Common use of Payment of Taxes and Operating Expenses Clause in Contracts

Payment of Taxes and Operating Expenses. Commencing as of the Commencement Date, Tenant shall pay Tenant’s Share of Operating Expenses and Taxes (collectively, “Expenses”) incurred by Landlord during each Lease Year. To implement the foregoing, promptly following the commencement of the Term and prior to the commencement of each subsequent Lease Year (or as soon thereafter as practicable), Landlord shall estimate the Expenses payable by Tenant for such Lease Year pursuant to this Section. Tenant shall pay to Landlord, on the first day of each month, in advance, one-twelfth (1/12) of Landlord’s estimated amount. If at any time during the course of the year Landlord determines that the Expenses payable by Tenant will vary from the then estimated amount, by notice to Tenant Landlord may revise the amount payable by Tenant during the balance of the Lease Year such that the total estimated additional amount due from Tenant for such Lease Year is paid by Tenant during the balance of the Lease Year in equal monthly amounts. Within one hundred twenty (120) days after the close of each Lease Year, or as soon thereafter as practicable, Landlord shall provide Tenant with a statement to account for any difference between the actual and the estimated Expenses for the previous Lease Year. If such statement is not given for any Lease Year, Tenant shall continue to pay on the basis of the prior Lease Year’s estimate until the month after such notice is given. Landlord’s annual statement shall be final and binding upon Tenant unless, within ninety (90) days after delivery thereof to Tenant, Tenant shall contest any item therein by written notice to Landlord, specifying each item contested and the reason therefor. Notwithstanding the foregoing, the Taxes included in any such annual statement may be modified by any subsequent adjustment or retroactive application of Taxes affecting the calculation of Expenses. If Tenant has overpaid the amount of Expenses owing pursuant to this Article, Landlord shall credit the overpayment against Tenant’s next payments due under this Article. If Tenant has underpaid the amount of Expenses owing pursuant to this Article, Tenant shall pay the amount of the underpayment to Landlord within thirty (30) days after Tenant’s receipt of Landlord’s statement. If the rentable area of the Building or the Project is not fully occupied during any Lease Year, Expenses for such Lease Year shall be adjusted to equal Landlord’s reasonable estimate of the Expenses which would have been incurred during such Lease Year if the total rentable area of the Building and Project were occupied. Landlord’s delay in submitting any statement contemplated herein for any Lease Year shall not affect the provisions of this Article, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Term or any extensions thereof. If the Term ends on a day other than the last day of a Lease Year, the amounts payable by Tenant under this Article 4 applicable to the Lease Year in which the end of the Term occurs shall be prorated on the basis which the number of days from the commencement of such Lease Year to and including the date on which the end of the Term occurs bears to three hundred sixty-five (365).

Payment of Taxes and Operating Expenses. Commencing as of the Commencement Date, Tenant shall pay Tenant’s Share of Operating Expenses and Taxes (collectively, “Expenses”) incurred by Landlord during During each Lease Year. To implement , beginning with the foregoing, promptly following the commencement first month of the second Lease Year, and each month thereafter during the original Lease Term and prior to the commencement of each subsequent Lease Year (or as soon thereafter as practicable)any extension thereof, Landlord shall estimate the Expenses payable by Tenant for such Lease Year pursuant to this Section. Tenant shall pay to Landlord, on the first day of each monthas Additional Rent due concurrently with Monthly Rent, in advance, an amount equal to one-twelfth (1/12) of Landlord’s estimated amountestimate (as determined by Landlord in its sole discretion) of Tenant’s Pro Rata Share of any projected increase in the Taxes or Operating Expenses for the particular Lease Year in excess of the Tax Base or Operating Expenses Base, as the case may be (the “Estimated Escalation Increase”). A final adjustment (“Escalation Reconciliation”) shall be made by Landlord and Tenant as soon as practicable following the end of each Lease Year, but in no event later than ninety (90) days after the end of each Lease Year. In computing the Estimated Escalation Increase for any particular Lease Year, Landlord shall take into account any prior increases in Tenant’s Pro Rata Share of Taxes and Operating Expenses. If at any time Estimated Escalation Increase is less than the Estimated Escalation Increase for the immediately preceding Lease Year, the Additional Rent payments to be paid by Tenant for the new Lease Year attributable to said Estimated Escalation Increase shall be decreased accordingly. If Landlord receives a refund of Taxes due to a tax protest or other such contest for Taxes paid during any Lease Year in which Tenant paid Additional Rent because of any increase in Taxes over the Tax Base, Landlord shall refund to Tenant’s Pro Rata Share of any such refund, not to exceed the Tenant’s Pro Rata Share of Additional Rent paid by Tenant because of an increase in Taxes over the Tax Base during such Lease Year. Tenant’s share of the refund shall be distributed to Tenant within 60 days of Landlord receiving the refund. As soon as practicable following the end of each Lease Year, Landlord shall submit to Tenant a statement setting forth the Estimated Escalation Increase, if any. Beginning with a statement for the second Lease Year, each such statement 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 upon which Tenant paid Rent during the course Lease Year just completed, Tenant shall pay Landlord the difference, in cash within thirty (30) days following receipt by Tenant of such statement from Landlord, or receive a credit on future Rent owing under this Lease (or cash, if there is no future Rent owing hereunder), as the case maybe. Until Tenant receives such statement, Tenant’s Rent for the new Lease Year shall continue to be paid at the rate being paid for the particular Lease Year just completed, but Tenant shall commence payment to Landlord of the year monthly installment of Additional Rent on the basis of said statement beginning on the first day of the month following the month in which Tenant receives such statement. In addition, if, during any particular Lease Year, there is a change in the information upon which the then current Estimated Escalation Increase is based so that such Estimated Escalation Increase furnished to Tenant is no longer accurate, Landlord determines that shall be permitted to revise such Estimated Escalation Increase by notifying Tenant, and there shall be such adjustments made in the Expenses payable 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 will vary from the then estimated amount, by notice to Tenant Landlord may revise the amount payable by Tenant during for the balance of the Lease Year (but in no event shall any such that the total estimated additional amount due from Tenant for such Lease Year is paid by Tenant during the balance decrease result in a reduction of the rent below the Monthly Rent plus all other amounts of Additional Rent). Even though the Term has expired and Tenant has vacated the Premises, when the final determination is made of the Escalation Reconciliation for the calendar year in which this Lease Year in equal monthly amounts. Within one hundred twenty terminates, Tenant shall immediately pay to Landlord within ten (12010) days after Landlord’s delivery of the close Escalation Reconciliation to Tenant, any additional amounts due as calculated pursuant to this Article 4 Landlord’s and Tenant’s responsibilities with respect to the Tax and Operating Expense adjustments described herein shall survive the expiration or early termination of each this Lease. If the Building is less than ninety-five percent (95%) occupied during any particular Lease Year, Landlord may adjust those Operating Expenses which are affected by Building occupancy for the particular Lease Year, or portion thereof, as soon thereafter as practicablethe case may be, Landlord shall provide Tenant with a statement to account for any difference between the actual and the estimated Expenses for the previous Lease Year. If reflect an occupancy of not less than ninety-five percent (95%) of all such statement is not given for any Lease Year, Tenant shall continue to pay on the basis of the prior Lease Year’s estimate until the month after such notice is given. Landlord’s annual statement shall be final and binding upon Tenant unless, within ninety (90) days after delivery thereof to Tenant, Tenant shall contest any item therein by written notice to Landlord, specifying each item contested and the reason therefor. Notwithstanding the foregoing, the Taxes included in any such annual statement may be modified by any subsequent adjustment or retroactive application of Taxes affecting the calculation of Expenses. If Tenant has overpaid the amount of Expenses owing pursuant to this Article, Landlord shall credit the overpayment against Tenant’s next payments due under this Article. If Tenant has underpaid the amount of Expenses owing pursuant to this Article, Tenant shall pay the amount of the underpayment to Landlord within thirty (30) days after Tenant’s receipt of Landlord’s statement. If the rentable area of the Building or the Project is not fully occupied during any Lease Year, Expenses for such Lease Year shall be adjusted to equal Landlord’s reasonable estimate of the Expenses which would have been incurred during such Lease Year if the total rentable area of the Building and Project were occupied. Landlord’s delay in submitting any statement contemplated herein for any Lease Year shall not affect the provisions of this Article, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Term or any extensions thereof. If the Term ends on a day other than the last day of a Lease Year, the amounts payable by Tenant under this Article 4 applicable to the Lease Year in which the end of the Term occurs shall be prorated on the basis which the number of days from the commencement of such Lease Year to and including the date on which the end of the Term occurs bears to three hundred sixty-five (365)Building.

