share of the Expense Increase Operating Expenses for such Expense the Lease Year exceeds just completed, and the difference, if any, between the actual Tenant's Pro Rata Share of the increase in Operating Expenses for the Lease Year just completed and the estimated amount of Tenant's Proportionate Pro Rata Share of Expense Increases paid by Tenant the Operating Expenses for such Expense YearLease Year (the "Statement"). Notwithstanding the foregoing, then Landlord's failure to deliver the Statement to Tenant on or before May 1 shall not be a waiver of Landlord's rights under this Paragraph. If the actual Tenant's Pro Rata Share of the Operating Expenses for the period covered by the Statement is higher than the estimated Tenant's Pro Rata Share of the Operating Expenses which Tenant previously paid during the Lease Year just completed, Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) 30 days following delivery receipt of the Statement from Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of actual Tenant's Proportionate Pro Rata Share of Expense Increases the Operating Expenses for such Expense Year shall exceed the actual amount of period covered by the Statement is less than the estimated Tenant's Proportionate Pro Rata Share of Expense Increases for such Expense the Operating Expenses which Tenant previously paid during the Lease Year just completed, Landlord shall credit the excess against any sums then owing or next becoming due from Tenant under this Lease. In no event will Rent be less than Base Rent. In the event the Building is not fully occupied during any particular Lease Year, then such excess amount Landlord shall be credited against adjust those Operating Expenses which are affected by the monthly installments occupancy rates for the particular Lease Year, or part of Additional Rent due and payable from Tenant it, as the case may be, to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate reflect an occupancy of 95% percent of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense YearBuilding Rentable Area.

Payment of Operating Expenses. The parties intend that Tenant pay all Operating Expenses directly to the respective obligee to the extent feasible, except that Landlord will directly pay the Real Estate Taxes and Insurance Expenses (other than those Tenant pays directly) and the costs of maintenance of the landscaping, parking lot, HVAC and other mechanical and plumbing systems, fire and sprinkler systems, loading dock system, electrical systems up to local distribution panels, elevator, and roof. Landlord's maintenance contractor is subject to Tenant's approval, which may not unreasonably be withheld, conditioned or delayed. Landlord intends to deliver to Tenant (i) a monthly statement setting forth any actual Operating Expenses (excluding Real Estate Taxes and Insurance Expenses) paid by Landlord for the prior month ("Expense Statement"), and (ii) an annual statement setting forth the estimated Real Estate Taxes, Insurance Expenses (other than those for which Tenant pays directly) and property management fees for the applicable year ("Tax and Insurance Statement"). Tenant shall pay to Landlord the amount set forth in each Expense Statement within thirty (30) days of receipt of the statement. Tenant shall pay one-twelfth of the amount set forth in the Tax and Insurance Statement with each payment of Basic Monthly Rent. Tenant's payment obligations under this Section 7.2 constitute additional rent under this Lease. If the sum of Tenant's payments on account of Operating Expenses during any calendar year exceeds the actual Operating Expenses for the calendar year, then the excess will be paid directly to Tenant. If the sum of Tenant's Proportionate Share of Operating Expense Increase and as Additional Rentpayments for any calendar year is less than the actual Operating Expenses for the calendar year, a sum equal to one-twelfth (1/12) of then Tenant shall pay Landlord the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within deficiency within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statementstatement reconciling the year's Operating Expenses. Landlord's delay in delivering any Expense Statement or Tax and Insurance Statement or reconciliation statement (if applicable) will not release Tenant of its obligation to pay any portion of the Operating Expenses. Tenant shall have the right to contest the legal validity or amount of any personal property taxes or Real Estate Taxes for which Tenant is responsible under this Lease and may institute such proceedings as Tenant considers necessary. If Tenant contests any such tax, assessment or charge, Tenant shall indemnify and hold harmless and protect Landlord and the total amount of estimated payments made Premises from any liens, claims, liability and damages incurred by Tenant Landlord in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Yearconnection therewith.

Payment of Operating Expenses. Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal to one-twelfth (1/12) of the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Year.. 7 <PAGE> 5.04

Payment of Operating Expenses. Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and Landlord, as Additional Rent, Xxxxxx's Share of all Operating Expenses in respect of each Expense Year to the extent Operating Expenses for each such Expense Year shall exceed Base Expenses; provided, however, Tenant shall not be responsible for making such payment during the first Lease Year. Tenant shall pay a sum equal to one-twelfth (1/12) of the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord Xxxxxxxx and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After Within one hundred eighty (180) days after the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of TenantLandlord's Proportionate Share of the Expense Increase for such Expense Year exceeds statement shows that the estimated amount of Tenant's Proportionate Share of Expense Increases Operating Expenses paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall Xxxxxx exceed the actual amount of Tenant's Proportionate Share of any Expense Increases Increase for such Expense Year, then such excess Landlord shall, at Landlord's election, either (i) reimburse Tenant for the amount shall be credited against so overpaid by Tenant within thirty (30) days after the monthly installments issuance of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until Landlord's Statement, or (ii) credit such amount shall have been refunded in full to against Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate 's estimated payments of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding Operating Expenses next coming due (except at the end of the Term Term, in which cause alternative (i) shall be paid implemented). Notwithstanding the provisions of this Article 5 to Tenant promptly following Landlord's final accounting for the final Expense Year.contrary, Landlord may elect to allocate Operating Expenses separately among tenants with different use categories in the Building from time to time based on such factors as the Landlord reasonably determines (rather than on a proportionate basis based on square feet). 5.4

