Common use of Rent Adjustments Clause in Contracts

Rent Adjustments. (a) From and after (i) the Phase I Rent Commencement Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows: (1) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Term. (c) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocations.

Rent Adjustments. (a) From and after (i) the Phase I Rent Commencement Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) Adjustment Year as follows: (1i) The Rent Adjustment Deposit representing Tenant’s 's Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment Adjustment Year in excess of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes Operating Expenses for the applicable calendar year (or partial calendar year)Operating Expenses Base Year, monthly during the Term with the payment of Monthly Base Rent; and (3ii) The Rent Adjustment Deposit representing Tenant's Share of Taxes for the applicable Adjustment Year in excess of Taxes for the Taxes Base Year, monthly during the Term with the payment of Monthly Base Rent; and (iii) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.24.02. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) Adjustment Year shall be Tenant’s 's Share of Operating Expenses for such calendar year (or partial calendar year) in excess of Operating Expenses for the Operating Expenses Base Year and Tenant’s 's Share of Taxes for such calendar year (or partial calendar year). (b) On or before the beginning in excess of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculationTaxes Base Year. Landlord shall have the right from time to time during Notwithstanding any calendar year to provide a new or revised estimate provision of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Term. (c) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments this Article Four to the variable components of Operating Expenses for such calendar year (or partial calendar year)contrary, employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or as a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge concession to Tenant, then Landlord agrees to waive collection from Tenant of any Rent Adjustment or Rent Adjustment Deposits for the year 2000, but Rent Adjustments and Rent Adjustment Deposits for the Adjustment Year 2001 and thereafter shall be payable based upon the Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, Base Year and the Rent Adjustments shall reflect any such allocationsTaxes Base Year.

Rent Adjustments. (a) From and after (i) the Phase I Rent Commencement Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows as follows: (1a) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; (2b) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and; (3c) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year).; and (b) On or before the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Term. (cd) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) fully occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocations.

Rent Adjustments. (a) From and after (i) the Phase I Rent Commencement Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows: (1a) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; (2b) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and; (3c) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) Lease Year shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) Lease Year and Tenant’s Share of Taxes for such calendar year (or partial calendar year).Lease Year; and (b) On or before the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Term. (cd) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term(or partial calendar year), Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) fully occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocations.

Rent Adjustments. (a) From and after (i) the Phase I Rent Commencement Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows: (1a) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; (2b) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and; (3c) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year).; and (b) On or before the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Term. (cd) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) fully occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocations.

Rent Adjustments. (a) From and after (i) the Phase I Rent Commencement Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows: (1) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Term. (c) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred ninety-five percent (10095%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocations.

Rent Adjustments. (a) From and after (i) the Phase I Rent Commencement Date until the Termination Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows: (1) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time but not more than once during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time but not more than once during any calendar year throughout the Term. (c) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100I 00%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocations.

Rent Adjustments. (a) From and after (i) the Phase I Rent Commencement Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows: (1) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Term. (c) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocations.

Rent Adjustments. (a) From and after (i) the Phase I Rent Commencement Datea. The Tenant shall pay to Landlord, as additional rent, the proportionate part of any increases in real estate taxes levied, assessed or payable with respect to the Phase I Premisesland and building of which the leased premises are a part over and above the amount thereof levied, assessed or paid for the calendar year 2014 (Base Year). Such additional rent by reason of tax increases shall be payable by Tenant upon presentation to Tenant of copies of paid tax statements for the base year and (ii) for the Phase II Rent Commencement Date, as year for which payment is demanded. The proportion of such increase payable by the Tenant shall be based on the ratio which the number of rentable square feet of area occupied by the Tenant in the building bears to the Phase II Premisestotal number of rentable square feet of area in the entire building (Tenant's Proportionate Share). If the term of this lease shall commence or terminate other than on the first or last day of a calendar year, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows: (1) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial said calendar year), monthly that portion of such increases in taxes, if any, proportionate to the number of months of tenancy during such year. Tenant's proportionate share of such taxes shall be paid within thirty (30) days after receipt of an invoice from Landlord . b. In the Term with the payment of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord event that for any calendar year Landlord's Operating Expenses of the building (or partial including interior and exterior common areas) of which the leased premises are a part shall exceed the Base Amount occurring during the calendar year 2014 as evidenced by a statement of actual Operating Expenses prepared by Landlord, Tenant shall pay Tenant's Proportionate Share (as defined in (a) above) of such excess over the Base Amount as follows. For expenses which Landlord has direct control over, in no event shall the total of such Landlord-controlled expense increases exceed 5% over the total of Landlord-controlled expenses for the previous year. c. After the second calendar year, 2015, ending during the lease term, Tenant shall within thirty (30) shall be Tenant’s Share days after receipt of Landlord's statement of Operating Expenses pay to Landlord in one lump sum, as additional rent, Tenant's Proportionate Share of the increase, if any, in Operating Expenses for such second calendar year over the Base Amount, prorated, however, on the basis of thirty (30) days to the month if the first calendar year of the lease term shall be less than twelve (12) months. d. During the second and succeeding calendar years Tenant shall pay monthly in advance, as additional rent for each such calendar year (or partial calendar yearto the expiration date of this lease, whichever first occurs), an amount per month equal to one-twelfth (1/12th) and of Tenant’s 's Proportionate Share of Taxes Landlord's estimated Operating Expenses for such said calendar year (or partial calendar year). (b) On or before over the Base Amount. The amount of such additional rent not determined at the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Term. (c) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during shall be brought current by Tenant with fifteen (15) days after the Term, Landlord amount is determined. If by reason of such advance monthly payments Tenant shall make appropriate adjustments to the variable components have paid in excess of its Proportionate Share of excess Operating Expenses for such calendar year (or partial calendar the fiscal year), employing sound accounting and management principles consistently appliedLandlord will, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) occupied, and the amount so determined shall be deemed to have been when the amount of Operating Expenses for such calendar year is determined, reimburse Tenant the amount of the excess paid. Should Landlord fail to pay Tenant the excess paid within thirty (or partial calendar year). In the event 30) days, then Tenant shall be entitled to credits in base rent until such time that the Property credit has been offset from base rent. If it is determined that Tenant has not fully assessed paid Tenant's Proportionate Share in full by reason of such advance monthly payments, then Tenant will pay the difference in one lump sum within fifteen (15) days after receipt of Landlord's statement. e. The Expenses shall mean all expenses and costs of operating the Building, including, without limitation, the following costs: (a) wages of all employees (including employment taxes and fringe benefits); (b) janitorial labor and materials applicable to the common areas; (c) costs of building security personnel and materials; (d) electricity, gas, sewer, water, trash disposal and other utilities; (e) maintenance and repairs (including maintenance and service contracts); (f) landscaping maintenance; (g) insurance premiums; (h) omitted; (i) reasonable expenses of Landlord in attempting to reduce or limit real estate and/or personal property taxes (any refunds to be credited against taxes in the year received); 0) capital improvements to the extent necessary to comply with applicable governmental rules and regulations, provided that said capital improvements are amortized over their useful life; (k) expense of building management fees customary in office buildings of comparable quality and location; (1) capital expenses which reduce any component costs of Expenses (such cost to be reasonably amortized by Landlord and Expenses to include only the cost as so amortized over their useful life by Landlord during the calendar year for all or a portion which such computation is made; (m) legal and accounting fees. Expenses shall not include: (o) costs of alterations of any tenant's premises; (p) principal and interest payments on loans made on the security of the Building; (q) costs of capital expenditures (except as provided above in this section; and (r) leasing commissions and real estate broker's commissions. f. The Base Amount shall be equal to the total operating expenses as defined herein for the calendar year (or partial calendar year) during the Term2014. The Base Amount, then Taxes and all subsequent Lease years shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if reflect a 95% occupancy and use of the Property had been fully assessedbuilding. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then All Operating Expenses shall be deemed to include calculated by Landlord in accordance with Generally Accepted Accounting Principles. g. For the cost Landlord would have incurred had Landlord provided such service to such other tenant. In additionpurpose of determining Tenant's Proportionate Share under this Paragraph 5, Landlord shall have it is agreed that the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants area contained in the leased premises is 5,291 rentable square feet and the rentable area of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, building is 29,640 square feet and the Rent Adjustments shall reflect any such allocationsTenant's Proportionate share is 17.85%.