Payment of Taxes and Operating Expenses. Commencing as It is agreed that during each Lease Year beginning with the first month of the Commencement Datesecond Lease Year and each month thereafter during the original Lease Term, or any extension thereof, Tenant shall pay Tenant’s Share of Operating Expenses and Taxes (collectivelyto Landlord as Additional Rent, “Expenses”) incurred by Landlord during each Lease Year. To implement at the foregoingsame time as the Monthly Rent is paid, promptly following the commencement of the Term and prior an amount equal to the commencement of each subsequent Lease Year (or as soon thereafter as practicable), Landlord shall estimate the Expenses payable by Tenant for such Lease Year pursuant to this Section. Tenant shall pay to Landlord, on the first day of each month, in advance, one-twelfth (1/12) of Landlord’s estimated amount's estimate (as determined by Landlord in its sole discretion) of Tenant's Pro Rata Share of any projected increase in the Taxes or Operating Expenses for the particular Lease Year in excess of the Tax Base or Operating Expenses Base, as the case may be (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 Lease Year, but in no event later than ninety (90) days after the end of each Lease Year. In computing the Estimated Escalation Increase for any particular Lease Year, Landlord shall take into account any prior increases in Tenant's Pro Rata Share of Taxes and Operating Expenses. If at during any time Lease Year the Estimated Escalation Increase is less than the Estimated Escalation Increase for the previous Lease Year on which Tenant's share of Taxes and Operating Expenses were based for said year, such Additional Rent payments, attributable to Estimated Escalation Increase, to be paid by Tenant for the 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 plus all other amounts of Additional Rent. As soon as practicable following the end of each Lease Year, Landlord shall submit to Tenant a statement setting forth 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 upon which Tenant paid Rent during the course Lease Year just completed, Tenant shall pay Landlord the difference in cash within thirty (30) days following receipt by Tenant of such statement from Landlord, or receive a credit on future Rent owing hereunder (or cash if there is no future Rent owing hereunder) as the case may be. Until Tenant receives such statement, Tenant's Rent for the new Lease Year shall continue to be paid at the rate being paid for the particular Lease Year just completed, but Tenant shall commence payment to Landlord of the year monthly installment of Additional Rent on the basis of said statement beginning on the first day of the month following the month in which Tenant receives such statement. In addition to the above, if, during any particular Lease Year, there is a change in the information on which Landlord determines based the estimate upon which Tenant is then making its estimated payment of Taxes and 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 Expenses payable 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 will vary from the then estimated amount, by notice to Tenant Landlord may revise the amount payable by Tenant during for the balance of the Lease Year (but in no event shall any such that the total estimated additional amount due from Tenant for such Lease Year is paid by Tenant during the balance decrease result in a reduction of the Lease Year in equal monthly amounts. Within one hundred twenty (120) days after rent below the close Monthly Rent plus all other amounts of each Lease Year, or as soon thereafter as practicable, Landlord shall provide Tenant with a statement to account for any difference between the actual and the estimated Expenses for the previous Lease Year. If such statement is not given for any Lease Year, Tenant shall continue to pay on the basis of the prior Lease Year’s estimate until the month after such notice is givenAdditional Rent). Landlord’s annual statement 's and Tenant's responsibilities with respect to the Tax and Operating Expense adjustments described herein shall be final and binding upon Tenant unless, within ninety (90) days after delivery thereof to Tenant, Tenant shall contest any item therein by written notice to Landlord, specifying each item contested and survive the reason therefor. Notwithstanding the foregoing, the Taxes included in any such annual statement may be modified by any subsequent adjustment expiration or retroactive application early termination of Taxes affecting the calculation of Expenses. If Tenant has overpaid the amount of Expenses owing pursuant to this Article, Landlord shall credit the overpayment against Tenant’s next payments due under this Article. If Tenant has underpaid the amount of Expenses owing pursuant to this Article, Tenant shall pay the amount of the underpayment to Landlord within thirty (30) days after Tenant’s receipt of Landlord’s statementLease. If the rentable area of the Building or the Project is not fully occupied during any particular Lease Year, Expenses for such Lease Year shall be adjusted to equal Landlord’s reasonable estimate of the Landlord may adjust those Operating Expenses which would have been incurred during 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 Lease Year if the total rentable area of the Building and Project were occupied. Landlord’s delay in submitting any statement contemplated herein for any Lease Year shall not affect the provisions of this Article, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Term or any extensions thereof. If the Term ends on a day other than the last day of a Lease Year, the amounts payable by Tenant under this Article 4 applicable to the Lease Year in which the end of the Term occurs shall be prorated on the basis which the number of days from the commencement of such Lease Year to and including the date on which the end of the Term occurs bears to three hundred sixty-five (365)Building.

Payment of Taxes and Operating Expenses. Commencing as of On or about the Commencement Date, Tenant 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 and Taxes for the fiscal year just ended, together with reasonable supporting documentation therefor, and (ii) a budget of Operating Expenses and Taxes for the then-current fiscal year based on the actual Operating Expenses and Taxes for the preceding year and projected increases or decreases reasonably anticipated by Lessor. Commencing on the Commencement Date Lessee shall pay Tenant’s to Lessor, as Additional Rent, on account of its share of anticipated Operating Expenses and Taxes for the then-current year, 1/12th of the total annualized amount of Lessee's Share of Operating Expenses and Taxes as shown on such budget (collectivelybut if such budget is delivered by Lessor after the Commencement Date, “Expenses”) then Lessee shall commence such payments on the next day on which Basic Rent is due and payable hereunder after such delivery, but Lessee shall pay on such date all installments of Taxes and Operating Expenses accrued from the Commencement Date to such date). Lessor reserves the right to revise the budget during any fiscal year to cause it to more accurately reflect the actual Taxes or Operating Expenses being paid or incurred by Landlord during each Lease YearLessor, and upon any such revision the parties shall make adjustments in the same time and manner as hereinafter provided for fiscal year-end adjustments. To implement the foregoing, promptly following the commencement Upon delivery to Lessee of the Term statement of actual Operating Expenses and prior to Taxes for the commencement preceding fiscal year, Lessor shall adjust Lessee's account accordingly. If the total amount paid by Lessee on account of each subsequent Lease Year (or as soon thereafter as practicable)the preceding fiscal year is less than the amount due hereunder, Landlord shall estimate the Expenses payable by Tenant for such Lease Year pursuant to this Section. Tenant Lessee shall pay to Landlord, on the first day balance due within twenty (20) days after delivery by Lessor of each month, in advance, one-twelfth (1/12) of Landlord’s estimated amountsuch statement. If the total amount paid by Lessee on account of the preceding fiscal year exceeds the amount due hereunder, such excess 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. Lessor's current fiscal year is July 1-June 30, but Lessor reserves the right to change the fiscal year at any time during the course of the year Landlord determines that the Expenses payable by Tenant will vary from the then estimated amount, by notice to Tenant Landlord may revise the amount payable by Tenant during the balance of the Lease Year such that the total estimated additional amount due from Tenant for such Lease Year is paid by Tenant during the balance of the Lease Year in equal monthly amounts. Within one hundred twenty (120) days after the close of each Lease Year, or as soon thereafter as practicable, Landlord shall provide Tenant with a statement to account for any difference between the actual and the estimated Expenses for the previous Lease Year. If such statement is not given for any Lease Year, Tenant shall continue to pay on the basis of the prior Lease Year’s estimate until the month after such notice is given. Landlord’s annual statement shall be final and binding upon Tenant unless, within ninety (90) days after delivery thereof to Tenant, Tenant shall contest any item therein by written notice to Landlord, specifying each item contested and the reason therefor. Notwithstanding the foregoing, the Taxes included in any such annual statement may be modified by any subsequent adjustment or retroactive application of Taxes affecting the calculation of Expenses. If Tenant has overpaid the amount of Expenses owing pursuant to this Article, Landlord shall credit the overpayment against Tenant’s next payments due under this Article. If Tenant has underpaid the amount of Expenses owing pursuant to this Article, Tenant shall pay the amount of the underpayment to Landlord within thirty (30) days after Tenant’s receipt of Landlord’s statement. If the rentable area of the Building or the Project is not fully occupied during any Lease Year, Expenses for such Lease Year shall be adjusted to equal Landlord’s reasonable estimate of the Expenses which would have been incurred during such Lease Year if the total rentable area of the Building and Project were occupied. Landlord’s delay in submitting any statement contemplated herein for any Lease Year shall not affect the provisions of this Article, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Term or any extensions thereof. If the Term ends on a day other than the last day of a Lease Year, the amounts payable by Tenant under this Article 4 applicable to the Lease Year in which the end of the Term occurs shall be prorated on the basis which the number of days from the commencement of such Lease Year to and including the date on which the end of the Term occurs bears to three hundred sixty-five (365)Term.