Payment of Operating Expenses. Commencing on the Commencement Date, Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal to one-Rent one twelfth (1/12) of the amount of Tenant's Proportionate Share of Expense Increases estimated Operating Expenses for each Expense Year calendar year or portion thereof during the Term, in advance, on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord stated in a written notice to Tenant; provided provided, further, that with respect to the Real Estate Taxes, in addition to the right to have Tenant billed directly by the County of Santa Xxxxx for the Real Estate Taxes pursuant to Section 8.2(a), Landlord shall have the right initially to determine xxxx Tenant for, and require Tenant to pay to Landlord the entire amount of Real Estate Taxes for the Premises not more than thirty (30) days before the date by which such monthly estimates installment would be deemed delinquent by the County of Santa Xxxxx. Prior to the Commencement Date, and the beginning of each calendar year thereafter, or as soon thereafter as practicable, Landlord shall deliver to Tenant a reasonable estimate of the Operating Expenses for the then current calendar year. Landlord may by written notice to Tenant revise such estimates from time to timetime (but not more than once per year) and Tenant shall thereafter make payments on the basis of such revised estimates. After With reasonable promptness after the expiration of the Base Expense Year and each Expense Yearcalendar year, Landlord shall prepare and will furnish Tenant with a statement (“Landlord's Statement showing ’s Expense Statement”) setting forth in reasonable detail the Base Expenses or the actual Operating Expenses incurred during for the prior calendar year. If the actual Operating Expenses for such Expense Year. Within year exceeds the estimated Operating Expenses paid by Tenant for such year, Tenant shall pay to Landlord (whether or not this Lease has terminated) the difference between the amount of estimated Operating Expenses paid by Tenant and the actual Operating Expenses within thirty (30) days after the receipt of Landlord's Statement for any ’s Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made paid by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed any year exceeds the actual amount of Tenant's Proportionate Share of Expense Increases Operating Expenses for such Expense Yearthat year, then such the excess amount shall be credited against the monthly next installments of Base Rent due from Tenant to Landlord, or, if after the Termination Date, the excess shall first be credited against any unpaid Base Rent or Additional Rent due and payable from any remaining excess shall be refunded to Tenant to Landlord hereunder concurrently with respect to the furnishing of Landlord’s Expense Increases until such amount shall have been refunded in full to TenantStatement. Notwithstanding anything to the contrary hereinset forth above, Tenant shall not be responsible for any Operating Expense not billed by Landlord to Tenant within three (3) years after the year in no event shall the aggregate credits allowable which such Operating Expense was incurred by Landlord. Further, all calculations, determinations, allocations and decisions to Tenant, in any Expense Year pursuant be made hereunder with respect to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term Operating Expenses shall be paid made in accordance with the good faith determination of Landlord applying sound accounting and property management principles consistently applied which are consistent with institutional owner practices. All discounts, reimbursements, rebates, refunds, or credits attributable to Tenant promptly following Landlord's final accounting for Operating Expenses received by Landlord in a particular year shall be deducted from Operating Expenses in the final Expense Year.year the same are received;

Payment of Operating Expenses. Landlord shall deliver to Tenant an annual statement setting forth the estimated Property Management Fee and Operating Expenses Landlord expects to incur for the applicable year (“Expense Statement”). Tenant shall pay to Landlord one-twelfth of the Property Management Fee and one-twelfth Tenant’s Pro Rata Share of the amount set forth in the Expense Statement with each payment of Basic Monthly Rent. Tenant’s payment obligations under this paragraph constitute additional rent under this Lease. If the sum of Tenant’s payments on account of Operating Expenses and Property Management Fees during any calendar year exceeds the actual Operating Expenses and Property Management Fees for the calendar year, then the excess will be credited against future Operating Expenses due from Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal to one-twelfth (1/12) of the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord paid directly to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount sum of Tenant's Proportionate Share of ’s Operating Expense and Property Management Fee payments for any calendar year is less than the Expense Increase actual Operating Expenses and Property Management Fee for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Yearcalendar year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable deficiency within thirty (30) 10 days following after delivery of Landlord's Statement’s statement reconciling the year’s Operating Expenses. Landlord’s delay in delivering any Expense Statement or reconciliation statement will not release Tenant of its obligation to pay any portion of the Operating Expenses or Property Management Fee. If the total amount of estimated payments made at any time Landlord incurs an unanticipated Operating Expense (or any other expense to be borne by Tenant in respect under this Lease), Landlord may invoice Tenant for reimbursement of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed expense any time after the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary hereinexpense is incurred, in no event which case Tenant shall pay the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed amount so invoiced within 10 days after Landlord delivers the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Yearinvoice.