Rent Adjustments. Resident acknowledges that 00 Xxxxxxxx Xxxxxx Apartments are operated pursuant to the requirements of the several affordable rental-housing programs ("the Programs") and an Affordable Housing Restriction (“the Restriction”). The Restriction provide for a specific maximum monthly Resident rent which is subject to annual adjustment, and requires that all of the units be leased to "Eligible Households." Eligible Households must be homeless or at risk of homelessness, and must meet certain income limitations at initial occupancy. The amount of the monthly rental obligation due under this agreement may be changed by the Management at any time during the term of this Agreement based upon any of the following reasons: (a) From a change in the basic rent schedule; (b) a change in household income or other factors considered in calculating resident's rent in accordance with the Programs or HUD or state established subsidy rules and after regulations, whichever is applicable; (ic) an adjustment of any applicable utility allowance; (d) the Phase I Rent Commencement Date, exclusion of a utility cost previously included as part of Resident's rent; (e) changes in rules of any subsidy program pursuant to which Resident is being assisted; (f) failure of the Resident to provide information as to the Phase I PremisesResident's income, or other factors as required by Management; and (iig) termination of the Phase II Rent Commencement Datesubsidy program under which the Resident is being assisted, as if applicable. Resident agrees to be bound by and to pay any such rent change. Management agrees to give thirty (30) days prior written notice of any such rental change to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows: (1) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a changeResident, which notice may shall be given accompanied by Landlord from time an addendum to time during any calendar year throughout be made a part of this agreement stating the Term. (c) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the new amount of Operating Expenses that would have been paid or incurred by Landlord had Resident's rent. Any such rent change shall become effective on the Building or Property been one hundred percent date stated in the thirty (100%30) occupied, and the amount so determined shall be deemed to have been the amount day notice of Operating Expenses for such calendar year (or partial calendar year)rent change. In the event of any change in the rent, Resident may terminate this Agreement and not be bound by any such change by giving a written notice of termination to the Management within ten (10) days after Management's notice is sent to Resident. Such termination shall be effective thirty (30) days after the date that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted rent change was to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant become effective as stated in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocationsrent adjustment notice.

Rent Adjustments. (a) From and after (i) the Phase I The foregoing Base Building Rent Commencement Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows: (1) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before adjusted at the beginning of each calendar year or year, beginning January 1, 2000. The original Base Building Rent hereunder shall be increased proportionately with Landlord’s Statement any increase in the Consumer Price Index for "All Urban Consumers - All Items" (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing 1982-84 = $100.00) (The "BLS Index") issued by the Bureau of its estimate Labor Statistics of the amount United States Department of Operating Expenses and Taxes payable by Tenant Labor; provided, any increase due to such Index for such any calendar yearyear shall not exceed 5%. Prior to The monthly Base Building Rent, commencing with the first determination by Landlord full calendar year of the amount term of Operating Expenses this Lease, shall be adjusted annually, as of each January 1, by multiplying the original Base Building Rent by a fraction, the numerator of which shall be the BLS Index for the month of January of the year for which the Base Building Rent is being adjusted and Taxes the denominator of which shall be the BLS Index for the first calendar year, Landlord may estimate month of the term of this Lease. Said product shall be the adjusted Base Building Rent thereafter until the following January when such amounts rent shall be further adjusted in accordance with the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Term. (c) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year)provisions. In the event that the Property is Bureau of Labor Statistics shall no longer publish the BLS Index so the BLS Index figure for any January shall not fully assessed be available, the parties shall mutually agree on a substitute of the nearest equitable and practical index available for all or a portion of achieving the same purpose. In no event shall the monthly Base Building Rent for any calendar year (or partial following the Commencement Date be less than the monthly Base Building Rent for the immediately preceding calendar year) during the Term, then Taxes shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service necessary index figures are not available on January 1 of a type which Landlord would supply under each calendar year of the term of this Lease without an additional or separate charge to TenantLease, then Operating Expenses TENANT shall be deemed continue to include pay rent at the cost Landlord would have incurred had Landlord provided rate for the preceding year until such service time as such figures are available and LANDLORD notifies TENANT of the new rental rate. On the first day of the month following such notification, TENANT shall commence to such other tenant. In addition, Landlord shall have pay the right, Base Building Rent at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants newly adjusted rate and shall further pay all deficiencies in rent for any of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and prior months during which TENANT paid rent at the Rent Adjustments shall reflect any such allocationspreceding year's rate.

Rent Adjustments. (a) From and after (i) the Phase I Rent Commencement Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) Adjustment Year as follows: (1a) The Rent Adjustment Deposit representing Tenant’s Share of increases in Operating Expenses for the applicable calendar year (or partial calendar year)Adjustment Year over the Operating Expenses for the Base Year, monthly during the Term with the payment of Monthly Base Rent; (2b) The Rent Adjustment Deposit representing Tenant’s Share of increases in Taxes for the applicable calendar year (or partial calendar year)Adjustment Year over the Taxes for the Base Year, monthly during the Term with the payment of Monthly Base Rent; and; (3c) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) Adjustment Year shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) in excess of the Base Year Operating Expenses and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before in excess of the beginning of each calendar year or with Landlord’s Statement (as defined Base Year Taxes. If Operating Expenses and/or Taxes in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of any Adjustment Year decrease below the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and and/or Taxes for the first calendar yearBase Year for any reason, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Rent Adjustment Deposit for Operating Expenses and/or Taxes and to notify Tenant in writing thereofTaxes, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent case may be, for that Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may Year shall be given by Landlord from time to time during any calendar year throughout the Term.$0; and (cd) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a any portion of the Base Year or any calendar year Adjustment Year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for the Base Year or such calendar year (or partial calendar year)Adjustment Year, employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred ninety-five percent (10095%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for the Base Year or such calendar year (or partial calendar year)Adjustment Year. In the event that the Property is not fully assessed for all or a portion of the Base Year or any calendar year (or partial calendar year) during the TermAdjustment Year, then Taxes shall be adjusted to an amount which would have been payable in the Base Year or such calendar year (or partial calendar year) Adjustment Year if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocations.

Rent Adjustments. (a) From and after (i) the Phase I Rent Commencement Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows: (1) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent;; and (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Term. (c4) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred ninety-five percent (10095%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocations.

Rent Adjustments. (a) From and after (i) the Phase I Rent Commencement Date until the Termination Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows: (1) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time but not more than once during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time but not more than once during any calendar year throughout the Term. (c) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocations.

Rent Adjustments. (a) From and after (i) the Phase I Rent Commencement Date until the Termination Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows: (1) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time but not more than once during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time but not more than once during any calendar year throughout the Term. (c) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocations.

Rent Adjustments. 7.1. Base Rent shall be subject to an annual upward adjustment of three percent (3%) of the then-current Base Rent. The first such adjustment shall become effective commencing on the first (1st) annual anniversary of the Term Commencement Date, and subsequent adjustments shall become effective on every successive annual anniversary for so long as this Lease continues in effect. 7.2. Notwithstanding anything to the contrary contained in this Lease, and so long as no Default (as defined below) by Tenant has occurred, Tenant shall not be required to pay Base Rent for the period prior to the Rent Commencement Date (such period, the “Free Rent Period”). During the Free Rent Period, Tenant shall continue to be responsible for the payment of all of Tenant’s other Rent obligations under this Lease, including all Additional Rent such as (a) From amounts related to Insurance Costs and after Taxes (i) the Phase I Rent Commencement Date, each as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows: (1) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar yeardefined below), monthly during the Term with the payment of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before the beginning of each calendar year or with Landlord’s Statement Property Management Fee (as defined in Section 4.2 below), Landlord may estimate ) and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Term. (c) For purposes any other amounts that Tenant assumes or agrees to pay under the provisions of determining Rent Adjustments, if this Lease that are owed to Landlord. Upon the Building or Property is not fully occupied during all or a portion occurrence of any calendar year during Default, the Term, Landlord Free Rent Period shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) occupiedimmediately expire, and the amount so determined Tenant shall no longer be deemed entitled to have been the amount any further abatement of Operating Expenses for such calendar year (or partial calendar year)Base Rent pursuant to this Section. In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during Default that results in termination of this Lease, then, as part of the Termrecovery to which Landlord is entitled pursuant to this Lease, then Taxes shall be adjusted and in addition to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type rights or remedies to which Landlord would supply under may be entitled pursuant to this Lease without an additional (including Article 31), at law or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In additionin equity, Landlord shall have be entitled to the rightimmediate recovery, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants as of the Project as day immediately prior to any expense or cost such termination of the Lease, of the unamortized amount of Base Rent that relates to a repair, replacement or service that benefits only those tenants, and Tenant would have paid had the Free Rent Adjustments shall reflect any such allocationsPeriod not been in effect.