Payment of Taxes and Operating Expenses. Commencing with the calendar year following the Base Year and for each calendar year thereafter (hereinafter each referred to as of the Commencement Datea “Comparison Year”), Tenant shall pay Landlord an amount equal to Tenant’s Pro Rata Share of Operating Expenses and Taxes incurred by Landlord with respect to the Building for or during such Comparison Year in excess of the Operating Expenses for the Operating Expenses Base and Taxes for the Tax Base (collectively, the “ExpensesEscalation Increase”) incurred by ). Landlord during each Lease Yearshall have the right to change the Comparison Year from a calendar year to a fiscal year from time to time (or vice versa), provided that equitable adjustment is made so that Tenant shall not be charged more than once for the same period. To implement Commencing with the foregoing, promptly following the commencement first month of the Term first Comparison Year and prior to the commencement of each subsequent Lease Year (or as soon thereafter as practicable), Landlord shall estimate the Expenses payable by Tenant for such Lease Year pursuant to this Section. Tenant shall pay to Landlord, on the first day of each monthmonth thereafter during the original Term or any extension thereof, Tenant shall pay Escalation Increases to Landlord, as Additional Rent due concurrently with Monthly Base Rent, in advance, installments equal to one-twelfth (1/12) of Landlord’s estimated amount. If at estimate (as determined by Landlord in its sole discretion) of Tenant’s Pro Rata Share of any time during projected increase in the course of the year Landlord determines that the Expenses payable by Tenant will vary from the then estimated amount, by notice to Tenant Landlord may revise the amount payable by Tenant during the balance of the Lease Year such that the total estimated additional amount due from Tenant for such Lease Year is paid by Tenant during the balance of the Lease Year in equal monthly amounts. Within one hundred twenty (120) days after the close of each Lease Year, Taxes or as soon thereafter as practicable, Landlord shall provide Tenant with a statement to account for any difference between the actual and the estimated Operating Expenses for the previous Lease Year. If such statement is not given for any Lease Year, Tenant shall continue to pay on the basis particular Comparison Year in excess of the prior Lease Year’s estimate until Taxes for the month after such notice is givenTax Base or Operating Expenses for the Operating Expenses Base, as the case may be (the “Estimated Escalation Increase”). Landlord’s annual statement A final adjustment (“Escalation Reconciliation”) shall be final made by Landlord and binding upon Tenant unless, within ninety (90) days after delivery thereof to following the end of each Comparison Year. In computing the Estimated Escalation Increase for any particular Comparison Year, Landlord shall take into account any prior increases in Tenant, Tenant shall contest any item therein by written notice to Landlord, specifying each item contested and the reason therefor. Notwithstanding the foregoing, the Taxes included in any such annual statement may be modified by any subsequent adjustment or retroactive application ’s Pro Rata Share of Taxes affecting the calculation of and Operating Expenses. If any Estimated Escalation Increase is less than the Estimated Escalation Increase for the immediately preceding Comparison Year, the Additional Rent payments to be paid by Tenant has overpaid for the amount of Expenses owing pursuant new Comparison Year attributable to this Articlesaid Estimated Escalation Increase shall be decreased accordingly; provided, however, in no event will the Rent paid by Tenant hereunder ever be less than the Monthly Base Rent. Landlord shall credit the overpayment against pay Tenant’s next payments due under this ArticlePro Rata Share of Taxes and Operating Expenses through the first full calendar year following the Commencement Date. If Tenant has underpaid Beginning with the amount of Expenses owing pursuant to this Articlesecond full calendar year and throughout the Term, Tenant shall pay Tenant’s Pro Rata Share of Taxes and Operating Expenses. Beginning with the amount second full calendar year following the Commencement Date and during the balance of the underpayment to Landlord within thirty (30) days after Term, in no event will Tenant’s receipt Pro Rata Share of Landlord’s statementthat part of Operating Expenses that are “controllable” (i.e. all Operating Expenses other than those for utilities, security, and snow removal) (the “Controllable Expenses”) be greater than the “Controllable Expenses Cap” for such year. If the rentable area The first full calendar year of the Building or initial Term shall be the Project is not fully occupied Base Year for calculation of the Controllable Expenses Cap during any Lease Year, the initial Term. (The Controllable Expenses for such Lease Base Year shall be adjusted to equal Landlord’s reasonable estimate defined as the actual Controllable Expenses for such year even though the reconciled figures are not calculated until the following calendar year.) The Controllable Expenses Cap for the second full calendar year shall be 104% of the Controllable Expenses which would have been incurred for the Base Year. For each calendar year thereafter during the initial Term, the Controllable Expenses Cap shall be 104% of the Controllable Expenses Cap for the prior calendar year. Beginning with the second calendar year of each renewal period, in no event will Tenant’s Pro Rata Share of Controllable Expenses be greater than the Controllable Expenses Cap for such calendar year. The first full calendar year of the renewal period shall be the Base Year for calculation of the Controllable Expenses Cap during the renewal period. (The Controllable Expenses for such Base Year shall be defined as the actual Controllable Expenses for such calendar year even though the reconciled figures are not calculated until the following calendar year.) The Controllable Expenses Cap for the second calendar year of such renewal period shall be 104% of the Controllable Expenses for the first calendar year of such renewal period. For each calendar year thereafter during such Lease Year if renewal period, the total rentable area Controllable Expenses Cap shall be 104% of the Building Controllable Expenses Cap for the prior calendar year. The last calendar year of the initial Term and Project were occupied. Landlord’s delay in submitting any statement contemplated herein the first calendar year of each renewal period shall be adjusted appropriately for any Lease Year partial calendar year. Tenant shall pay Tenant’s Pro Rata Share of those Operating Expenses that are not affect the provisions of this Article, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during controllable throughout the Term or without regard to any extensions thereof. If the Term ends on a day other than the last day of a Lease Year, the amounts payable by Tenant under this Article 4 applicable to the Lease Year in which the end of the Term occurs shall be prorated on the basis which the number of days from the commencement of such Lease Year to and including the date on which the end of the Term occurs bears to three hundred sixty-five (365)cap.

Payment of Taxes and Operating Expenses. Commencing as It is agreed that during each Lease Year beginning with the first month of the Commencement Datesecond Lease Year and each month thereafter during the original Lease Term, or any extension thereof, Tenant shall pay Tenant’s Share of Operating Expenses and Taxes (collectivelyto Landlord as Additional Rent, “Expenses”) incurred by Landlord during each Lease Year. To implement at the foregoingsame time as the Monthly Rent is paid, promptly following the commencement of the Term and prior an amount equal to the commencement of each subsequent Lease Year (or as soon thereafter as practicable), Landlord shall estimate the Expenses payable by Tenant for such Lease Year pursuant to this Section. Tenant shall pay to Landlord, on the first day of each month, in advance, one-twelfth (1/12) of Landlord’s estimated amountestimate (as determined by Landlord in its reasonable discretion) of Tenant’s Pro Rata Share of any projected increase in the Taxes or Operating Expenses for the particular Lease Year in excess of the Tax Base or Operating Expenses Base, as the case may be (the “Estimated Escalation Increase”). Landlord shall make a final adjustment (the “Escalation Reconciliation”) showing the extent that the Operating Expense escalation (the “Operating Expense Escalation”) is Ring Central, Inc. Lease 7 different from the Estimated Escalation Increase upon which Tenant paid Rent during the Lease Year just completed, which shall be submitted to Tenant as described in the next paragraph. In computing the Estimated Escalation Increase for any particular Lease Year, Landlord shall take into account any prior increases in Tenant’s Pro Rata Share of Taxes and Operating Expenses. If at during any time Lease Year the Estimated Escalation Increase is less than the Estimated Escalation Increase for the previous Lease Year on which Tenant’s share of Taxes and Operating Expenses were based for said year, such Additional Rent payments, attributable to Estimated Escalation Increase, to be paid by Tenant for the 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 plus all other amounts of Additional Rent. As soon as practicable following the end of each Lease Year, Landlord shall submit to Tenant a statement setting forth the Estimated Escalation Increase, if any. Beginning with said statement for the third 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 upon which Tenant paid Rent during the course Lease Year just completed, Tenant shall pay Landlord the difference in cash within thirty (30) days following receipt by Tenant of such statement from Landlord, or receive a credit from Landlord on future Rent owing hereunder (or cash if there is no future Rent owing hereunder) as the case may be. Until Tenant receives such statement, Tenant’s Rent for the new Lease Year shall continue to be paid at the rate being paid for the particular Lease Year just completed, but Tenant shall commence payment to Landlord of the year monthly installment of Additional Rent on the basis of said statement beginning on the first day of the month following the month in which Tenant receives such statement. In addition to the above, if, during any particular Lease Year, there is a change in the information on which Landlord determines based the estimate upon which Tenant is then making its estimated payment of Taxes and 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 Expenses payable 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 will vary from the then estimated amount, by notice to Tenant Landlord may revise the amount payable by Tenant during for the balance of the Lease Year (but in no event shall any such that the total estimated additional amount due from Tenant for such Lease Year is paid by Tenant during the balance decrease result in a reduction of the Lease Year in equal monthly amounts. Within one hundred twenty (120Rent below the Monthly Rent plus all other amounts of Additional Rent) days after the close of each Lease Year, or as soon thereafter as practicable, Landlord shall provide Tenant with a statement to account for any difference between the actual and the estimated Expenses for the previous Lease Year. If such statement is not given for any Lease Year, Tenant shall continue to pay on the basis of the prior Lease Year’s estimate until the month after such notice is given. Landlord’s annual statement shall be final and binding upon Tenant unless, within ninety (90) days after delivery thereof to Tenant, Tenant shall contest any item therein by written notice to Landlord, specifying each item contested and the reason therefor. Notwithstanding the foregoing, in no event shall Taxes for the Taxes included in any such annual statement may Base Year be modified lowered by any subsequent adjustment abatement or retroactive application reduction on Taxes by reason of Taxes affecting the calculation of Expensesa Proposition 8 reduction or otherwise. If Tenant has overpaid the amount of Expenses owing pursuant to this Article, Landlord shall credit the overpayment against Landlord’s and Tenant’s next payments due under responsibilities with respect to the Tax and Operating Expense adjustments described herein shall survive the expiration or early termination of this Article. If Tenant has underpaid the amount of Expenses owing pursuant to this Article, Tenant shall pay the amount of the underpayment to Landlord within thirty (30) days after Tenant’s receipt of Landlord’s statementLease. If the rentable area of the Building or the Project is not fully occupied during any particular Lease Year, Expenses for such Lease including Calendar Year 2011, Landlord shall be adjusted to equal Landlord’s reasonable estimate of the adjust those Operating Expenses which would have been incurred during 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 Lease Year if the total rentable area of the Building and Project were occupied. Landlord’s delay in submitting any statement contemplated herein for any Lease Year shall not affect the provisions of this Article, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Term or any extensions thereof. If the Term ends on a day other than the last day of a Lease Year, the amounts payable by Tenant under this Article 4 applicable to the Lease Year in which the end of the Term occurs shall be prorated on the basis which the number of days from the commencement of such Lease Year to and including the date on which the end of the Term occurs bears to three hundred sixty-five (365)Building.