Payment of Operating Expenses. Tenant shall pay to Landlord on account For purposes of estimating an increase in Tenant's ’s Proportionate Share of Expense Increase Operating Expenses and as Additional RentReal Estate Taxes during each subsequent calendar year, a sum equal Landlord shall estimate the increase in Tenant’s Proportionate Share for the ensuing calendar year, or, if applicable, the remaining portion thereof and notify Tenant in writing of such estimate. Such estimate shall be made by Landlord in the exercise of its sole reasonable discretion and not subject to one-twelfth (1/12) arbitration. Landlord’s estimate shall be paid by Tenant each month during the Term of the amount of Tenant's Proportionate Share of Expense Increases for Lease, on the same day as the Fixed Basic Rent is due hereunder. As soon as practicable after each Expense Lease Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Partial Lease Year, Landlord shall prepare and furnish will give Tenant with Landlord's Statement a statement (the “Statement”) showing the Base Expenses or the Operating Expenses incurred during actual amounts payable by Tenant under this Rider for such Expense Lease Year. Within thirty (30) days after receipt of Landlord's If the Statement shows that the actual amount Tenant owes for any Expense such Lease Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (or Partial Lease Year is less than the estimated amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for during such Expense Lease Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense or Partial Lease Year, then Tenant shall pay to Landlord Landlord, at its option, will either return the difference between or credit the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited difference against the monthly installments next succeeding payment(s) of Additional Rent due and payable from Tenant Rent, provided a sufficient number of months remain in the term to Landlord hereunder with respect to Expense Increases until such exhaust the amount shall have been refunded in full to Tenantowed. Notwithstanding anything to the contrary hereinforegoing, in no event shall Tenant receive any reimbursement for a reduction in Operating Expenses below the aggregate credits allowable to Tenant, in any Expense Base Year pursuant to this Article 5 exceed for Operating Expenses. If the aggregate of Statement shows that the actual amount Tenant owes is more than the estimated Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made paid by Tenant during such Lease Year or Partial Lease Year, Tenant will pay the Term that have not been so applied and are outstanding at difference after the end of following month from when the Term shall be paid Statement is delivered to Tenant promptly following Landlord's final accounting for the final Expense Yearas Additional Rent.

Payment of Operating Expenses. Tenant shall pay to Landlord on account of each month, along with Tenant's Proportionate Share installments of Expense Increase Minimum Rental (and as Additional RentRental, a sum if applicable) an amount (the "Tenant Contribution") equal to one-twelfth (1/12) of the amount of Tenant's Proportionate Share of the Operating Expenses as hereinabove described for any calendar year (including any applicable partial calendar year) to the extent such costs exceed the Operating Expense Increases for each Expense Year on or before the first day of each month of such Expense YearStop, in advance, in an amount as estimated by Landlord and billed by (in its reasonable discretion). Landlord will make reasonable efforts to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish provide Tenant with Landlord's Statement showing estimate of Tenant's Contribution for the Base Expenses upcoming calendar year on or before December 15 of each calendar year during the Term hereof. Not more than once during any calendar year, Landlord may in good faith revise Tenant's Proportionate Share of the Operating Expenses incurred during and upon Tenant's receipt of a revised statement, Tenant shall pay Operating Expenses on the basis of such Expense YearStatement. Within If Landlord fails to notify Tenant of the revised amount of Tenant's Contribution by such date, Tenant shall continue to pay the monthly installments, if any, last payable by Tenant until notified by Landlord of such new estimated amount. No later than May l of each calendar year of the Term, Landlord shall deliver to Tenant a written statement setting forth the actual amount of Tenant's Contribution for the preceding calendar year. Tenant shall pay the total amount of any balance due shown on such statement within thirty (30) days after Tenant's receipt of Landlord's Statement thereof. In the event such annual costs decrease for any Expense Year setting forth such year, Landlord shall reimburse Tenant for any overage paid and the monthly rental installments for the next period shall be reduced accordingly. For the calendar year in which this Lease commences, Tenant's Proportionate Share Contribution shall be prorated from the Commencement Date through December 31 of any Expense Increase attributable to such Expense Yearyear. Further, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less be responsible for the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount payment of Tenant's Proportionate Share of Contribution for the Expense Increase for such Expense Year exceeds calendar year in which this Lease expires, prorated from January 1 thereof through the Expiration Date. Upon the Expiration Date, Landlord may require Tenant to pay any unpaid estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If after the total amount of estimated payments Expiration Date, which estimate shall be made by Tenant in respect of Tenant's Proportionate Share of Expense Increases Landlord based upon actual and estimated costs for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Yearyear.