Rent Adjustments. (a) From and 6.1 Commencing with the monthly installment of Basic Annual Rent which is due on or after (i) the Phase I first anniversary of the first day of the first full month following the Rent Commencement Date, and on the same day of every calendar year thereafter for so long as this Lease continues in effect, the Basic Annual Rent shall be increased by an amount equal to the Phase I Premisesgreater of 2.5% or the CPI Adjustment Percentage multiplied by the Basic Annual Rent then in effect; provided, however, that such adjustment shall not exceed 4.5% of the Basic Annual Rent then in effect. Basic Annual Rent adjustments for any fractional calendar month shall be prorated. "CPI ADJUSTMENT PERCENTAGE" means a fraction, stated as a percentage, the numerator of which shall be the Index (as defined below) for the calendar month 3 months before the month in which the Basic Annual Rent adjustment is to be made, and (ii) the Phase II denominator of which shall be the Index for the calendar month 3 months before the last Basic Annual Rent adjustment or, if no prior Basic Annual Rent adjustment has been made, 3 months before the first day of the first full month following the Rent Commencement Date. Landlord shall give Tenant written notice indicating the Basic Annual Rent, as adjusted pursuant to this Section, and the Phase II Premisesmethod of computation, and Tenant shall pay to Landlord an amount equal to any underpayment of Basic Annual Rent Adjustments with respect by Tenant within 30 days of Landlord's notice to each calendar year Tenant. "INDEX" means the "Consumer Price Index- All Urban Consumers-Washington-Baltimore Metropolitan Area" compiled by the U.S. Department of Labor, Bureau of Labor Statistics, (or partial calendar year 1987 = 100). If a substantial change is made in the case of Index, the year in which the subject Rent Commencement Date and the Termination Date occur) as follows: (1) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) revised Index shall be Tenant’s Share of Operating Expenses for used, subject to such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before the beginning of each calendar year or with Landlord’s Statement (adjustments as defined in Section 4.2 below), Landlord may estimate and notify Tenant reasonably deem appropriate in writing of its estimate of order to make the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior revised Index comparable to the first determination prior Index. If the Bureau of Labor Statistics ceases to publish the Index, then the successor or most nearly comparable index, as reasonably determined by Landlord of the amount of Operating Expenses and Taxes for the first calendar yearLandlord, shall be used, subject to such adjustments as Landlord may estimate such amounts reasonably deem appropriate in order to make the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Term. (c) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments index comparable to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocationsIndex.

Rent Adjustments. OVG shall be entitled to an annual rent adjustment (athe “Rent Adjustment”) From and after (i) the Phase I Rent Commencement Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments payable with respect to each calendar year (or partial calendar year in the case of the Term, commencing with respect to the partial lease year in which the subject Rent Operating Term Commencement Date occurs. Each Rent Adjustment will be calculated as set forth in Section 9(g)(iii) below and payable as set forth in Section 9(g)(iv) below. A Rent Adjustment is calculated with respect to specified revenue amounts exceeding corresponding threshold amounts as set forth on Exhibit L (the Termination Date occur“Rent Adjustment Thresholds”) as follows: (1) for periods from and after the Operating Term Commencement Date. The Rent Adjustment Deposit representing Tenant’s Share Thresholds are intended by the Parties to represent tax and facility revenues the City receives from the current operation of the Arena and related business operations as set forth in Exhibit L as measured, for each Rent Adjustment Threshold, using a four (4)-year trailing historical annual average using the complete calendar years 2014, 2015, 2016, and 2017, as escalated for each of calendar years 2014, 2015 and 2016, by the Escalator for an applicable escalation period that is the number of calendar years from the December 31 of such year until December 31 of calendar year 2017. For the calendar year in which the Operating Expenses Term Commencement Date occurs, such initial average amount shall be adjusted by the Escalator for the applicable period from January 1, 2018 until January 1 of the calendar year (or partial calendar year), monthly during in which the Operating Term with the payment Commencement Date occurs. As of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before the beginning January 1 of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Term. (c) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any succeeding calendar year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses Rent AdjustmenDRAFtT Threshold amount for such the prior calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted to an by the Escalator. The Accounting Firm shall determine the initial Rent Adjustment Thresholds for each threshold amount which would have been payable using the process as described in such calendar year (or partial calendar yearSection 9(c)(iii) if for determining the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the initial Baseline Rent Adjustments shall reflect any such allocationsPayment.

Rent Adjustments. Resident acknowledges that 000 Xxxxxxx Xxxxxx Apartments are operated pursuant to the requirements of the several affordable rental-housing programs ("the Programs") and an Affordable Housing Restriction (“the Restriction”). The Restriction provide for a specific maximum monthly Resident rent which is subject to annual adjustment, and requires that all of the units be leased to "Eligible Households." Eligible Households must be homeless or at risk of homelessness, and must meet certain income limitations at initial occupancy. The amount of the monthly rental obligation due under this agreement may be changed by the Management at any time during the term of this Agreement based upon any of the following reasons: (a) From a change in the basic rent schedule; (b) a change in household income or other factors considered in calculating resident's rent in accordance with the Programs or HUD or state established subsidy rules and after regulations, whichever is applicable; (ic) an adjustment of any applicable utility allowance; (d) the Phase I Rent Commencement Date, exclusion of a utility cost previously included as part of Resident's rent; (e) changes in rules of any subsidy program pursuant to which Resident is being assisted; (f) failure of the Resident to provide information as to the Phase I PremisesResident's income, or other factors as required by Management; and (iig) termination of the Phase II Rent Commencement Datesubsidy program under which the Resident is being assisted, as if applicable. Resident agrees to be bound by and to pay any such rent change. Management agrees to give thirty (30) days prior written notice of any such rental change to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows: (1) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a changeResident, which notice may shall be given accompanied by Landlord from time an addendum to time during any calendar year throughout be made a part of this agreement stating the Term. (c) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the new amount of Operating Expenses that would have been paid or incurred by Landlord had Resident's rent. Any such rent change shall become effective on the Building or Property been one hundred percent date stated in the thirty (100%30) occupied, and the amount so determined shall be deemed to have been the amount day notice of Operating Expenses for such calendar year (or partial calendar year)rent change. In the event of any change in the rent, Resident may terminate this Agreement and not be bound by any such change by giving a written notice of termination to the Management within ten (10) days after Management's notice is sent to Resident. Such termination shall be effective thirty (30) days after the date that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted rent change was to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant become effective as stated in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocationsrent adjustment notice.

Rent Adjustments. (a) From and after (i) the Phase I Rent Commencement Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows as follows: (1a) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; (2b) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and; (3c) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year).; and (b) On or before the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Term. (cd) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred ninety-five percent (10095%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocations.