Payment of Taxes and Operating Expenses. Commencing September 1, 2012, and for each Lease Year, or portion thereof, thereafter during the Term (each such Lease Year, or portion thereof, hereinafter being referred to as of the Commencement Datea “Comparison Year”), Tenant shall pay Landlord an amount equal to Tenant’s Pro Rata Share of increases in Operating Expenses and Taxes over the Expense Stop (collectively, the “ExpensesEscalation Increase”). Commencing with the first (1st) incurred by Landlord during each Lease Year. To implement the foregoing, promptly following the commencement month of the Term first (1st) Comparison Year and prior to on the commencement first (1st) day of each subsequent Lease Year (month thereafter during the original Term or as soon thereafter as practicable)any extension thereof, Landlord shall estimate the Expenses payable by Tenant for such Lease Year pursuant to this Section. Tenant shall pay Escalation Increases to Landlord, on the first day of each monthas Additional Rent due concurrently with Monthly Base Rent, in advance, installments equal to one-twelfth (1/12) of Landlord’s estimated amountestimate (as determined by Landlord in its reasonable discretion) of any projected Escalation Increase for the particular Comparison Year (the “Estimated Escalation Increase”). A final adjustment (“Escalation Reconciliation”) shall be made by Landlord and Tenant as soon as practicable following the end of each Comparison Year. In computing the Estimated Escalation Increase for any particular Comparison Year, Landlord shall take into account any prior increases in Tenant’s Pro Rata Share of Taxes and Operating Expenses. If at any time during Estimated Escalation Increase is less than the course of Estimated Escalation Increase for the year Landlord determines that immediately preceding Comparison Year, the Expenses payable by Tenant will vary from the then estimated amount, by notice payments to Tenant Landlord may revise the amount payable by Tenant during the balance of the Lease Year such that the total estimated additional amount due from Tenant for such Lease Year is be paid by Tenant during the balance of the Lease Year in equal monthly amounts. Within one hundred twenty (120) days after the close of each Lease Year, or as soon thereafter as practicable, Landlord shall provide Tenant with a statement to account for any difference between the actual and the estimated Expenses for the previous Lease Year. If such statement is not given for any Lease Year, Tenant shall continue new Comparison Year attributable to pay on the basis of the prior Lease Year’s estimate until the month after such notice is given. Landlord’s annual statement said Estimated Escalation Increase shall be final and binding upon decreased accordingly; provided, however, in no event will the Rent paid by Tenant unless, within ninety (90) days after delivery thereof to Tenant, Tenant shall contest any item therein by written notice to Landlord, specifying each item contested and the reason therefor. Notwithstanding the foregoing, the Taxes included in any such annual statement may hereunder ever be modified by any subsequent adjustment or retroactive application of Taxes affecting the calculation of Expenses. If Tenant has overpaid the amount of Expenses owing pursuant to this Article, Landlord shall credit the overpayment against Tenant’s next payments due under this Article. If Tenant has underpaid the amount of Expenses owing pursuant to this Article, Tenant shall pay the amount of the underpayment to Landlord within thirty (30) days after Tenant’s receipt of Landlord’s statement. If the rentable area of the Building or the Project is not fully occupied during any Lease Year, Expenses for such Lease Year shall be adjusted to equal Landlord’s reasonable estimate of the Expenses which would have been incurred during such Lease Year if the total rentable area of the Building and Project were occupied. Landlord’s delay in submitting any statement contemplated herein for any Lease Year shall not affect the provisions of this Article, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Term or any extensions thereof. If the Term ends on a day other less than the last day of a Lease Year, the amounts payable by Tenant under this Article 4 applicable to the Lease Year in which the end of the Term occurs shall be prorated on the basis which the number of days from the commencement of such Lease Year to and including the date on which the end of the Term occurs bears to three hundred sixty-five (365)Monthly Base Rent.

Payment of Taxes and Operating Expenses. Commencing as of the Commencement Date (notwithstanding that Tenant’s obligation to pay Monthly Rent does not commence until the Rent Commencement Date), Tenant shall pay Tenant’s Share of Operating Expenses and Taxes (collectively, “Expenses”) incurred by Landlord during each Lease Year. To implement the foregoing, promptly following the commencement of the Term and prior to the commencement of each subsequent Lease Year (or as soon thereafter as practicable), Landlord shall estimate the Expenses payable by Tenant for such Lease Year pursuant to this Section. Tenant shall pay to Landlord, on the first day of each month, in advance, one-twelfth (1/12) of Landlord’s estimated amount. If at any time during the course of the year Landlord determines that the Expenses payable by Tenant will vary from the then estimated amount, by notice to Tenant Landlord may revise the amount payable by Tenant during the balance of the Lease Year such that the total estimated additional amount due from Tenant for such Lease Year is paid by Tenant during the balance of the Lease Year in equal monthly amounts. Within one hundred twenty (120) days (or as soon thereafter as practicable) after the close of each Lease Year, or as soon thereafter as practicable, Landlord shall provide Tenant with a statement to account for any difference between the actual and the estimated Expenses for the previous Lease Year. If such statement is not given for any Lease Year, Tenant shall continue to pay on the basis of the prior Lease Year’s estimate until the month after such notice is given. Landlord’s annual statement shall be final and binding upon Tenant unless, within ninety one hundred eighty (90180) days after delivery thereof to Tenant, Tenant shall contest any item therein by written notice to Landlord, specifying each item contested and the reason therefor. Notwithstanding the foregoing, the Taxes included in any such annual statement may be modified by any subsequent adjustment or retroactive application of Taxes affecting the calculation of Expenses. If Tenant has overpaid the amount of Expenses owing pursuant to this Article, Landlord shall credit the overpayment against Tenant’s next payments due under this Article. If Tenant has underpaid the amount of Expenses owing pursuant to this Article, Tenant shall pay the amount of the underpayment to Landlord within thirty (30) days after Tenant’s receipt of Landlord’s statement. If the rentable area of the Building or the Project is not fully occupied during any Lease Year, Expenses for such Lease Year shall be adjusted to equal Landlord’s reasonable estimate of the Expenses which would have been incurred during such Lease Year if the total rentable area of the Building and Project were occupied. Landlord’s delay in submitting any statement contemplated herein for any Lease Year shall not affect the provisions of this Article, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Lease Term or any extensions thereof. If the Term ends on a day other than the last day of a Lease Year, the amounts payable by Tenant under this Article 4 applicable to the Lease Year in which the end of the Term occurs shall be prorated on the basis which the number of days from the commencement of such Lease Year to and including the date on which the end of the Term occurs bears to three hundred sixty-five (365).

Payment of Taxes and Operating Expenses. Commencing as It is agreed that during each Lease Year beginning with the first month of 2006 and each month thereafter during the Commencement DateTerm, or any extension thereof, Tenant shall pay Tenant’s Share of Operating Expenses and Taxes (collectivelyto Landlord as Additional Rent, “Expenses”) incurred by Landlord during each Lease Year. To implement at the foregoingsame time as Monthly Rent is paid, promptly following the commencement of the Term and prior an amount equal to the commencement of each subsequent Lease Year (or as soon thereafter as practicable), Landlord shall estimate the Expenses payable by Tenant for such Lease Year pursuant to this Section. Tenant shall pay to Landlord, on the first day of each month, in advance, one-twelfth (1/12) of Landlord’s estimated amountestimate (as determined by Landlord in its sole discretion) of Tenant’s Pro Rata Share of any projected increase in the Taxes or Operating Expenses for the particular Lease Year in excess of the Tax Base or Operating Expenses Base, as the case may be (the “Estimated Escalation Increase”). If at any time A final adjustment (the “Escalation Reconciliation”) shall be made between the parties as soon as practicable following the end of each Lease Year comparing the actual increase in Tenant’s Pro Rata Share of Taxes or Operating Expenses in excess of the Tax Base or the Operating Expenses Base, as the case may be, to the Estimated Escalation Increase. As soon as practicable following the end of each Lease Year, Landlord shall submit to Tenant a statement setting forth the Estimated Escalation Increase for the following Lease Year. 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 Escalation Reconciliation is different from the Estimated Escalation Increase upon which Tenant paid Rent during the course Lease Year just completed, Tenant shall pay Landlord the difference in cash within thirty (30) days following receipt by Tenant of such statement from Landlord, or receive a credit on future Rent owing hereunder (or cash if there is no future Rent owing hereunder) as the case may be. Until Tenant receives such statement, Additional Rent for the new Lease Year shall continue to be paid at the rate being paid for the particular Lease Year just completed, but Tenant shall commence payment to Landlord of the year monthly installment of Additional Rent on the basis of said statement beginning on the first day of the month following the month in which Tenant receives such statement. In addition to the above, if, during any particular Lease Year, there is a change in the information on which Landlord determines based the estimate upon which Tenant is then making its payment of Estimated Escalation Increase 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 Expenses payable 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 will vary from the then estimated amount, by notice to Tenant Landlord may revise the amount payable by Tenant during for the balance of the Lease Year (but in no event shall any such that the total estimated additional amount due from Tenant for such Lease Year is paid by Tenant during the balance decrease result in a reduction of the Lease Year in equal monthly amounts. Within one hundred twenty (120) days after the close of each Lease Year, or as soon thereafter as practicable, Landlord shall provide Tenant with a statement to account for any difference between the actual and the estimated Expenses for the previous Lease Year. If such statement is not given for any Lease Year, Tenant shall continue to pay on the basis of the prior Lease Year’s estimate until the month after such notice is givenMonthly Rent). Landlord’s annual statement shall be final and binding upon Tenant unless, within ninety (90) days after delivery thereof to Tenant, Tenant shall contest any item therein by written notice to Landlord, specifying each item contested and the reason therefor. Notwithstanding the foregoing, the Taxes included in any such annual statement may be modified by any subsequent adjustment or retroactive application of Taxes affecting the calculation of Expenses. If Tenant has overpaid the amount of Expenses owing pursuant to this Article, Landlord shall credit the overpayment against Tenant’s next payments due under this Article. If Tenant has underpaid responsibilities with respect to the amount of Expenses owing pursuant to this Article, Tenant Additional Rent described herein shall pay survive the amount expiration or early termination of the underpayment to Landlord within thirty (30) days after Tenant’s receipt of Landlord’s statementTerm. If the rentable area of the Building or the Project is not fully occupied during any particular Lease Year, Landlord may adjust those Operating Expenses which are affected by Building occupancy for such the particular Lease Year shall be adjusted Year, or portion thereof, as the case may be, to equal Landlord’s reasonable estimate reflect an occupancy of not less than ninety-five percent (95%) of the Expenses which would have been incurred during such Lease Year if the total rentable area of the Building and Project were occupied. Landlord’s delay in submitting any statement contemplated herein for any Lease Year shall not affect the provisions of this Article, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Term or any extensions thereof. If the Term ends on a day other than the last day of a Lease Year, the amounts payable by Tenant under this Article 4 applicable to the Lease Year in which the end of the Term occurs shall be prorated on the basis which the number of days from the commencement of such Lease Year to and including the date on which the end of the Term occurs bears to three hundred sixty-five (365)Building.