Payment of Operating Expenses. Between the Commencement Date and the Rent Commencement Date, Landlord shall invoice Tenant on a monthly basis for the cost of insurance under Section 5.2(g) attributable for such month and for any utility costs which are not being billed directly to Tenant, and Tenant shall pay such costs to Landlord within thirty (30) days after receipt of such invoices. Commencing on the Rent Commencement Date, Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal to one-Rent one twelfth (1/12) of the amount of Tenant's Proportionate Share of Expense Increases Operating Expenses for each Expense Year calendar year or portion thereof during the Term, in advance, on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord as stated in a written notice to Tenant; provided that . Landlord shall have the right initially may by written notice to determine such monthly estimates and to Tenant revise such estimates from time to timetime and Tenant shall thereafter make payments on the basis of such revised estimates. After the expiration On or before April 15 of the Base Expense Year and each Expense Yearcalendar year, Landlord shall prepare and will furnish Tenant with a statement ("Landlord's Statement showing Expense Statement") setting forth in reasonable detail the Base Expenses or the actual Operating Expenses incurred during for the prior calendar year. If the actual Operating Expenses for such Expense Year. Within year exceed the estimated Operating Expenses paid by Tenant for such year, Tenant shall pay to Landlord (whether or not this Lease has terminated) the difference between the amount of estimated Operating Expenses paid by Tenant and the actual Operating Expenses within thirty (30) days after the receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made paid by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed any year exceeds the actual amount of Tenant's Proportionate Share of Expense Increases Operating Expenses for such Expense Yearthat year, then such the excess amount shall be credited against the monthly next installments of Base Rent due from Tenant to Landlord, or, if after the Termination Date, the excess shall first be credited against any unpaid Base Rent or Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any remaining excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid refunded to Tenant promptly following concurrently with the furnishing of Landlord's final accounting for the final Expense YearStatement.

Payment of Operating Expenses. Commencing on the first day of the first calendar month following the Phase I Rent Commencement Date, Tenant shall pay to Landlord on account as Additional Rent one twelfth (1/12th) of Tenant's ’s Proportionate Share of Expense Increase and as Additional Rent, a sum equal to one-twelfth (1/12) of Operating Expenses for the amount of Tenant's Proportionate Share of Expense Increases Property for each Expense Year calendar year on or before the first day of each month of during such Expense Yearyear, in advance, in an amount reasonably estimated by Landlord in good faith and billed by Landlord to Tenant; provided that . Landlord shall have the right initially to determine such monthly estimates and to reasonably revise such estimates estimate from time to time. After Within ninety (90) days after the expiration of the Base Expense Year and each Expense Yearcalendar year, Landlord shall prepare and furnish Tenant with a statement (“Landlord's Statement showing ’s Operating Expense Statement”), setting forth in reasonable detail the Base Expenses or the actual amount of Operating Expenses incurred during for the Property for such Expense Yearyear and Tenant’s Proportionate Share of Operating Expenses. Within If the actual amount of Operating Expenses due for such year payable by Tenant differs from the estimated amount of Operating Expenses paid by Tenant for such year, then, if Tenant owes any amounts to Landlord, such amounts shall be paid by Tenant (whether or not this Lease has terminated) within thirty (30) days after receipt of Landlord's Statement ’s Operating Expense Statement, and if Landlord owes any amounts to Tenant, such amounts shall be credited against the next installments of Base Rent and Additional Rent due from Tenant (or if the Lease has terminated for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable reason paid to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following after delivery of Landlord's ’s Operating Expense Statement). If the total amount of estimated payments made by Tenant in respect of Tenant's ’s obligation to pay Tenant’s Proportionate Share of Operating Expenses (as provided in Section 6.2) shall commence as of the Phase I Rent Commencement Date. As of the Single Tenant Conversion Date, except to the extent Landlord is responsible in connection with its Warranty, in Section 8.3, 10.3, 14 or 16 and any items of deferred repairs, maintenance or replacement that were required to be performed by Landlord prior to the Single Tenant Conversion Date but have yet to be performed, Landlord shall have no obligation to repair, maintain or make replacements regarding the Common Area and shall cease providing the common area maintenance services associated with the Property, including, but not limited to, the type of services, repairs, maintenance and replacements described in the Operating Expense Increases items 6.1.1(a), (b) and (g) (such services, “Common Area Maintenance Services”) and Tenant shall have no further obligation to reimburse Landlord for the Operating Expenses associated with Common Area Maintenance Services at such Expense Year time as Tenant has reimbursed Landlord for all such Operating Expenses associated with the period prior to the Single Tenant Conversion Date. However, said items shall exceed remain reimbursable to the actual amount extent of Tenant's ’s Proportionate Share of Expense Increases Operating Expenses. From and after the Single Tenant Conversion Date, (i) Landlord shall remain obligated for such Expense Yearthe Warranty and its repair, then such excess amount maintenance and replacement obligations under Sections 10.3, 8.3, 14 and 16; and (ii) Tenant shall remain obligated to reimburse Landlord for the Operating Expenses described in items 6.1(c), (d), (e) and (f). Operating Expenses shall be credited against the monthly installments of Additional Rent due and payable from Tenant “grossed up” in each Lease Year to Landlord hereunder with respect to Expense Increases until reflect such amount shall amounts as would have been refunded in full to Tenant. Notwithstanding anything to paid had the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate Rentable Area of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant Building been one hundred percent (100%) occupied during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense such Lease Year.