Rent Adjustments. During the Initial Term and any Renewal ---------------- Term, Landlord shall have the right to seek new tenants for all or any portion of the Leased Premises. However, Landlord may not lease any portion of the Leased Premises to any other party unless: (a) From the prospective lessee has agreed in writing to pay rent on each square foot of a proposed portion of the Leased Premises ("Premises Adjustment Portion") at a rate of at least $2.50 per square foot per year for a period of at least one year, and (b) Landlord gives Tenant at least sixty (60) days' notice ("Adjustment Notice") of Landlord's intent to lease a Premises Adjustment Portion to such prospective lessee, and (c) Tenant does not elect in writing within thirty days after it receives such Adjustment Notice to remain in possession of such Premises Adjustment Portion by having its Initial Rent set forth in Section 2.01 above increased by $0.50 per square foot for each square foot contained in the Premises Adjustment Portion. If Tenant elects to remain in possession of any Premises Adjustment Portion, Tenant shall pay the increase in rent attributable to such portion starting with the third regular monthly rent installment after it received the Adjustment Notice. If Tenant elects not to remain in possession of a Premises Adjustment Portion, (i) Tenant shall vacate such portion of the Phase I Rent Commencement Date, as to Leased Premises by the Phase I Premisesdate specified in the Adjustment Notice, and (ii) Tenant's annual rent hereunder shall be decreased by an amount equal to $2.00 times the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year number of square feet contained in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows: (1) The Rent Premises Adjustment Deposit representing Portion vacated by Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Term. (c) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocations.

Rent Adjustments. (a) From Landlord and after (i) Tenant agree that the Phase I Rent Commencement Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant following rent adjustments described below shall pay to Landlord Rent Adjustments be made with respect to each calendar year (or partial of the Term after the Base Year commencing with the calendar year in 2008, or portion thereof, including the case of the calendar year in which the subject Rent Commencement Date and Lease terminates. The Base Year for purposes of calculating Tenant’s rent adjustments shall be the Termination Date occur) as followsyear 2007: (1A) The Tenant shall pay to Landlord as additional Rent Adjustment Deposit representing an amount equal to Tenant’s Proportionate Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and the increases in Ownership Taxes payable by Tenant Landlord for such each calendar year. Prior to the first determination by Landlord year of the amount Term over the Base Year. Tenant’s Proportionate Share of Operating Expenses and such Ownership Taxes for is agreed to be as set forth in Introductory Article A, being the first calendar year, Landlord may estimate such amounts percentage calculated by dividing the rentable area contained in the foregoing calculationPremises ( ) by the rentable area of the Building ( ). Ownership Taxes shall mean all taxes and assessments of every kind and nature which Landlord shall have the right from time be obligated to time during pay with respect to any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Term. (c) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year thereof during the Term, Landlord shall make appropriate adjustments regardless of when such taxes or assessments are payable, because of or in any way connected with the ownership, leasing, and operation of the Building and the Property subject to the variable components of Operating Expenses for such calendar year following: (or partial calendar year), employing sound accounting and management principles consistently applied, to determine i) the amount of Operating Expenses ad valorem real and personal property taxes against Landlord’s real and personal property to be included in Ownership Taxes shall be the amount payable with respect to such calendar year, notwithstanding that would have been paid or incurred such taxes are payable in a later calendar year. The amount of any tax refunds received by Landlord had the Building or Property been one hundred percent (100%) occupied, and the amount so determined with respect to Ownership Taxes payable hereunder shall be deemed to have been deducted from such Ownership Taxes regardless of when received by Landlord, less the Landlord’s cost of obtaining any such reduction or refund; (ii) the amount of Operating Expenses for special taxes and special assessments to be included shall be limited to the amount of the installments (plus any interest, other than penalty interest, payable thereon) of such special tax or special assessment payable during the calendar year in respect of which Ownership Taxes are being determined; (iii) the amount of any tax or excise levied by the State of Illinois or the City of Elgin, any political subdivision of either, or any other taxing body, on rents or other income from the Property (or partial calendar year). In the event that value of the Property is leases thereon) to be included shall not fully assessed for all or a portion of any calendar year (or partial calendar year) during be greater than the Term, then Taxes shall be adjusted to an amount which would have been payable on account of such tax or excise by Landlord during the calendar year in respect of which Ownership Taxes are being determined had the income received by Landlord from the Building been the sole taxable income of Landlord for such calendar year; (iv) there shall be excluded from Ownership Taxes all income, excess profits taxes, franchise, capital stock, and inheritance or estate taxes; and (v) notwithstanding anything set forth herein to the contrary, in the event the Building and a reasonable allocation of land value are not taxed separately and tax bills for Ownership Taxes payable hereunder include such taxes for the entire Property, Ownership Taxes payable with respect to the Premises shall be determined as hereinafter set forth. Such real estate tax bxxx or bills for the entire Property as described above shall be allocated to the Building and the existing warehouse/industrial building located on the Property (the “Industrial Building”) per rentable square foot on the basis of the total rentable square feet in the Industrial Building and double the total rentable square feet in the Building (the “Property Allocation”). For example, if the Building had one hundred (100) rentable square feet and the Industrial Building had two hundred (200) rentable square feet, each would be allocated an equal one-half of such taxes. Tenant will then be obligated to pay Tenant’s Proportionate Share of such Ownership Taxes allocated to the Building in accordance with the other terms and provisions of this Section 3(A). In no event shall Tenant be required to pay any part of real estate taxes and assessments imposed as a result of any expansion by Landlord of the Building or the Industrial Building or the construction of new improvements on the Property and any such taxes shall be excluded from any computation to be made hereunder. (B) Tenant shall pay to Landlord as additional Rent an amount equal to Tenant’s Proportionate Share of the amount of the increases in Operating Expenses for each calendar year of the Term after the Base Year over the Base Year. Tenant’s Proportionate Share of such Operating Expenses is agreed to be % (calculated as set forth in Article 3(A) herein). Operating Expenses shall mean all reasonable and customary expenses, incurred or paid on behalf of Landlord for the ownership, management, operation, maintenance and repair of, and necessary replacements in, the Building and the Property which, in accordance with generally accepted accounting practice as applied to the operation and maintenance of office buildings, are properly chargeable to the ownership, management, operation, maintenance and repair of, and necessary replacements in, the Building. Operating Expenses include, without limitation and except as limited elsewhere in this Article, management fees, landscaping, the cost of up to two (2) window washings in any year, scavenger service, maintenance or repair of the roof, façade, parking lot, walkways, detention areas and of any heating, ventilation and air conditioning equipment and other Building systems and improvements, non-capital expenditures required under any governmental law or regulation, installation, maintenance and repair of fire safety systems, including sprinkler and smoke detection systems, wages and benefits of janitors, cleaning personnel, engineers and other employees (including the amount of any social security taxes, unemployment insurance contributions and “fringe benefits”), insurance premiums, fuel costs and utility costs, legal and accounting expenses, and amortization of the costs of any capital improvement to the Property not excluded as set forth below, with interest at two percent (2%) over the corporate base rate of interest from time to time published by Bank One, Illinois, N.A. on the unamortized amount of such costs. All such capital costs shall be amortized over the shortest of (i) the reasonable life of the capital improvement items, (ii) if applicable, the economic payback period of the items, with the reasonable life/economic payback period and amortization schedule being determined in accordance with sound management accounting principles or (iii) the remaining Term of the Lease. To the extent any item of expense is incurred with respect to the entire Property, such expense shall be allocated to the Building and the Industrial Building in accordance with the Property Allocation, provided, however, no item of expense shall be included in Operating Expenses if it is incurred solely with respect to the Industrial Building or other improvements on the Property other than the Building. Notwithstanding the foregoing, Operating Expenses shall not include: (i) costs of alterations of tenant spaces or space occupied by Landlord or its affiliates; (ii) depreciation, interest and principal payments on mortgages, and other debt costs, and rental payments under any superior, underlying or ground lease, if any; (iii) costs of capital improvements, except for such costs including interest thereon, as set forth above, where (a) the purpose of such capital improvements is to reduce Operating Expenses, or (b) such capital improvement is required due to any rule, regulation, ordinance or statute of any applicable governmental body not in effect as of the date hereof; (iv) real estate brokers’ leasing commissions or compensation; (v) payments to affiliates of the Landlord for goods and/or services in excess of what would be paid to non-affiliated parties for such goods and/or services in an arm’s length transaction; (vi) costs of other services or work performed for the singular benefit of another tenant or occupant; (vii) legal, space planning, construction, building permit and code compliance fees and costs and other expenses incurred in procuring tenants for the Building, preparing space for occupancy or renewing or amending leases with existing tenants or occupants of the Building; (viii) costs of advertising and public relations and promotional costs and attorneys’ fees associated with the leasing of the Building; (ix) any costs, fines or penalties incurred due to the violation by Landlord of any governmental rule or authority (and not caused by Tenant), any negligence of Landlord or its agents or any default by Landlord hereunder; (x) any expense for which Landlord is entitled to receive reimbursement from insurance, condemnation awards, other tenants or any other source; (xi) costs incurred in connection with the sale, financing, refinancing, mortgaging, or other change of ownership of the Building; (xii) costs, fines, interest, penalties, legal fees or costs of litigation incurred due to the late payment of taxes, utility bills and other costs incurred as a result of Landlord’s failure to make such payments when due, so long as Tenant has been timely in the payment of its bills to Landlord; (xiii) salaries and wages and other benefits paid to or on behalf of employees above the level of Property Manager; (xiv) legal and other expenses incurred in administering or enforcing leases with third parties; (xv) cost of window washing in excess of two (2) times per year; (xvi) costs of electricity used by other tenants or occupants of the Building; and (xvii) costs of repair to and replacement of the Building required because of any casualty damage or eminent domain. (C) In order to provide for payments on account of Ownership Taxes and Operating Expenses payable for each calendar year during the Term of this Lease commencing with the calendar year 2008, Tenant agrees, at Landlord’s request, to pay, as additional Rent, Tenant’s Proportionate Share of Ownership Taxes and Operating Expenses due for any such calendar year, as reasonably estimated by Landlord and set forth in a reasonably detailed budget delivered no later than November 30 of the prior calendar year, in twelve (12) monthly installments, each in an amount equal to 1/12th of Tenant’s Proportionate Share commencing on the first day of the succeeding January, commencing January 1, 2008. If, for whatever reason, the detailed budget for any given year beginning 2009 is not forthcoming, Tenant shall continue to pay under the previous year’s budget until such time as the applicable budget has been prepared and delivered to Tenant. If, as finally determined in the succeeding calendar year at the time of delivery of the annual statements provided for in subparagraph (D) hereof, Tenant’s Proportionate Share of Operating Expenses or Ownership Taxes shall be greater than or be less than the aggregate of all installments so paid on account to the Landlord (and which are applicable to such calendar year) prior to receipt of an invoice from Landlord, then Tenant within thirty (30) days of such invoice shall pay to Landlord the amount of such underpayment, or the Landlord shall credit Tenant for the amount of such overpayment, or, in the case of the last calendar year, pay to Tenant the amount of such overpayment within thirty (30) days, as the case may be. (D) Landlord shall deliver to Tenant within ninety (90) days after the close of each applicable calendar year (or partial including the calendar year in which this Lease terminates), a statement containing the amount of the Operating Expenses for such calendar year. Landlord shall deliver to Tenant within ten (10) if days after Landlord’s receipt for the Property had been fully assessedfinal bxxx for Ownership Taxes for the prior calendar year (including the year in which the Lease terminates) a statement containing Ownership Taxes for such calendar year. Failure or delay in delivering any such statement or invoice, or failure or delay in computing the Rent adjustments pursuant to this Article 3, shall not be deemed a waiver by Landlord of its right to deliver such items nor shall any such failure or delay be deemed a release of Tenant’s obligations with respect to any such statement or invoice, or constitute a default hereunder. All Rent adjustments payable hereunder shall be made without any deductions or set-offs whatsoever except as expressly set forth herein. (E) The obligation of the Tenant with respect to the payment of Rent and Rent adjustments due hereunder and the obligation of Landlord with respect to the determination of Rent adjustments and refund of overpayments thereof shall survive the expiration or termination of this Lease. Any payment, refund, or credit made pursuant to this Article shall be made without prejudice to any right of the Landlord to correct any items as billed pursuant to the provisions hereof. In the event that this Lease shall have been in effect for less than the full calendar year immediately preceding Tenant’s receipt of the invoices provided for in subparagraphs (C) and (D) hereof, the Rent adjustment shall be pro rata. In no event shall any other tenant Rent adjustment result in a decrease in the Building provides itself with a service of a type which Rent payable hereunder. (F) Landlord would supply under this Lease without an additional or separate charge to Tenant, then shall maintain books and records showing Ownership Taxes and Operating Expenses shall be deemed in accordance with generally accepted accounting principles as applied to include the cost Landlord would have real estate industry, which are consistently applied (including, without limitation, as to categories of expenses incurred had Landlord provided such service to such other tenantin the Base Year), and its customary management practices. In addition, Landlord Tenant or its representative shall have the right, at its sole discretion, from time right to time, to equitably allocate certain examine Landlord’s books and records showing Ownership Taxes and Operating Expenses among only certain tenants upon reasonable prior notice provided to Landlord, during Landlord’s normal business hours at Landlord’s normal place of business at any time within ninety (90) days following the Project as furnishing by Landlord to Tenant of Landlord’s statement provided for in Section 3(D) above. Unless, within ninety (90) days of receipt of any such Landlord’s statement, Tenant shall provide Landlord with notice of its intention to inspect Landlord’s books and records pursuant to this Section and provide Landlord with a written statement of its objection to any expense or cost that relates to a repairitem in such Landlord’s statement, replacement or service that benefits only those tenants, Landlord’s statement shall be considered as final and the Rent Adjustments shall reflect any such allocationsconclusively binding on Tenant.