Payment of Taxes and Operating Expenses. Commencing as of the Commencement Date, Tenant shall pay Tenant’s Share of Operating Expenses and Taxes (collectively, “Expenses”) incurred by Landlord It is agreed that during each Lease Year. To implement Year beginning with the foregoingfirst month of 2004 and each month thereafter during the original Lease Term, promptly following the commencement of the Term and prior to the commencement of each subsequent Lease Year (or as soon thereafter as practicable), Landlord shall estimate the Expenses payable by Tenant for such Lease Year pursuant to this Section. any extension thereof; Tenant shall pay to LandlordLandlord as Additional Rent, on at the first day of each monthsame time as the Monthly Rent is paid, in advance, an amount equal to one-twelfth (1/12) of Landlord’s estimated amount's estimate (as determined by Landlord in its sole discretion) of Tenant's Pro Rata Share of any projected increase in the Taxes or Operating Expenses for the particular Lease Year in excess of the Tax Base or Operating Expenses Base, as the case may be (the "Estimated Escalation Increase"). If at any time A final adjustment (the "Escalation Reconciliation") shall be made between the parties as soon as practicable following the end of each Lease Year comparing the actual increase in Tenant's Pro Rata Share of Taxes or Operating Expenses in excess of the Tax Base or the Operating Expenses Base, as the case may be, to the Estimated Escalation Increase. As soon as practicable following the end of each Lease Year, Landlord shall submit to Tenant a statement setting forth the Estimated Escalation Increase for the following Lease Year. 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 Escalation Reconciliation is different from the Estimated Escalation Increase upon which Tenant paid Rent during the course Lease Year just completed, Tenant shall pay Landlord the difference in cash within thirty (30) days following receipt by Tenant of such statement from Landlord, or receive a credit on future Rent owing hereunder (or cash if there is no future Rent owing hereunder) as the case may be. Until Tenant receives such statement, Additional Rent for the new Lease Year shall continue to be paid at the rate being paid for the particular Lease Year just completed, but Tenant shall commence payment to Landlord of the year monthly installment of Additional Rent on the basis of said statement beginning on the first day of the month following the month in which Tenant receives such statement. In addition to the above, if, during any particular Lease Year, there is a change in the information on which Landlord determines based the estimate upon which Tenant is then making its payment of Estimated Escalation Increase 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 Expenses payable 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 will vary from the then estimated amount, by notice to Tenant Landlord may revise the amount payable by Tenant during for the balance of the Lease Year (but in no event shall any such that the total estimated additional amount due from Tenant for such Lease Year is paid by Tenant during the balance decrease result in a reduction of the Lease Year in equal monthly amounts. Within one hundred twenty (120) days after rent below the close Monthly Rent plus all other amounts of each Lease Year, or as soon thereafter as practicable, Landlord shall provide Tenant with a statement to account for any difference between the actual and the estimated Expenses for the previous Lease Year. If such statement is not given for any Lease Year, Tenant shall continue to pay on the basis of the prior Lease Year’s estimate until the month after such notice is givenAdditional Rent). Landlord’s annual statement 's and Tenant's responsibilities with respect to the Additional Rent described herein shall be final and binding upon Tenant unless, within ninety (90) days after delivery thereof to Tenant, Tenant shall contest any item therein by written notice to Landlord, specifying each item contested and survive the reason therefor. Notwithstanding the foregoing, the Taxes included in any such annual statement may be modified by any subsequent adjustment expiration or retroactive application early termination of Taxes affecting the calculation of Expenses. If Tenant has overpaid the amount of Expenses owing pursuant to this Article, Landlord shall credit the overpayment against Tenant’s next payments due under this Article. If Tenant has underpaid the amount of Expenses owing pursuant to this Article, Tenant shall pay the amount of the underpayment to Landlord within thirty (30) days after Tenant’s receipt of Landlord’s statementLease. If the rentable area of the Building or the Project is not fully occupied during any particular Lease Year, Expenses for such Lease Year shall be adjusted to equal Landlord’s reasonable estimate of the Landlord may adjust those Operating Expenses which would have been incurred during 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 Lease Year if the total rentable area of the Building and Project were occupied. Landlord’s delay in submitting any statement contemplated herein for any Lease Year shall not affect the provisions of this Article, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Term or any extensions thereof. If the Term ends on a day other than the last day of a Lease Year, the amounts payable by Tenant under this Article 4 applicable to the Lease Year in which the end of the Term occurs shall be prorated on the basis which the number of days from the commencement of such Lease Year to and including the date on which the end of the Term occurs bears to three hundred sixty-five (365)Building.

Payment of Taxes and Operating Expenses. Commencing as upon the expiration of the Commencement DateBase Year and for each year, or portion thereof, thereafter during the Term (hereinafter each referred to as a “Comparison Year”), Tenant shall pay Landlord an amount equal to Tenant’s Pro Rata Share of increases in Operating Expenses and Taxes over the Operating Expenses and Taxes for the Base Year for Operating Expenses and the Base Year for Taxes, respectively (collectively, the “ExpensesEscalation Increase”) incurred by ). Landlord shall have the right to change the Comparison Year from a calendar year to a fiscal year from time to time (or vice versa), provided that equitable adjustment is made so that Tenant shall not be charged more than once for the same period and such adjustment does not result in an increase in the Escalation Increase (other than an increase related solely to Operating Expenses being greater during each Lease Yearthe new time period than they were during the previous time period). To implement the foregoing, promptly As soon as practicable following the commencement end of the Term Base Year for Operating Expenses and prior to the commencement Base Year for Taxes, respectively, but in any event within one hundred twenty (120) days after the last day of each subsequent Lease Year (or as soon thereafter as practicable)such Base Year, Landlord shall estimate provide a statement setting forth the actual Operating Expenses payable by Tenant or Taxes, as the case may be, for such Lease the respective Base Year pursuant to this Section(each, a “Base Year Statement”). Commencing with the first (1st) month of the first (1st) Comparison Year and on the first (1st) day of each month thereafter during the original Term or any extension thereof, Tenant shall pay Escalation Increases to Landlord, on the first day of each monthas Additional Rent due concurrently with Monthly Base Rent, in advance, installments equal to one-twelfth (1/12) of Landlord’s estimated amountestimate (as determined by Landlord in its reasonable discretion) of any projected Escalation Increase for the particular Comparison Year (the “Estimated Escalation Increase”). In computing the Estimated Escalation Increase for any particular Comparison Year, Landlord shall take into account any prior increases in Tenant’s Pro Rata Share of Operating Expenses and Taxes. If at any time during Estimated Escalation Increase is less than the course of Estimated Escalation Increase for the year Landlord determines that immediately preceding Comparison Year, the Expenses payable by Tenant will vary from the then estimated amount, by notice payments to Tenant Landlord may revise the amount payable by Tenant during the balance of the Lease Year such that the total estimated additional amount due from Tenant for such Lease Year is be paid by Tenant during the balance of the Lease Year in equal monthly amounts. Within one hundred twenty (120) days after the close of each Lease Year, or as soon thereafter as practicable, Landlord shall provide Tenant with a statement to account for any difference between the actual and the estimated Expenses for the previous Lease Year. If such statement is not given for any Lease Year, Tenant shall continue new Comparison Year attributable to pay on the basis of the prior Lease Year’s estimate until the month after such notice is given. Landlord’s annual statement said Estimated Escalation Increase shall be final and binding upon decreased accordingly; provided, however, in no event will the Rent paid by Tenant unless, within ninety (90) days after delivery thereof to Tenant, Tenant shall contest any item therein by written notice to Landlord, specifying each item contested and the reason therefor. Notwithstanding the foregoing, the Taxes included in any such annual statement may hereunder ever be modified by any subsequent adjustment or retroactive application of Taxes affecting the calculation of Expenses. If Tenant has overpaid the amount of Expenses owing pursuant to this Article, Landlord shall credit the overpayment against Tenant’s next payments due under this Article. If Tenant has underpaid the amount of Expenses owing pursuant to this Article, Tenant shall pay the amount of the underpayment to Landlord within thirty (30) days after Tenant’s receipt of Landlord’s statement. If the rentable area of the Building or the Project is not fully occupied during any Lease Year, Expenses for such Lease Year shall be adjusted to equal Landlord’s reasonable estimate of the Expenses which would have been incurred during such Lease Year if the total rentable area of the Building and Project were occupied. Landlord’s delay in submitting any statement contemplated herein for any Lease Year shall not affect the provisions of this Article, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Term or any extensions thereof. If the Term ends on a day other less than the last day of a Lease Year, the amounts payable by Tenant under this Article 4 applicable to the Lease Year in which the end of the Term occurs shall be prorated on the basis which the number of days from the commencement of such Lease Year to and including the date on which the end of the Term occurs bears to three hundred sixty-five (365)Monthly Base Rent.