Payment of Operating Expenses. Tenant shall pay In addition to Landlord on account the payment of Tenant's Proportionate Share of Expense Increase and as Additional Base Rent, a sum equal to one-twelfth (1/12) of the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate ’s Share to Landlord in accordance with the terms hereof. On or before March 31st of each year, Landlord shall provide an estimate of the Operating Expenses for the current calendar year and an estimate of Tenant’s Share, if any (“Estimate Statement”). Tenant shall remit monthly one-twelfth (1/12th) of Tenant’s Share (“Estimated Payment”) as Additional Rent together with its payments of Base Rent; provided that Landlord may invoice Tenant retroactively for the months of January through the month of issuance of the Estimate Statement to the extent this Lease was in effect during such period. From time to time during the Term, but not more than two (2) times in a single calendar year, Landlord may deliver a revised Estimate Statement to Tenant. The revised Estimate Statement shall set forth a revised Estimated Payment for such calendar year in an amount sufficient to pay the re-estimated monthly amount over the balance of such calendar year after giving credit for payments made by Tenant based on the previous Estimate Statement. On or before March 31st of each calendar year, Landlord shall send a statement to Tenant detailing all Operating Expenses for the prior year and setting forth the amount representing the Tenant’s Share, as reconciled for the actual Operating Expenses of the prior year (“Operating Expense Increase (less Statement”). If the Operating Expense Statement indicates that the estimated Operating Expenses paid by Tenant during the preceding year exceeded Tenant’s Share, then Tenant shall be given a credit against its next due installments of Operating Expenses in the amount of estimated payments paid the difference between the Estimated Payments made in the preceding year and the actual Tenant’s Share for the preceding year. If such overpayment of Operating Expenses by Tenant on account thereof) occurs in the final year of the Term, Landlord shall refund to Tenant the difference between the Estimated Payments and the actual Tenant’s Share. If the Operating Expense Statement indicates that Tenant’s Share exceeded the Estimated Payments, then Tenant shall remit the difference to Landlord as Additional Rent. If the actual amount of Landlord’s failure to provide a statement shall not prejudice Landlord’s right to collect a shortfall or Tenant's Proportionate Share of the Expense Increase ’s right to receive a credit for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Yearover payments.

Payment of Operating Expenses. It is agreed that during each Lease Year beginning with the first month of the second Lease Year and each month thereafter during the original Lease Term, or any extension thereof, Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum at the same time as the Monthly Rent is paid, an amount equal to one-twelfth (1/12) of the amount Landlord's estimate (as determined by Landlord in its sole discretion) of Tenant's Proportionate Pro Rata Share of Expense Increases any projected increase in the Operating Expenses for each Expense the particular Lease Year on or before in excess of the first day Operating Expenses Base (the "Estimated Escalation Increase"). A final adjustment (the "Escalation Reconciliation") to be made between the parties as soon as practicable following the end of each month of such Expense Lease Year, but in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have no event later than ninety (90) days after the right initially to determine such monthly estimates and to revise such estimates from time to timeend of each Lease Year. After In computing the expiration of the Base Expense Year and each Expense Estimated Escalation Increase for any particular Lease Year, Landlord shall prepare and furnish take into account any prior increases in Tenant's Pro Rata Share of Operating Expenses. If during any Lease Year the Estimated Escalation Increase is less than the Estimated Escalation Increase for the previous Lease Year on which Tenant's share of Operating Expenses were based for said year, such Additional Rent payments, attributable to Estimated Escalation Increase, to be paid by Tenant with Landlord's Statement showing for the Base Expenses or new Lease Year shall be decreased accordingly; provided, however, in no event will the Rent paid by Tenant hereunder ever be less than the Monthly Rent, its Pro Rata Share of the Operating Expenses incurred Base, plus all other amounts of Additional Rent. As soon as practicable following the end of each Lease Year during such Expense the initial Lease Term, or any extension thereof, including the first Lease Year. Within thirty (30) days after receipt of , Landlord shall submit to Tenant a statement prepared by Landlord's Statement for any Expense Year , in the first year setting forth Tenant's Proportionate Share of any the Estimated Escalation Increase, if any. Beginning with said statement for the second Lease Year, it shall also set forth the Escalation Reconciliation for the Lease Year just completed. To the extent that the Operating Expense Escalation is different from the Estimated Escalation Increase attributable to such Expense Yearupon which Tenant paid Rent during the Lease Year just completed, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable in cash within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made receipt by Tenant in respect of such statement from Landlord, or receive a credit on future Rent owing hereunder as the case may be. Until Tenant receives such statement, Tenant's Proportionate Share of Expense Increases Rent for such Expense the new Lease Year shall exceed continue to be paid at the actual amount rate being paid for the particular Lease Year just completed, but Tenant shall commence payment to Landlord of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments installment of Additional Rent due and payable from on the basis of said statement beginning on the first day of the month following the month in which Tenant to Landlord hereunder with respect to Expense Increases until receives such amount shall have been refunded in full to Tenantstatement. Notwithstanding anything In addition to the contrary hereinabove, if, during any particular Lease Year, there is a change in the information on which Landlord based the estimate upon which Tenant is then making its estimated payment of Operating Expenses so that such Estimated Escalation Increase furnished to Tenant is no longer accurate, Landlord shall be permitted to revise such Estimated Escalation Increase by notifying Tenant, and there shall be such adjustments made in the Additional Rent on the first day of the month following the serving of such statement on Tenant as shall be necessary by either increasing or decreasing, as the case may be, the amount of Additional Rent then being paid by Tenant for the balance of the Lease Year (but in no event shall any such decrease result in a reduction of the aggregate credits allowable rent below the Monthly Rent, Tenant's Pro Rata Share of the Operating Expenses Base, plus all other amounts of Additional Rent), as well as a payment by Tenant or credit to Tenant, in any Expense the Tenant as appropriate based upon the amount theretofore paid by Tenant during such particular Lease Year pursuant to the prior estimate. Landlord's and Tenant's responsibilities with respect to the Operating Expense adjustment described herein shall survive the expiration or early termination of this Article 5 exceed Lease. If the aggregate Building is not fully occupied during any particular Lease Year, Landlord shall adjust those Operating Expenses which are affected by Building occupancy for the particular Lease Year, or portion thereof, as the case may be, to reflect an occupancy of not less than ninety-five percent (95%) of all such rentable area of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense YearBuilding.