Rent Adjustments. (a) From and after (i) Commencing on each of the Phase I 5th Floor Rent Commencement Date, Date as to the Phase I Premises, 5th Floor Premises and (ii) the Phase II 6th and 7th Floor Rent Commencement Date, Date as to the Phase II 6th and 7th Floor Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) Adjustment Year as follows: (1a) The Rent Adjustment Deposit representing Tenant’s Share (as set forth in Section 1.1(14) as to each of the 5th Floor Space and 6th and 7th Floor Space) of increases in Operating Expenses for the applicable calendar year (or partial calendar year)Adjustment Year over the Operating Expenses for the Base Year, monthly during the Term with the payment of Monthly Base Rent; (2b) The Rent Adjustment Deposit representing Tenant’s Share of increases in Taxes for the applicable calendar year (or partial calendar year)Adjustment Year over the Taxes for the Base Year, monthly during the Term with the payment of Monthly Base Rent; and (3c) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) Adjustment Year shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) in excess of the Base Year Operating Expenses and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before in excess of the beginning of each calendar year or with Landlord’s Statement (as defined Base Year Taxes. If Operating Expenses and/or Taxes in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of any Adjustment Year decrease below the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and and/or Taxes for the first calendar yearBase Year for any reason, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Rent Adjustment Deposit for Operating Expenses and/or Taxes and to notify Tenant in writing thereofTaxes, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent case may be, for that Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may Year shall be given by Landlord from time to time during any calendar year throughout the Term$0. (cd) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a any portion of the Base Year or any calendar year Adjustment Year during the Term, an adjustment shall be made by Landlord shall make appropriate adjustments to the variable components of in computing Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine so that the amount of Operating Expenses that would have been paid or incurred by Landlord had shall be computed for such year as though the Building or Property been one hundred ninety-five percent (10095%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or a portion of the Base Year or any calendar year (or partial calendar year) during the TermAdjustment Year, then Taxes shall be adjusted to an amount which would have been payable in the Base Year or such calendar year (or partial calendar year) Adjustment Year if the Property had been fully assessed. In Tenant acknowledges that certain uncontrollable and extraordinary expenses can result in creating artificially high expenses during the event any other tenant Base Year. For the purpose of determining the amount of Operating Expenses included in the Building provides itself Base Year, the (i) amounts paid or incurred by Landlord for utilities or insurance shall be calculated as though there were no utility rate and or insurance premium increases imposed on Landlord during or prior to the Base Year due to extraordinary circumstances, including conservation surcharges, boycotts, embargoes or shortages or unavailability of customary insurance coverages at historic commercially reasonable rates; (ii) Landlord may disregard amounts paid or incurred by Landlord with a service of a type which Landlord would supply under this Lease without an additional or separate charge respect to Tenant, then any extraordinary Operating Expenses directly related to responding to incidents of civil unrest, terrorism or area-wide closures attributable to releases of airborne toxic agents, or any threats with respect to any of the foregoing, in determining the amount to be included in the Base Year, and (iii) for the purpose of determining the amount of insurance expenses, deductibles shall not be included (or be deemed to include have been included) in the cost Landlord would have incurred had Landlord provided such service to such other tenantBase Year. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments for any Adjustment Year that is a partial calendar year shall reflect be appropriately prorated. Landlord's determination of any such allocationsadjustments hereunder shall be made in good faith, but otherwise in its reasonable discretion.