Payment of Taxes and Operating Expenses. Commencing as It is agreed that during each Lease Year beginning with the first month of the Commencement Datesecond Lease Year and each month thereafter during the original Lease Term, or any extension thereof, Tenant shall pay Tenant’s Share of Operating Expenses and Taxes (collectivelyto Landlord an Additional Rent, “Expenses”) incurred by Landlord during each Lease Year. To implement at the foregoingsame time as the Monthly Rent is paid, promptly following the commencement of the Term and prior an amount equal to the commencement of each subsequent Lease Year (or as soon thereafter as practicable), Landlord shall estimate the Expenses payable by Tenant for such Lease Year pursuant to this Section. Tenant shall pay to Landlord, on the first day of each month, in advance, one-twelfth (1/12) of Landlord’s estimated amount's estimate (as determined by Landlord in its sole discretion) of Tenant's Pro Rata Share of any projected increase in the Taxes or Operating Expenses for the particular Lease Year in excess of the Tax Base or Operating Expenses Base, as the case may be (the "Estimated Escalation Increase"). If at any time A final adjustment (the "Escalation Reconciliation") shall be made between the parties as soon as practicable following the end of each Lease Year comparing the actual increase in Tenant's Pro Rata Share of Taxes or Operating Expenses in excess of the Tax Base or the Operating Expenses Base, as the case may be, to the Estimated Escalation Increase. As soon as practicable following the end of each Lease Year, Landlord shall submit to Tenant a statement setting forth the Estimated Escalation Increase for the following Lease Year. 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 Escalation Reconciliation is different from the Estimated Escalation Increase upon which Tenant paid Rent during the course Lease Year just completed, Tenant shall pay Landlord the difference in cash within thirty (30) days following receipt by Tenant of such statement from Landlord, or receive a credit on future Rent owing hereunder (or cash if there is no future Rent owing hereunder) as the case may be. Until Tenant receives such statement, Additional Rent for the new Lease Year shall continue to be paid at the rate being paid for the particular Lease Year just completed, but Tenant shall commence payment to Landlord of the year monthly installment of Additional Rent on the basis of said statement beginning on the first day of the month following the month in which Tenant receives such statement. In addition to the above, if, during any particular Lease Year, there is a change in the information on which Landlord determines based the estimate upon which Tenant is then making its payment of Estimated Escalation Increase 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 Expenses payable 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 will vary from the then estimated amount, by notice to Tenant Landlord may revise the amount payable by Tenant during for the balance of the Lease Year (but in no event shall any such that the total estimated additional amount due from Tenant for such Lease Year is paid by Tenant during the balance decrease result in a reduction of the Lease Year in equal monthly amounts. Within one hundred twenty (120) days after rent below the close Monthly rent plus all other amounts of each Lease YearAdditional Rent), or as soon thereafter as practicablePROVIDED, Landlord shall provide Tenant with a statement to account for any difference between the actual and the estimated Expenses for the previous Lease Year. If such statement is not given for any Lease YearHOWEVER, Tenant shall continue to pay on the basis of the prior Lease Year’s estimate until the month after such notice is givenTHAT IN NO EVENT SHALL ANY SUCH REVISION ADJUSTMENT BE MADE MORE THAN ONE TIME IN ANY LEASE YEAR. Landlord’s annual statement 's and Tenant's responsibilities with respect to the Additional Rent described herein shall be final and binding upon Tenant unless, within ninety (90) days after delivery thereof to Tenant, Tenant shall contest any item therein by written notice to Landlord, specifying each item contested and survive the reason therefor. Notwithstanding the foregoing, the Taxes included in any such annual statement may be modified by any subsequent adjustment expiration or retroactive application early termination of Taxes affecting the calculation of Expenses. If Tenant has overpaid the amount of Expenses owing pursuant to this Article, Landlord shall credit the overpayment against Tenant’s next payments due under this Article. If Tenant has underpaid the amount of Expenses owing pursuant to this Article, Tenant shall pay the amount of the underpayment to Landlord within thirty (30) days after Tenant’s receipt of Landlord’s statementLease. If the rentable area of the Building or the Project is not fully occupied during any particular Lease Year, Expenses for such Lease Year shall be adjusted to equal Landlord’s reasonable estimate of the Landlord may adjust those Operating Expenses which would have been incurred during 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 Lease Year if the total rentable area of the Building and Project were occupied. Landlord’s delay in submitting any statement contemplated herein for any Lease Year shall not affect the provisions of this Article, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Term or any extensions thereof. If the Term ends on a day other than the last day of a Lease Year, the amounts payable by Tenant under this Article 4 applicable to the Lease Year in which the end of the Term occurs shall be prorated on the basis which the number of days from the commencement of such Lease Year to and including the date on which the end of the Term occurs bears to three hundred sixty-five (365)Building.

Payment of Taxes and Operating Expenses. Commencing as upon the expiration of the Commencement DateBase Year (i.e., January 1, 2017 for Operating Expenses and July 1, 2016 for Taxes) and for each year, or portion thereof, thereafter during the Term (hereinafter each referred to as a “Comparison Year”), Tenant shall pay Landlord an amount equal to Tenant’s Pro Rata Share of increases in Operating Expenses and Taxes over the Operating Expenses and Taxes for the relevant Base Year (collectively, the “ExpensesEscalation Increase”). Landlord shall have the right to change the Comparison Year from a calendar year to a fiscal year from time to time (or vice versa), provided that equitable adjustment is made so that Tenant shall not be charged more than once for the same period. Commencing with the first (1st) incurred by Landlord during each Lease Year. To implement the foregoing, promptly following the commencement month of the Term first (1st) Comparison Year and prior to on the commencement first (1st) day of each subsequent Lease Year (month thereafter during the original Term or as soon thereafter as practicable)any extension thereof, Landlord shall estimate the Expenses payable by Tenant for such Lease Year pursuant to this Section. Tenant shall pay Escalation Increases to Landlord, on the first day of each monthas Additional Rent due concurrently with Monthly Base Rent, in advance, installments equal to one-twelfth (1/12) of Landlord’s estimated amountcommercially reasonable estimate of any projected Escalation Increase for the particular Comparison Year (the “Estimated Escalation Increase”). If at A final adjustment (“Escalation Reconciliation”) shall be made by Landlord and Tenant as soon as practicable (but in any time during the course of the year Landlord determines that the Expenses payable by Tenant will vary from the then estimated amount, by notice to Tenant Landlord may revise the amount payable by Tenant during the balance of the Lease Year such that the total estimated additional amount due from Tenant for such Lease Year is paid by Tenant during the balance of the Lease Year in equal monthly amounts. Within event within one hundred twenty (120) days after days) following the close end of each Lease Comparison Year, or as soon thereafter as practicable. In computing the Estimated Escalation Increase for any particular Comparison Year, Landlord shall provide Tenant with a statement to take into account for any difference between the actual prior increases in Tenant’s Pro Rata Share of Taxes and the estimated Expenses for the previous Lease Year. If such statement is not given for any Lease Year, Tenant shall continue to pay on the basis of the prior Lease Year’s estimate until the month after such notice is givenOperating Expenses. Landlord’s annual statement shall be final and binding upon Tenant unless, within ninety (90) days after delivery thereof to Tenant, Tenant shall contest Estimated Escalation Increase for Taxes in any item therein by written notice to Landlord, specifying each item contested and the reason therefor. Notwithstanding the foregoing, Comparison Year will not exceed the Taxes included in any such annual statement may be modified by any subsequent adjustment or retroactive application then reflected on Landlord’s real estate tax xxxx from the City of Taxes affecting the calculation of ExpensesBoston. If Tenant has overpaid the amount of Expenses owing pursuant to this Article, Landlord shall credit the overpayment against Tenant’s next payments due under this Article. If Tenant has underpaid the amount of Expenses owing pursuant to this Article, Tenant shall pay the amount of the underpayment to Landlord within thirty (30) days after Tenant’s receipt of Landlord’s statement. If the rentable area of the Building or the Project any Estimated Escalation Increase is not fully occupied during any Lease Year, Expenses for such Lease Year shall be adjusted to equal Landlord’s reasonable estimate of the Expenses which would have been incurred during such Lease Year if the total rentable area of the Building and Project were occupied. Landlord’s delay in submitting any statement contemplated herein for any Lease Year shall not affect the provisions of this Article, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Term or any extensions thereof. If the Term ends on a day other less than the last day of a Lease Estimated Escalation Increase for the immediately preceding Comparison Year, the amounts payable payments to be paid by Tenant under this Article 4 applicable for the new Comparison Year attributable to the Lease Year in which the end of the Term occurs said Estimated Escalation Increase shall be prorated on decreased accordingly; provided, however, in no event will the basis which Rent paid by Tenant hereunder ever be less than the number of days from the commencement of such Lease Year to and including the date on which the end of the Term occurs bears to three hundred sixty-five (365)Monthly Base Rent.