Payment of Operating Expenses. Commencing on the Commencement Date, Tenant shall pay to Landlord Landlord, 88 Additional Rent, on account or before the :first day of each month, in advance, during each calendar year. one-twelfth (1I12~ of Tenant's Proportionate Share of Operating Expenses for the Property, in an amount reasonably estimated by Landlord in good faith. Landlord shall have the right to reasonably revise such estimate from time to time. Within one hundred twenty (120) days or a reasonable time after the expiration of each calendar year, Landlord shall furnish Tenant with 8 statement ("Landlord's Operating Expense Increase Statement"), setting forth in reasonable detail the actual amount of Operating Expenses for the Property owing for such calendar year and as Additional Rent, a sum equal to one-twelfth (1/12) of the total estimated amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments actually paid by Tenant on account thereof) to Landlord as Additional Rentduring such calendar year. If the actual amount of Tenant's Proportionate Share of the Operating Expense Increase due for such Expense Year exceeds year differs from the estimated amount of Tenant's Proportionate Share of Expense Increases Operating Expenses actually paid by Tenant for such Expense Yearyear, then then, if Tenant owes any amounts to Landlord, such amounts shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases be paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable (whether or not this Lease has terminated) within thirty (30) days following after receipt of Landlord's Operating Expense Statement, and if Landlord owes any amounts to Tenant, such amounts shall be credited against the next installments of Base Rent and Additional Rent due from Tenant (or if the Lease has terminated for any reason other than Tenant's default, paid to Tenant within thirty (30) days after delivery of Landlord's Operating Expense Statement). If at any time during any calendar year during which Operating Expenses are determined for the total Property less than all of the Property is occupied or is occupied pursuant to leases providing free rental periods, those Operating Expenses which are variable according to the occupancy level of the Property shall be grossed up to reflect the amount of estimated payments made by Tenant in respect such Operating Expenses which would be incurred if the Property were fully occupied for purposes of determining Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed Operating Expenses. substances in the actual amount of Tenantground water or soil; and (xvii) any costs related to Landlord's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything general overhead which is not related to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Year.Building. 6.4

Payment of Operating Expenses. Commencing on the first anniversary of the Rent Commencement Date, Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and Landlord, as Additional Rent, a sum equal to one-twelfth (1/12) Tenant’s Pro Rata Share of the amount amount, if any, by which Operating Expenses for each calendar year during the Term exceed Operating Expenses for the Base Year (“Expense Excess”). In no event, however, shall Expense Excess include Operating Expenses of a materially different nature or calculated in a materially different fashion than Operating Expenses in the Base Year. Tenant shall pay one twelfth of Tenant's Proportionate ’s Pro Rata Share of the Expense Increases for each Expense Year Excess in advance, on or before the first day of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord as stated in a written notice to Tenant; provided that . Landlord shall have the right initially may by written notice to determine such monthly estimates and to Tenant revise such estimates from time to timetime and Tenant shall thereafter make payments on the basis of such revised estimates (but not more frequently than once in any given lease year). After With reasonable promptness after the expiration of each calendar year, but in any event within ninety (90) days after the Base Expense Year and end of each Expense Yearcalendar year, Landlord shall prepare and will furnish Tenant with a statement (“Landlord's Statement showing ’s Expense Statement”) setting forth in reasonable detail the Base Expenses or the actual Operating Expenses incurred during for the prior calendar year and the amount of Tenant’s Pro Rata Share of the Expense Excess. If Tenant’s Pro Rata Share of the actual Expense Excess for such year exceeds the estimated amounts paid by Tenant for such year, Tenant shall pay to Landlord (whether or not this Lease has terminated) the difference between the amount of estimated Tenant’s Pro Rata Share of Expense Year. Within Excess paid by Tenant and the actual Tenant’s Pro Rata Share of Expense Excess within thirty (30) days after the receipt of Landlord's Statement for any ’s Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional RentStatement. If the actual total amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and any year exceeds the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment due from Tenant for that year, the excess shall be credited against the next installments of Rent due from Tenant to Landlord, or, if after the Termination Date, the excess shall first be credited against any unpaid Rent and payable any remaining excess shall be refunded to Tenant within thirty (30) days following delivery of determination. Within ninety (90) days after receipt of Landlord's ’s Expense Statement, Tenant shall have the right to audit at Landlord’s local offices, at Tenant’s expense, Landlord’s accounts and records relating to Operating Costs. Such audit shall be conducted by a certified public accountant approved by Landlord, which approval shall not be unreasonably withheld. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to has overcharged Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term amount overcharged shall be paid to Tenant promptly following within thirty (30) days after the audit is concluded, together with interest thereon at the Interest Rate, from the date such amount was paid until payment of the overcharge is made to Tenant. In addition, if Landlord's final accounting for ’s Expense Statement exceeds the final Expense Yearactual Operating Costs which should have been charged to Tenant by more than five percent (5%), the cost of the audit up to $10,000 shall be paid by Landlord.