Rent Adjustments. (a) From and after (i) the Phase I Rent Commencement Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows: (1) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may shall estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar yearyear during the Term, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year (but not more often than once in any calendar year) to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the TermTerm (but not more often than once in any calendar year). (c) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In additionTo the extent that any items of Operating Expense of which Tenant pays Tenant’s Share relate to buildings which contain both office and retail space, Landlord shall have the right, at its sole discretion, from time then with respect to time, to equitably allocate certain those Operating Expenses among only certain tenants which relate to the office space (and not the retail space), Tenant’s Share may be adjusted to reflect that fraction of all office space (excluding the Project as retail space) which is represented by the Premises. The benefit of any discount for any early payment or prepayment of Taxes shall accrue to any expense or cost that relates to a repair, replacement or service that benefits only those tenantsthe benefit of Tenant, and the Rent Adjustments such discount shall reflect any be subtracted from Tenant’s Share of such allocationsTaxes.

Rent Adjustments. The Annual Base Rent (aexcluding the 16th floor Annual Base Rent and the 4th floor Annual Base Rent) From for each and after every Lease Year during the term of this Lease (the "Subject Lease Year") shall be adjusted (subject to the limitations herein set forth ) as follows (the "Rent Adjustment"): (i) For the Phase I Base Year, an amount equal to an increase of $1.00 per RSF, which is a one time adjustment that shall be added to Annual Base Rent Commencement Date, as to in the Phase I Premises, Base Year only; and (ii) For each Lease Year thereafter, an amount equal to $.90 per RSF plus thirty percent (30%) of the Phase II product of (a) the Annual Base Rent Commencement Date(excluding the 16th floor Annual Base Rent and the 4th floor Annual Base Rent) plus $.90 per RSF, as to multiplied by (b) the Phase II Premisespercentage change (positive or negative) of the CPI for January of the Subject Lease Year over the CPI for the first full month of the Base Year; provided, Tenant however, that for any Lease Year the Incremental Rent Adjustment shall pay to Landlord not exceed three percent (3%) of the Adjusted Annual Base Rent (excluding the 16th floor Annual Base Rent and the 4th floor Annual Base Rent) for the immediately preceding Lease Year. Any abatement in Annual Base Rent or Rent Adjustments with respect provided by this Lease -2- shall be applied to each calendar year (or partial calendar year in reduce the case of amount due and owing by Tenant after the year in which the subject Rent Commencement Date and the Termination Date occur) as follows: (1) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess amount of the Rent Adjustment Deposits in accordance with Section 4.2for the Subject Year has been determined without regard to any past or present abatements. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before Neither the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate calculation of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to any Rent Adjustment nor the first determination by Landlord calculation of any limit on the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder provided in this paragraph shall include consideration of such year, and abatements in any component of the amount or revised amount due allocable calculation. 3. As an aid to months preceding such changethe interpretation of paragraph 5B of the Lease, attached as Exhibit A to this Amendment are sample calculations of the CPI adjustment. 4. The last estimate by Landlord As amended herein, the Lease shall remain in full force and effect and, except as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a changeexpressly amended herein, which notice may be given by Landlord from time to time during any calendar year throughout the Term. (c) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year)unaffected hereby. In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during conflict between the Termprovisions of this Amendment and the provisions of the Lease, then Taxes the provisions of this Amendment shall control. 5. This Sixth Amendment to Agreement of Lease is executed by American National Bank and Trust Company of Chicago, not personally, but in the exercise of the power and authority conferred upon and vested in it as Trustee of Trust No. 110513-07. It is expressly understood and agreed that nothing herein shall be adjusted to an amount which would have been payable construed as creating any liability whatsoever against Trustee, personally; and in such calendar year (or partial calendar year) if particularly, without limiting the Property had been fully assessed. In generality of the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenantforegoing, then Operating Expenses there shall be deemed no personal liability to include pay any indebtedness accruing hereunder or to perform any covenant, either express or implied, herein contained, or to keep, preserve, or sequester any property and all personal liability of every sort, if any, is hereby expressly waived by said Tenant and by every person now or hereafter claiming any right or security hereunder; and that, so far as the cost Landlord would have incurred had Landlord provided such service Trustee is concerned, the owner of any indebtedness or liability accruing hereunder shall look solely to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants assets of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, said Property and the Rent Adjustments shall reflect any such allocationsproceeds thereof for the payment thereof.

Rent Adjustments. (a) From and after (i) Commencing on the Phase I Rent Commencement Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows: (1) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent;; and (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Term. (c4) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocations.

Rent Adjustments. (a) From and after (i) the Phase I Rent Commencement Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) Adjustment Year as follows: (1i) The Rent Adjustment Deposit representing Tenant’s Share of increases in Operating Expenses for the applicable calendar year (or partial calendar year)Adjustment Year over the Operating Expenses for the Base Year, monthly during the Term with the payment of Monthly Base Rent; (2ii) The Rent Adjustment Deposit representing Tenant’s Share of increases in Taxes for the applicable calendar year (or partial calendar year)Adjustment Year over the Taxes for the Base Year, monthly during the Term with the payment of Monthly Base Rent; and (3iii) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) Adjustment Year shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) in excess of the Base Year Operating Expenses and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before in excess of the beginning of each calendar year or with Landlord’s Statement (as defined Base Year Taxes. If Operating Expenses and/or Taxes in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of any Adjustment Year decrease below the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and and/or Taxes for the first calendar yearBase Year for any reason, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Rent Adjustment Deposit for Operating Expenses and/or Taxes and to notify Tenant in writing thereofTaxes, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent case may be, for that Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may Year shall be given by Landlord from time to time during any calendar year throughout the Term$0. (civ) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a any portion of the Base Year or any calendar year Adjustment Year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for the Base Year or such calendar year (or partial calendar year)Adjustment Year, employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred ninety-five percent (10095%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for the Base Year or such calendar year (or partial calendar year)Adjustment Year. In the event that the Property is not fully assessed for all or a portion of the Base Year or any calendar year (or partial calendar year) during the TermAdjustment Year, then Taxes shall be adjusted to an amount which would have been payable in the Base Year or such calendar year (or partial calendar year) Adjustment Year if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocations.

Rent Adjustments. The square footage of the Premises and ----------------- the Building set forth in the Schedule shall be confirmed by Landlord's and Tenant's architects upon completion of final plans for the construction of the Premises pursuant to Appendix D and thereafter shall be conclusively deemed to be the actual square footage thereof, without regard to any subsequent re- measurement of the Premises or the Building during the initial Term. If Landlord's and Tenant's architects are unable to confirm the square footage of the Building and Premises within thirty (a30) From days of the completion of the final plans for construction of the Premises, then the two architects shall, within forty-five (45) days of the completion of the final plans for the Premises, select a third architect that has not been employed by either Landlord or Tenant and after (i) such third architect shall promptly determine the Phase I Rent square footage of the Building and the Premises. All determinations shall be made in accordance with BOMA. Landlord and Tenant shall each bear the costs of its architect and shall share equally the cost of the third architect. If, for any reason, the square footages of the Building and Premises have not been determined as herein provided by the Commencement Date, as to all obligations of Tenant hereunder that are based upon the Phase I square footages of either or both of the Building and the Premises, including Tenant's obligation to pay Base Rent, Operating Cost Share Rent and (ii) Tax Share Rent, shall be determined using the Phase II Rent Commencement Datesquare footages set forth in the Schedule. When the square footages of the Building and Premises have been finally determined as provided herein, as to all obligations of Tenant hereunder that are based upon the Phase II square footages of either or both of the Building and the Premises, including Tenant's obligation to pay Base Rent, Operating Cost Share Rent and Tax Share Rent, shall be adjusted to reflect such determination and, if the Commencement Date has already occurred, any overpayment by Tenant shall pay to be refunded by Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) as follows: (1) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from any underpayment by Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share paid within thirty (30) days of such determination. If any Operating Expenses for such calendar Cost paid in one fiscal year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before the beginning of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior relates to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar more than one fiscal year, Landlord may estimate proportionately allocate such amounts in Operating Cost among the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Termrelated fiscal years. (c) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocations.