Payment of Taxes and Operating Expenses. Commencing as of the Rent Commencement Date, Tenant shall pay Tenant’s Share and Project Share of Operating Expenses and Taxes (collectively, “Expenses”) incurred by Landlord during each Lease Year. To implement the foregoing, promptly following the commencement of the Term and prior to the commencement of each subsequent Lease Year (or as soon thereafter as practicable), Landlord shall estimate the Expenses payable by Tenant for such Lease Year pursuant to this Section. Tenant shall pay to Landlord, on the first day of each month, in advance, one-twelfth (1/12) of Landlord’s estimated amount. If at any time during the course of the year Landlord determines that the Expenses payable by Tenant will vary from the then estimated amount, by notice to Tenant Landlord may revise the amount payable by Tenant during the balance of the Lease Year such that the total estimated additional amount due from Tenant for such Lease Year is paid by Tenant during the balance of the Lease Year in equal monthly amounts. Within one hundred twenty (120) days (or as soon thereafter as practicable) after the close of each Lease Year, or as soon thereafter as practicable, Landlord shall provide Tenant with a statement to account for any difference between the actual and the estimated Expenses for the previous Lease Year. If such statement is not given for any Lease Year, Tenant shall continue to pay on the basis of the prior Lease Year’s estimate until the month after such notice is given. Landlord’s annual statement shall be final and binding upon Tenant unless, within ninety one hundred eighty (90180) days after delivery thereof to Tenant, Tenant shall contest any item therein by written notice to Landlord, specifying each item contested and the reason therefor. Notwithstanding the foregoing, the Taxes included in any such annual statement may be modified by any subsequent adjustment or retroactive application of Taxes affecting the calculation of Expenses, and Tenant’s right to contest the same shall be limited to one hundred eighty (180) days after notice of such modification. If Tenant has overpaid the amount of Expenses owing pursuant to this Article, Landlord shall credit the overpayment against Tenant’s next payments due under this Article, or refund the same to Tenant if this Lease has expired or terminated. If Tenant has underpaid the amount of Expenses owing pursuant to this Article, Tenant shall pay the amount of the underpayment to Landlord within thirty (30) days after Tenant’s receipt of Landlord’s statement. If the rentable area of the Building or the Project is not fully occupied during any Lease Year, Expenses for such Lease Year shall be adjusted to equal Landlord’s reasonable estimate of the Expenses which would have been incurred during such Lease Year if the total rentable area of the Building and Project were occupied. Landlord’s delay in submitting any statement contemplated herein for any Lease Year shall not affect the provisions of this Article, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Term or any extensions thereof; provided, however, notwithstanding anything to the contrary contained in this Article 4, Tenant shall not be responsible for Tenant’s Share of any Expenses attributable to any calendar year which are first billed to Tenant more than two (2) calendar years after the earlier of the expiration of the applicable calendar year or the date on which the Term expires (and with respect to Tenant’s Share of expenses, a period not to exceed six (6) months after the date Landlord’s receives any supplemental or revised tax xxxx). If the Term ends on a day other than the last day of a Lease Year, the amounts payable by Tenant under this Article 4 applicable to the Lease Year in which the end of the Term occurs shall be prorated on the basis which the number of days from the commencement of such Lease Year to and including the date on which the end of the Term occurs bears to three hundred sixty-five (365).

Payment of Taxes and Operating Expenses. Commencing as of Within a reasonable time after the Commencement Date, Tenant and thereafter within a reasonable time after the end of each fiscal year of the Lessor (or portion thereof) included in the Term, Lessor shall pay Tenant’s Share deliver to Lessee (i) a statement of actual Operating Expenses and Taxes for the fiscal year just ended, together with reasonable supporting documentation therefor, and (ii) a budget of Operating Expenses and Taxes (collectively, “Expenses”) incurred for the then-current fiscal year based on the actual Operating Expenses and Taxes for the preceding year and projected increases or decreases reasonably anticipated by Landlord during each Lease YearLessor. To implement the foregoing, promptly following the commencement of the Term and prior to the commencement of each subsequent Lease Year (or as soon thereafter as practicable), Landlord shall estimate the Expenses payable by Tenant for such Lease Year pursuant to this Section. Tenant shall pay to Landlord, Commencing on the first day of each monththe first calendar month after the delivery to Lessee of such budget, Lessee shall pay to Lessor, as Additional Rent, on account of its share of anticipated Operating Expenses for the then-current year, 1/12th of the total annualized amount of Lessee's share of Operating Expenses and shall pay to Lessor, as and when set forth in advanceSection 3.1, onethe appropriate percentage of Taxes. Lessor reserves the right to revise the budget during any fiscal year to cause it to more accurately reflect the actual Taxes or Operating Expenses being paid or incurred by Lessor, and upon any such revision the parties shall make adjustments in the same time and manner as hereinafter provided for fiscal year-twelfth (1/12) end adjustments. Upon delivery to Lessee of Landlord’s estimated amountthe statement of actual Operating Expenses and Taxes for the preceding fiscal year, Lessor shall adjust Lessee's account accordingly. If the total amount paid by Lessee on account of the preceding fiscal year is less than the amount due hereunder, Lessee shall pay the balance due within twenty (20) days after delivery by Lessor of such statement. If the total amount paid by Lessee on account of the preceding fiscal year exceeds the amount due hereunder, such excess 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" (as defined in Section 13.1 below)). Lessor's current fiscal year is July 1 - June 30, but Lessor reserves the right to change the fiscal year at any time during the course of the year Landlord determines that the Expenses payable by Tenant will vary from the then estimated amount, by notice to Tenant Landlord may revise the amount payable by Tenant during the balance of the Lease Year such that the total estimated additional amount due from Tenant for such Lease Year is paid by Tenant during the balance of the Lease Year in equal monthly amounts. Within one hundred twenty (120) days after the close of each Lease Year, or as soon thereafter as practicable, Landlord shall provide Tenant with a statement to account for any difference between the actual and the estimated Expenses for the previous Lease Year. If such statement is not given for any Lease Year, Tenant shall continue to pay on the basis of the prior Lease Year’s estimate until the month after such notice is given. Landlord’s annual statement shall be final and binding upon Tenant unless, within ninety (90) days after delivery thereof to Tenant, Tenant shall contest any item therein by written notice to Landlord, specifying each item contested and the reason therefor. Notwithstanding the foregoing, the Taxes included in any such annual statement may be modified by any subsequent adjustment or retroactive application of Taxes affecting the calculation of Expenses. If Tenant has overpaid the amount of Expenses owing pursuant to this Article, Landlord shall credit the overpayment against Tenant’s next payments due under this Article. If Tenant has underpaid the amount of Expenses owing pursuant to this Article, Tenant shall pay the amount of the underpayment to Landlord within thirty (30) days after Tenant’s receipt of Landlord’s statement. If the rentable area of the Building or the Project is not fully occupied during any Lease Year, Expenses for such Lease Year shall be adjusted to equal Landlord’s reasonable estimate of the Expenses which would have been incurred during such Lease Year if the total rentable area of the Building and Project were occupied. Landlord’s delay in submitting any statement contemplated herein for any Lease Year shall not affect the provisions of this Article, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Term or any extensions thereof. If the Term ends on a day other than the last day of a Lease Year, the amounts payable by Tenant under this Article 4 applicable to the Lease Year in which the end of the Term occurs shall be prorated on the basis which the number of days from the commencement of such Lease Year to and including the date on which the end of the Term occurs bears to three hundred sixty-five (365)Term.

Payment of Taxes and Operating Expenses. Commencing as of the Rent Commencement Date, Tenant shall pay Tenant’s 's Share and Project Share of Operating Expenses and Taxes (collectively, “; "Expenses”") incurred by Landlord during each Lease Year. To implement the foregoing, promptly following the commencement of the Term and prior to the commencement of each subsequent Lease Year (or as soon thereafter as practicable), Landlord shall estimate the Expenses payable by Tenant for such Lease Year pursuant to this Section. Tenant shall pay to Landlord, on the first day of each month, in advance, one-twelfth (1/121112) of Landlord’s 's estimated amount. If at any time during the course of the year Landlord determines that the Expenses payable by Tenant will vary from the then estimated amount, by notice to Tenant Landlord may revise the amount payable by Tenant during the balance of the Lease Year such that the total estimated additional amount due from Tenant for such Lease Year is paid by Tenant during the balance of the Lease Year in equal monthly amounts. Within one hundred twenty (120) days (or as soon thereafter as practicable) after the close of each Lease Year, or as soon thereafter as practicable, Landlord shall provide Tenant with a statement to account for any difference between the actual and the estimated Expenses for the previous Lease Year. If such statement is not given for any Lease Year, Tenant shall continue to pay on the basis of the prior Lease Year’s 's estimate until the month after such notice is given. Landlord’s 's annual statement shall be final and binding upon Tenant unless, within ninety one hundred eighty (90180) days after delivery thereof to Tenant, Tenant shall contest any item therein by written notice to Landlord, specifying each item contested and the reason therefor. Notwithstanding the foregoing, the Taxes included in any such annual statement may be modified by any subsequent adjustment or retroactive application of Taxes affecting the calculation of Expenses, and Tenant's right to contest the same shall be limited to one hundred eighty (180) days after notice of such modification. If Tenant has overpaid the amount of Expenses owing pursuant to this Article, Landlord shall credit the overpayment against Tenant’s 's next payments due under this Article, or refund the same to Tenant if this Lease has expired or terminated. If Tenant has underpaid the amount of Expenses owing pursuant to this Article, Tenant shall pay the amount of the underpayment to Landlord within thirty (30) days after Tenant’s 's receipt of Landlord’s 's statement. If the Ifthe rentable area of the Building or the Project is not fully occupied during any Lease Year, Expenses for such Lease Year shall be adjusted to equal Landlord’s 's reasonable estimate of the Expenses which would have been incurred during such Lease Year if the total rentable area of the Building and Project were occupied. Landlord’s 's delay in submitting any statement contemplated herein for any Lease Year shall not affect the provisions of this Article, nor constitute a waiver of Landlord’s 's rights as set forth herein for said Lease Year or any subsequent Lease Years during the Term or any extensions thereof; provided, however, notwithstanding anything to the contrary contained in this Article 4, Tenant shall not be responsible for Tenant's Share of any Expenses attributable to any calendar year which are first billed to Tenant more than two (2) calendar years after the earlier of the expiration of the applicable calendar year or the date on which the Term expires (and with respect to Tenant's Share of expenses, a period not to exceed six (6) months after the date Landlord's receives any supplemental or revised tax xxxx). If the Term ends on a day other than the last day of a Lease Year, the amounts payable by Tenant under this Article 4 applicable to the Lease Year in which the end of the Term occurs shall be prorated on the basis which the number of days from the commencement of such Lease Year to and including the date on which the end of the Term occurs bears to three hundred sixty-five (365).