Payment of Operating Expenses. Tenant shall pay to Landlord on account in advance each month, along with Tenant’s installments of Tenant's Proportionate Share of Expense Increase Minimum Rent (and as Additional Rent, a sum if applicable) an amount (the “Tenant Contribution”) equal to one-twelfth (1/12) of Tenant’s Proportionate Share of the Operating Expenses as hereinabove described for any calendar year (including any applicable partial calendar year). Landlord will make reasonable efforts to provide Tenant with Landlord’s estimate of Tenant’s Contribution for the upcoming calendar year on or before December 15 of each calendar year during the Term hereof. Not more than twice during any calendar year, Landlord may in good faith revise Tenant’s Proportionate Share of the Operating Expenses and upon Tenant’s receipt of a revised statement, Tenant shall pay Operating Expenses on the basis of such statement. If Landlord fails to notify Tenant of the revised amount of Tenant's Proportionate Share ’s Contribution by such date, Tenant shall continue to pay the monthly installments of Expense Increases for each Expense Year on or before the first day Tenant’s Contribution, if any, last payable by Tenant until notified by Landlord of such new estimated amount. No later than May 1 of each month of such Expense Year, in advance, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration calendar year of the Base Expense Year and each Expense YearTerm, Landlord shall prepare and endeavor to deliver to Tenant a written statement setting forth the actual amount of Tenant’s Contribution for the preceding calendar year. The failure of Landlord to timely furnish any statement or other invoice for any calendar year shall not preclude Landlord from subsequently enforcing its rights to collect the same. Tenant with Landlord's Statement showing shall pay the Base Expenses or the Operating Expenses incurred during total amount of any balance due shown on such Expense Year. Within statement within thirty (30) days after receipt of Landlord's Statement its delivery. In the event such annual costs decrease for any Expense Year setting forth such year, Landlord shall reimburse Tenant for any overage paid. For the calendar year in which this Lease commences, Tenant's Proportionate Share ’s Contribution shall be prorated from the Commencement Date through December 31 of any Expense Increase attributable to such Expense Yearyear. Further, Tenant shall pay be responsible for the payment of Tenant's Proportionate Share of such Expense Increase ’s Contribution for the calendar year in which this Lease expires, prorated from January 1 thereof through the Expiration Date. Upon the Expiration Date, Landlord may elect either (less the amount of estimated payments paid by Tenant on account thereofi) to Landlord as Additional Rent. If the actual amount of Tenant's Proportionate Share of the Expense Increase for such Expense Year exceeds the require Tenant to pay any unpaid estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If after the total amount of estimated payments Expiration Date, which estimate shall be made by Landlord based upon actual and estimated costs for such year, or (ii) to withhold the Security Deposit until the exact amount payable by Tenant in respect is determinable, at which time Tenant shall promptly pay to Landlord any deficiencies, or Landlord shall return any excess Security Deposit to Tenant, within thirty (30) days after such determination is made. Even though the Term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant's ’s Proportionate Share of Expense Increases the Operating Expenses for such Expense Year the calendar year in which this Lease terminates Tenant shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant immediately pay to Landlord hereunder with respect to Expense Increases until such an amount shall have been refunded in full to Tenant. Notwithstanding anything as calculated pursuant to the contrary herein, in provisions of this subsection (d). In no event shall the aggregate credits allowable to Tenant, ’s Contribution increase in any Expense Year pursuant calendar year by more than seven percent (7%) over Tenant’s Contribution in the immediately preceding calendar year due to increases in expenses over which Landlord has reasonable control, as opposed to costs and expenses which Landlord does not have reasonable control (“Uncontrollable Expenses”). Uncontrollable Expenses include taxes, insurance costs, snow removal expenses, stormwater fees and similar governmentally or quasi-governmentally imposed fees, and utility expenses. The provisions of this Article 5 exceed subsection (d) shall survive the aggregate expiration or earlier termination of the Additional Rent payments payable by Tenant pursuant Term, including Landlord’s obligation to this Article 5; provided, however, refund any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end of the Term shall be paid to Tenant promptly following Landlord's final accounting for the final Expense Yearoverage if applicable.