Rent Adjustments. (a) From It is the intention of the parties hereto that Impositions and after (i) Operating Expenses shall be paid by the Phase I Rent Commencement Datetenants of the Building, as Additional Rent, with each tenant paying its pro rata share of such expenses (said amount being referred to herein as Tenant's "Expense Contribution"). On or before January 1st of each year Landlord shall estimate the Phase I Premisestotal Impositions and Operating Expenses expected to be incurred during the calendar year beginning on such January 1st. The amount of the estimated Impositions and Operating Expenses shall be multiplied by Tenant's Share (as defined in Subparagraph 5(e) above), and (ii) subject to receipt of the Phase II Rent Commencement Date, as to the Phase II Premisesstatements required below, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year one- twelfth (or partial calendar year in the case 1/12th) of the year in which the subject Rent Commencement Date and the Termination Date occur) said amount as follows: (1) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year)Additional Rent, monthly during the Term with the payment of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before At the beginning end of each calendar year or with the actual cost of Impositions and Operating Expenses shall be reasonably determined by Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant's Share of such costs shall be compared to the amounts paid by Tenant. If the amount paid during the year by Tenant in writing for Impositions and Operating Expenses exceeds Tenant's Share of its estimate the actual cost of Impositions and Operating Expenses, the amount of such excess shall be refunded to Tenant, or, at Tenant's option, applied to the payment of Rent next becoming due. If the amount paid during the year by Tenant for Impositions and Operating Expenses is less than Tenant's Share of the actual cost of Impositions and Taxes Operating Expenses, Landlord shall present to Tenant an invoice in the amount of Tenant's underpayment, which amount shall be due and payable within thirty (30) days of the invoice date. Landlord and Tenant hereby agree that the Tenant's Expense Contribution (on an annualized basis) attributable to the calendar year 1995 is approximately Five and 93/100 Dollars ($5.93) per square foot (the "Floor Amount") of rentable area in the Premises. (c) with respect to any payment made by Tenant as Additional Rent hereunder, Tenant shall be entitled to review, within ninety (90) days following the end of each calendar year, or with respect to the year in which this Lease terminates or expires, within ninety (90) days following such termination or expiration, such accounting records or other records of Landlord, which in the reasonable judgment of Tenant are pertinent or applicable to such Additional Rent; provided, however, that Landlord shall not be required to produce any record or records for review by Tenant, if such production and review would, in the reasonable judgment of Landlord cause Landlord to be in violation of any applicable laws, regulations or agreements. In the event that Tenant shall, in good faith, dispute any amount paid as such Additional Rent during the applicable calendar year, Tenant shall submit to Landlord in writing the actual amount in dispute and shall set forth in reasonable detail the reason or reasons that such amount is being disputed by Tenant. Landlord shall have thirty (30) days from the date that Landlord shall receive such notice to remit the disputed amount to Tenant or to notify Tenant of its election to select an independent certified public accountant (the "CPA") to resolve such dispute. Tenant shall be entitled to approve the CPA selected by Landlord, provided that such approval shall not be unreasonably withheld or delayed. The decision of such CPA shall be binding upon Landlord and Tenant, and no appeal may be taken from such decision. The fees of such CPA shall be paid by the party whose position is held to be in error; provided, however, that if several items are disputed and a part of such items are determined in favor of one party and a part in favor of the other party, the fees of such CPA shall be divided between the parties on an equitable basis by the CPA making the decision. If Tenant shall fail to object to any Additional Rent paid hereunder within one hundred eighty (180) days following the end of the calendar year in which such Additional Rent was paid, neither Landlord nor Tenant shall have any right to thereafter dispute or question the amount or propriety of any item of Additional Rent so paid in and for such calendar year. Prior Landlord and Tenant agree that in no event will the Additional Rent be reduced pursuant to this Paragraph 6(c) to an amount per square foot less than the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the TermFloor Amount. (cd) For purposes of determining Rent AdjustmentsNotwithstanding the foregoing, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar year) during the Term, then Taxes shall be adjusted to an amount which would have been payable in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with consumes utilities or other Building services in a service manner or to a degree which is materially in excess of a type which Landlord would supply under this Lease without an additional or separate charge to that consumed by Tenant, then or otherwise causes Operating Expenses shall to be deemed incurred in a manner which is materially disproportionate to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In additionthat of Tenant (based upon amount of space occupied), Landlord shall have the rightthen Landlord, at its sole discretionexpense, from time will cause such services to timebe separately metered to the applicable tenant, to equitably allocate certain or otherwise adjust Tenant's Share of Operating Expenses among only certain tenants of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocationsensure equitable responsibility therefor.

Rent Adjustments. (a) From and after (i) 3.1 In addition to Base Rent, for each calendar year during the Phase I Rent Commencement Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premisesterm of this Lease, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case as additional rent, either of the year in which the subject Rent Commencement Date and the Termination Date occur) as followsfollowing: (1a) The Rent Adjustment Deposit representing If Item 6 of Basic Lease Provisions is applicable, the amount computed by multiplying Tenant’s 's Proportionate Share of (as hereafter defined) by the Operating Expenses for the applicable calendar year Expense Overage (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due as defined in excess of the Rent Adjustment Deposits in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar yearParagraph 3.6). (b) On or before If Item 7 of Basic Lease Provisions is applicable, the beginning of each calendar year or with Landlord’s Statement amount computed by multiplying Tenant's Proportionate Share by the amount by which Total Operating Expenses (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant Paragraph 3.9) for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar year, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of after the Base Year exceed Total Operating Expenses and/or Taxes and to notify Tenant in writing thereoffor the Base Year; provided, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such yearhowever, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Term. (c) For purposes of determining Rent Adjustments, that if the Building or Property is not fully occupied during all or a portion of any calendar year (as defined below) during the Termentire Base Year, Landlord shall make appropriate adjustments to the variable components of Total Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, shall be adjusted to determine reflect the amount of Total Operating Expenses that would have been paid or incurred by Landlord had if the Building or Property been one hundred percent (100%) occupied, and the amount so determined shall be deemed to have been the amount of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not were fully assessed for all or a portion of any calendar year (or partial calendar year) occupied during the Termentire Base Year. As used herein, then Taxes fully occupied shall be adjusted to an amount which would have been payable in such calendar year (mean occupancy of not less than 80% of the rentable area of the Building. Whether Paragraph 3.1(a) or partial calendar year3.1(b) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In additionis applicable, Landlord shall have the rightright to estimate in advance the amount due from Tenant for any calendar year and to charge Tenant therefor on a monthly basis. In such case, at its sole discretionTenant shall pay one-twelfth (1/12th) of such amount on the first day of each month during such year. Any overpayments or underpayments will be adjusted as set forth in Paragraph 3.3. 3.2 Landlord shall endeavor to provide Tenant with a written notice of the estimated Total Operating Expenses, from time as hereinafter defined. No delay by Landlord in delivering to timeTenant any such notices shall affect Tenant's obligations hereunder, to equitably allocate certain which shall be effective as of the date specified in any such notice. 3.3 Within one hundred twenty (120) days after the end of each calendar year during the lease term, Landlord shall provide Tenant with a written statement of the actual Total Operating Expenses among only certain tenants of for that year. If actual Total Operating Expenses should exceed the Project as estimated Total Operating Expenses for such year, then Tenant shall pay to any expense or cost that relates Landlord the additional amount due to a repair, replacement or service that benefits only those tenants, and the Rent Adjustments shall reflect any such allocationsLandlord within thirty (30) days.