Payment of Taxes and Operating Expenses. Commencing as of the Commencement Date, Tenant shall pay Tenant’s Share of Operating Expenses and Taxes Within a reasonable time (collectively, “Expenses”) incurred by Landlord during each Lease Year. To implement the foregoing, promptly following the commencement of the Term and prior not to the commencement of each subsequent Lease Year (or as soon thereafter as practicable), Landlord shall estimate the Expenses payable by Tenant for such Lease Year pursuant to this Section. Tenant shall pay to Landlord, on the first day of each month, in advance, one-twelfth (1/12) of Landlord’s estimated amount. If at any time during the course of the year Landlord determines that the Expenses payable by Tenant will vary from the then estimated amount, by notice to Tenant Landlord may revise the amount payable by Tenant during the balance of the Lease Year such that the total estimated additional amount due from Tenant for such Lease Year is paid by Tenant during the balance of the Lease Year in equal monthly amounts. Within one hundred twenty (120) days after the close of each Lease Year, or as soon thereafter as practicable, Landlord shall provide Tenant with a statement to account for any difference between the actual and the estimated Expenses for the previous Lease Year. If such statement is not given for any Lease Year, Tenant shall continue to pay on the basis of the prior Lease Year’s estimate until the month after such notice is given. Landlord’s annual statement shall be final and binding upon Tenant unless, within exceed ninety (90) days after delivery thereof the Commencement Date, and thereafter within a reasonable time (not to Tenant, Tenant shall contest any item therein by written notice to Landlord, specifying exceed ninety (90) days) after the end of each item contested and the reason therefor. Notwithstanding the foregoing, the Taxes fiscal year (or portion thereof) included in the Term, Lessor shall deliver to Lessee (i) a statement of actual Operating Expenses and Taxes for the fiscal year just ended, together with reasonable supporting documentation therefor, and (ii) a budget of Operating Expenses and Taxes for the then-current fiscal year based on the actual Operating Expenses and Taxes for the preceding year and reasonably projected increases or decreases reasonably anticipated by Lessor. Commencing on the first day of the first calendar month after the delivery to Lessee of such budget, Lessee shall pay to Lessor, as Additional Rent, on account of its share of anticipated Operating Expenses and Taxes for the then-current year, 1/12th of the total annualized amount of Lessee's Share of Operating Expenses and Taxes. Lessor reserves the right to revise the budget during any fiscal year to cause it to more accurately reflect the actual Taxes or Operating Expenses being paid or incurred by Lessor, and upon any such annual revision the parties shall make adjustments in the same time and manner as hereinafter provided for fiscal year-end adjustments. Upon delivery to Lessee of the statement may be modified by any subsequent adjustment or retroactive application of actual Operating Expenses and Taxes affecting for the calculation of Expensespreceding fiscal year, Lessor shall adjust Lessee's account accordingly. If Tenant has overpaid the total amount paid by Lessee on account of the preceding fiscal year is less than the amount of Expenses owing pursuant to this Articledue hereunder, Landlord shall credit the overpayment against Tenant’s next payments due under this Article. If Tenant has underpaid the amount of Expenses owing pursuant to this Article, Tenant Lessee shall pay the amount of the underpayment to Landlord balance due within thirty twenty (3020) days after Tenant’s receipt delivery by Lessor of Landlord’s such statement. If the rentable area total amount paid by Lessee on account of the Building or preceding fiscal year exceeds the Project is not fully occupied during any Lease Yearamount due hereunder, Expenses for such Lease Year excess shall be adjusted credited by Lessor against the monthly installments of Additional Rent next falling due or refunded to equal Landlord’s reasonable estimate Lessee upon the expiration or termination of this Lease (unless such expiration or termination is the result of an "Event of Default" (as defined in Section 14.1 below), in which case Lessor shall credit such amount against any amount due from Lessee by reason of such termination). Lessor's current fiscal year is July 1 - June 30, but Lessor reserves the right to change the fiscal year at any time during the Term. Lessee shall have the right, upon written notice given to Lessor, at Lessee's sole cost and expense to review Lessor's books and records relating to the Operating Expenses which would have been incurred during such Lease Year if the total rentable area of and Taxes for the Building and Project were occupied. Landlord’s delay in submitting any statement contemplated herein the Land for any Lease Year shall not affect the provisions of this Article, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years prior fiscal year during normal business hours at the Term or any extensions thereof. If the Term ends on a day other than the last day of a Lease Year, the amounts payable by Tenant under this Article 4 applicable to the Lease Year in which the end of the Term occurs shall be prorated on the basis which the number of days from the commencement of such Lease Year to and including the date on which the end of the Term occurs bears to three hundred sixty-five (365)office where these records are maintained.

Payment of Taxes and Operating Expenses. Commencing as of the Commencement Date, Tenant shall pay Tenant’s Share of Operating Expenses and Taxes (collectively, “Expenses”) incurred by Landlord during During each Lease Year. To implement , beginning with the foregoing, promptly following the commencement first month of the second Lease Year, and each month thereafter during the original Lease Term and prior to the commencement of each subsequent Lease Year (or as soon thereafter as practicable)any extension thereof, Landlord shall estimate the Expenses payable by Tenant for such Lease Year pursuant to this Section. Tenant shall pay to Landlord, as Additional Rent due concurrently with Monthly Rent, an amount equal to 1/12 of Landlord’s estimate (as determined by Landlord in its sole discretion) of Tenant’s Pro Rata Share of any projected increase in the Taxes or Operating Expenses for the particular Lease Year in excess of the Tax Base or Operating Expenses Base, as the case may be (the “Estimated Escalation Increase”). A final adjustment (“Escalation Reconciliation”) shall be made by Landlord and Tenant as soon as practical following the end of each Lease Year, but in no event later than 90 days after the end of each Lease Year. In computing the Estimated Escalation Increase for any particular Lease Year, Landlord shall take into account any prior increases in Tenant’s Pro Rata Share of Taxes and Operating Expenses. If any Estimated Escalation Increase is less than the Estimated Escalation Increase for the immediately preceding Lease Year, the Additional Rent payments to be paid by Tenant for the new Lease Year attributable to said Estimated Escalation Increase shall be decreased accordingly; provided, however, in no event will the Rent paid by Tenant hereunder ever be less than the Monthly Rent plus all other amounts of Additional Rent. As soon as practical following the end of each Lease Year, Landlord shall submit to Tenant a statement setting forth the Estimated Escalation Increase, if any. Beginning with a statement for the second Lease Year, each such statement 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 upon which Tenant paid Rent during the Lease Year just completed, Tenant shall pay Landlord the difference, in cash within 30 days following receipt by Tenant of such statement from Landlord, or receive a credit on future Rent owing under this Lease (or cash, if there is no future Rent owing hereunder), as the case may be. Until Tenant receives such statement, Tenant’s Rent for the new Lease Year shall continue to be paid at the rate being paid for the particular Lease Year just completed, but Tenant shall commence payment to Landlord of the monthly installment of Additional Rent on the basis of said statement beginning on the first day of each monththe month following the month in which Tenant receives such statement. In addition, if, during any particular Lease Year, there is a change in advancethe information upon which the then current Estimated Escalation Increase is based so that such Estimated Escalation Increase furnished to Tenant is no longer accurate, one-twelfth (1/12) of Landlord’s estimated amount. If at any time during Landlord shall be permitted to revise such Estimated Escalation Increase by notifying Tenant, and there shall be such adjustments made in the course Additional Rent on the first day of the year Landlord determines that month following the Expenses payable 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 will vary from the then estimated amount, by notice to Tenant Landlord may revise the amount payable by Tenant during for the balance of the Lease Year (but in no event shall any such that decrease result in a reduction of the total estimated rent below the Monthly Rent plus all other amounts of Additional Rent). Even though the Term has expired and Tenant has vacated the Premises, when the final determination is made of the Escalation Reconciliation for the calendar year in which this Lease terminates, Tenant shall immediately pay to Landlord within 10 days after Landlord’s delivery of the Escalation Reconciliation to Tenant, any additional amount amounts due from Tenant for such as calculated pursuant to this Article 4. Landlord’s and Tenant’s responsibilities with respect to the Tax and Operating Expense adjustments described herein shall survive the expiration or early termination of this Lease. If the Building is less than 95% occupied at any time during any particular Lease Year is paid by Tenant during (including the balance year of the Lease Year in equal monthly amounts. Within one hundred twenty (120) days after Operating Expense Base), Landlord shall reasonably adjust those Operating Expenses which are affected by Building occupancy for the close of each particular Lease Year, or portion thereof, as soon thereafter as practicablethe case may be, Landlord shall provide Tenant with a statement to account for any difference between the actual and the estimated Expenses for the previous Lease Year. If reflect an occupancy equal to 95% of all such statement is not given for any Lease Year, Tenant shall continue to pay on the basis of the prior Lease Year’s estimate until the month after such notice is given. Landlord’s annual statement shall be final and binding upon Tenant unless, within ninety (90) days after delivery thereof to Tenant, Tenant shall contest any item therein by written notice to Landlord, specifying each item contested and the reason therefor. Notwithstanding the foregoing, the Taxes included in any such annual statement may be modified by any subsequent adjustment or retroactive application of Taxes affecting the calculation of Expenses. If Tenant has overpaid the amount of Expenses owing pursuant to this Article, Landlord shall credit the overpayment against Tenant’s next payments due under this Article. If Tenant has underpaid the amount of Expenses owing pursuant to this Article, Tenant shall pay the amount of the underpayment to Landlord within thirty (30) days after Tenant’s receipt of Landlord’s statement. If the rentable area of the Building or the Project is not fully occupied during any Lease Year, Expenses for such Lease Year shall be adjusted to equal Landlord’s reasonable estimate of the Expenses which would have been incurred during such Lease Year if the total rentable area of the Building and Project were occupied. Landlord’s delay in submitting any statement contemplated herein for any Lease Year shall not affect the provisions of this Article, nor constitute a waiver of Landlord’s rights as set forth herein for said Lease Year or any subsequent Lease Years during the Term or any extensions thereof. If the Term ends on a day other than the last day of a Lease Year, the amounts payable by Tenant under this Article 4 applicable to the Lease Year in which the end of the Term occurs shall be prorated on the basis which the number of days from the commencement of such Lease Year to and including the date on which the end of the Term occurs bears to three hundred sixty-five (365)Building.