Payment of Operating Expenses. Landlord shall deliver to Tenant an annual statement setting forth the estimated Operating Expenses Landlord expects to incur for the applicable year (“Expense Statement”). The Expense Statement for calendar year 2012 is attached to this Lease as Exhibit F. Tenant shall pay to Landlord one-twelfth of the amount set forth in the Expense Statement with each payment of Basic Monthly Rent. Tenant's payment obligations under this paragraph constitute additional rent under this Lease. If the sum of Xxxxxx’s payments on account of Operating Expenses during any calendar year exceeds the actual Operating Expenses for the calendar year, then the excess will be credited against future Operating Expenses due from Tenant's Proportionate Share of Expense Increase and as Additional Rent, a sum equal to one-twelfth (1/12) of or, if after the amount of Tenant's Proportionate Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense YearExpiration Date, in advance, in an amount estimated by Landlord and billed by Landlord paid directly to Tenant; provided that Landlord shall have the right initially to determine such monthly estimates and to revise such estimates from time to time. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's Statement for any Expense Year setting forth Tenant's Proportionate Share of any Expense Increase attributable to such Expense Year, Tenant shall pay Tenant's Proportionate Share of such Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If the actual amount sum of Tenant's Proportionate Share of ’s Operating Expense payments for any calendar year is less than the Expense Increase actual Operating Expenses for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Yearcalendar year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable deficiency within thirty (30) 30 days following after delivery of Landlord's Statement’s statement reconciling the year’s Operating Expenses. If the total amount of estimated payments made by Tenant Landlord’s delay in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in delivering any Expense Year pursuant Statement or reconciliation statement will not release Tenant of its obligation to this Article 5 exceed the aggregate pay any portion of the Additional Rent payments payable by Tenant pursuant to this Article 5; providedOperating Expenses, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at unless such delay is more than 12 months after the end of the Term calendar year for which Operating Expense reconciliation is being sought. If at any time Landlord incurs an unanticipated Operating Expense (or any other expense to be borne by Tenant under this Lease), Landlord may invoice Tenant for reimbursement of such expense any time after the expense is incurred, in which case Tenant shall be paid to Tenant promptly following Landlord's final accounting for pay the final Expense Yearamount so invoiced within 30 days after Landlord delivers the invoice.

Payment of Operating Expenses. Tenant shall pay to Landlord on account of Tenant's Proportionate Share of Expense Increase and Landlord, as Additional Rent, Tenant’s Share of all Operating Expenses in respect of each Expense Year to the extent Operating Expenses for each such Expense Year shall exceed Base Expenses. Tenant shall pay a sum equal to one-twelfth (1/12) of the annual amount of Tenant's Proportionate ’s Share of Expense Increases for each Expense Year on or before the first day of each month of such Expense Year, in advance, in an equal monthly amount estimated by Landlord in good faith and billed by Landlord to Tenant; provided that provided, that, Landlord shall have the right initially to determine such monthly estimates in good faith and to revise such estimates from time to timein good faith but not more than twice in any calendar year. After the expiration of the Base Expense Year and each Expense Year, Landlord shall prepare and furnish Tenant with Landlord's ’s Statement showing the Base Expenses or the Operating Expenses incurred during such Expense Year. Within thirty (30) days after receipt of Landlord's ’s Statement for any Expense Year setting forth Tenant's Proportionate ’s Share of any Expense Increase attributable to such Expense YearYear together with reasonable backup information to account for such Expense Increases, Tenant shall pay Tenant's Proportionate ’s Share of such annual Expense Increase (less the amount of estimated payments paid by Tenant on account thereof) to Landlord as Additional Rent. If Notwithstanding the actual amount provisions of this Section 5.3 or elsewhere in this Lease, Tenant's Proportionate ’s Share of the Expense Increase Controllable Operating Expenses for such Expense Year exceeds the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant for such Expense Year, then Tenant shall pay to Landlord the difference between the estimated amount of Tenant's Proportionate Share of Expense Increases paid by Tenant and the actual amount of Tenant's Proportionate Share of Expense Increases. This Additional Rent payment shall be due and payable within thirty (30) days following delivery of Landlord's Statement. If the total amount of estimated payments made by Tenant in respect of Tenant's Proportionate Share of Expense Increases for such Expense Year shall exceed the actual amount of Tenant's Proportionate Share of Expense Increases for such Expense Year, then such excess amount shall be credited against the monthly installments of Additional Rent due and payable from Tenant to Landlord hereunder with respect to Expense Increases until such amount shall have been refunded in full to Tenant. Notwithstanding anything to the contrary herein, in no event shall the aggregate credits allowable to Tenant, in any Expense Year pursuant to this Article 5 exceed the aggregate of the Additional Rent payments payable by Tenant pursuant to this Article 5; provided, however, any excess payments made by Tenant during the Term that have not been so applied and are outstanding at the end each Expense Year of the Term shall be paid not exceed an amount equal to Tenant promptly following Landlord's final accounting (A) Tenant’s Share of Controllable Expenses in the Base Expenses multiplied by one hundred five percent (105%) per annum for each such Expense Year (cumulative and compounding), less (B) Controllable Expenses in the Base Expenses. By way of example, if Tenant’s Share of Controllable Expenses in the Base Expenses is equal to $5,000, Tenant’s Share of Controllable Expenses for the final 2018 Expense YearYear shall not exceed $5,250.00 ($5,000 x 1.05).