Rent Adjustments. (a) From and after (i) It is acknowledged that, based on certain re-measurements at the Phase I Rent Commencement Date, as Building which have been applied to the Phase I Premises, and measurement of the Additional Premises hereunder (ii) the Phase II Rent Commencement Date, as but which has not been applied to the Phase II measurement of the Original Premises), Tenant the “Rentable Area of the Building” shall pay be different as it relates to Landlord determining Rent Adjustments with respect under the Lease relative to each the Additional Premises as opposed to determining Rent Adjustments under the Lease relative to the Original Premises. Accordingly, for the calendar year (or partial calendar year in the case of the year in which the subject Rent Additional Premises Commencement Date falls (the “Commencement Date Calendar Year”), and for all subsequent years falling in whole or in part during the Termination Date occur) as follows: (1) The Rent Adjustment Deposit representing term, Tenant’s 's Share of Operating Expenses and Taxes (i.e., Rent Adjustments under the Lease) provided for in Article Four of the Original Lease shall be calculated separately for the applicable calendar year (or partial calendar year)Additional Premises, monthly during apart from the remainder of the Premises. Tenant's obligation to pay Rent Adjustments relative to the Additional Premises hereunder shall commence with the Additional Premises Commencement Date and shall thereafter continue for the balance of the Term with the payment of Monthly Base Rent; (2) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year), monthly during the Term with the payment of Monthly Base Rent; and (3) Any Rent Adjustments due in excess of the Rent Adjustment Deposits Lease, subject, however, to certain abatements thereof as and to the extent described in accordance with Section 4.2. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar yearParagraph 6(c) shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) and Tenant’s Share of Taxes for such calendar year (or partial calendar year)below. (b) On or before For purposes of calculating Rent Adjustments payable on account of the beginning of each calendar year or Additional Premises for the Commencement Date Calendar Year and for subsequent years, as provided in Paragraph 6(a) above, “Tenant's Share” shall be determined in accordance with Landlord’s Statement (as defined the definition thereof set forth in Section 4.2 below1.3(37) of the Original Lease, except that the numerator of the ratio described therein shall be 30,402 square feet of Rentable Area (i.e., being the Rentable Area of the Additional Premises as set forth in Paragraph 2 hereinabove), Landlord may estimate and notify Tenant in writing of its estimate the denominator of the amount ratio described therein shall be 814,118 square feet of Operating Expenses and Taxes payable by Tenant Rentable Area (i.e., being the stipulated Rentable Area of the Building that shall be used for such calendar year. Prior purposes of determining Rent Adjustments relative to the first determination by Landlord Additional Premises under the Lease), resulting in a Tenant's Share attributable to the Additional Premises equal to 3.734%. For purposes of calculating Rent Adjustments payable on account of the amount of Operating Expenses and Taxes Original Premises for the first Commencement Date Calendar Year and for all subsequent calendar yearyears (or portions thereof) within the Term of the Lease, Landlord may estimate such amounts as provided in Paragraph 6(a) above, “Tenant's Share” shall be determined in accordance with the definition thereof set forth in Section 1.3(37) of the Original Lease, except that the numerator of the ratio described therein shall be 228,688 square feet of Rentable Area (i.e., being the Rentable Area of the Original Premises as set forth in Paragraph 2 hereinabove), and the denominator of the ratio described therein shall be 770,130 square feet of Rentable Area (i.e., being the stipulated Rentable Area of the Building set forth in the foregoing calculation. Landlord Original Lease that shall have continue to be used for purposes of determining Rent Adjustments relative to the right from time Original Premises under the Lease), resulting in a Tenant's Share attributable to time during any calendar year the Original Premises equal to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Term29.6947%. (c) For purposes Notwithstanding the terms of determining Paragraphs 6(a) and 6(b) above, it is agreed that Tenant shall be entitled to an abatement of Rent AdjustmentsAdjustments attributable to the Additional Premises for each of the Additional Premises Abatement Months (as defined in Paragraph 5 above). The foregoing abatement of Rent Adjustments attributable to the Additional Premises shall not otherwise affect Tenant's obligation to pay all other amounts due and owing under the Lease during each such respective Additional Premises Abatement Month (including, if without limitation, all Rent Adjustments due and payable with respect to the Building or Property Original Premises), nor shall it affect any other obligations of Tenant under the Lease, and provided further, that such abatement of Rent Adjustments attributable to the Additional Premises shall not apply for any Additional Premises Abatement Month during which a monetary default occurs under the Lease, which monetary default is not fully occupied during all or a portion of any calendar year during thereafter cured within applicable notice and cure periods under the TermLease. (d) All Rent Adjustments described in this Paragraph 6 shall be payable at such times, Landlord shall make appropriate adjustments to the variable components of Operating Expenses for in such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) occupiedmanner, and the amount so determined shall be deemed to have been the amount in accordance with such procedures (i.e., including payment of Operating Expenses for such calendar year (or partial calendar year). In the event that the Property is not fully assessed for all or a portion of any calendar year (or partial calendar yearmonthly estimates and annual reconciliations) during the Term, then Taxes shall be adjusted to an amount which would have been payable as set forth in such calendar year (or partial calendar year) if the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants Article Four of the Project as Original Lease relative to any expense or cost that relates to a repair, replacement or service that benefits only those tenants, and the payment of Rent Adjustments shall reflect any such allocationsthereunder.

Rent Adjustments. (a) From and after (i) the Phase I Rent Commencement Date, as to the Phase I Premises, and (ii) the Phase II Rent Commencement Date, as to the Phase II Premises, Tenant shall pay to Landlord Rent Adjustments with respect to each calendar year (or partial calendar year in the case of the year in which the subject Rent Commencement Date and the Termination Date occur) Adjustment Year as follows: (1i) The Rent Adjustment Deposit representing Tenant’s Share of Operating Expenses for the applicable calendar year (or partial calendar year)Adjustment Year in excess of Operating Expenses for the Operating Expenses Base Year, monthly during the Term with the payment of Monthly Base Rent; (2ii) The Rent Adjustment Deposit representing Tenant’s Share of Taxes for the applicable calendar year (or partial calendar year)Adjustment Year in excess of Taxes for the Taxes Base Year, monthly during the Term with the payment of Monthly Base Rent; and (3iii) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.24.02. Rent Adjustments due from Tenant to Landlord for any calendar year (or partial calendar year) Adjustment Year shall be Tenant’s Share of Operating Expenses for such calendar year (or partial calendar year) in excess of Operating Expenses for the Operating Expenses Base Year and Tenant’s Share of Taxes for such calendar year (or partial calendar year). (b) On or before the beginning in excess of each calendar year or with Landlord’s Statement (as defined in Section 4.2 below), Landlord may estimate and notify Tenant in writing of its estimate of the amount of Operating Expenses and Taxes payable by Tenant for such calendar year. Prior to the first determination by Landlord of the amount of Operating Expenses and Taxes for the first calendar yearTaxes Base Year. Notwithstanding the foregoing, Landlord may estimate such amounts in the foregoing calculation. Landlord shall have the right from time to time during any calendar year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in (a) Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and of the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change, which notice may be given by Landlord from time to time during any calendar year throughout the Term. (c) For purposes of determining Rent Adjustments, if the Building or Property is not fully occupied during all or a portion of any calendar year during the Term, Landlord shall make appropriate adjustments to the variable components Share of Operating Expenses for such calendar year (or partial calendar year), employing sound accounting and management principles consistently applied, to determine the amount of Operating Expenses that would have been paid or incurred by Landlord had the Building or Property been one hundred percent (100%) occupied, and the amount so determined shall be deemed to have been the amount 2006 in excess of Operating Expenses for such calendar year the Operating Expenses Base Year, and (or partial calendar year). In b) Tenant’s Share of Taxes for 2006 in excess of Taxes for the event that Taxes Base Year, shall each be multiplied by a fraction, the Property is not fully assessed for all or a portion numerator of any calendar year (or partial calendar year) during the Term, then Taxes which shall be adjusted to an amount which would have been payable the number of days in such calendar year (or partial calendar year) if 2006 from and after the Property had been fully assessed. In the event any other tenant in the Building provides itself with a service of a type which Landlord would supply under this Lease without an additional or separate charge to Tenant, then Operating Expenses shall be deemed to include the cost Landlord would have incurred had Landlord provided such service to such other tenant. In addition, Landlord shall have the right, at its sole discretion, from time to time, to equitably allocate certain Operating Expenses among only certain tenants first anniversary of the Project as to any expense or cost that relates to a repair, replacement or service that benefits only those tenantsCommencement Date, and the Rent Adjustments denominator of which shall reflect any such allocationsbe 365.