Common use of Rents Clause in Contracts

Rents. 3.1 Subtenant shall pay to Sublandlord rent at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached hereto, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant All paid rents, or unpaid rents not currently due, together with any other sums paid by tenants (other than security deposits), under the Leases, shall pay to Sublandlord rent be prorated in cash. In the event that, at the rate per annum equal time of Closing, there are any past due or delinquent rents owing by any tenants of the Property, Highwoods shall have the exclusive right to collect such past due or delinquent rents and shall remit to Owner in cash to the Sublease Rent as shown on Exhibit C attached heretoextent, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition only to the effectiveness extent, that the aggregate rents received by Highwoods from each such tenant owing past due or delinquent rents exceed the sum of this Sublease, Subtenant shall make an advance payment of one (1A) month’s Sublease Rent to be applied the aggregate rents and other sums payable by such tenant for periods from and after the Closing Date to the first date of receipt, and (1stB) full month’s Sublease Rentany reasonable and necessary amounts expended by Highwoods to collect such past due or delinquent rents. Regardless Highwoods shall have no obligation to collect or enforce collection of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be any such past due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for or delinquent rents from or against any partial month or year during the Term, as appropriatetenant; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be if Highwoods has not collected and remitted past due until or delinquent rents within one hundred twenty (20120) days after Sublandlord Closing, or initiated litigation within such 120 day period which is diligently pursued to completion, Owner shall have furnished Subtenant with notice thereofbe entitled to pursue the same, together with and to retain all amounts which it is able to collect in connection therewith. In the event that, after Closing, Owner receives any payments of rent or other sums due from tenants under Leases that relate to periods from and after Closing, Owner shall promptly forward to Highwoods' its portion of such payments. It is agreed by Highwoods that the sums to be paid by tenants referred to in this Section 12.03 shall include all property operation costs "pass throughs" for the year 1996 not paid on a copy of monthly basis but rather at the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect end of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining calendar year after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses being invoiced therefor. These sums shall be reduced paid to Owner in cash when paid by reason of audit or otherwise, the reduced amount tenants. Highwoods shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect use reasonable effort to periods invoice tenants for "pass throughs" as promptly as is practicable after Closing. If Highwoods has not collected and remitted such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods "pass throughs" within one hundred twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20120) days after Sublandlord’s delivery the Closing, or initiated litigation within such one hundred twenty (120) day period which is diligently pursued to Subtenant of Overlandlord’s invoicecompletion, pay Owner shall be entitled to pursue the same and to retain all amounts which it is able to collect in connection therewith. Additionally, all paid rents, or reimburse Sublandlord for all costs and expenses payable unpaid rents due under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure Ground Leases shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed prorated in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereofcash. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant All rents, percentage rents, common area charges, operating expenses, real estate taxes, parking charges and other costs or charges paid by tenants under the Leases and licensees under the Licenses (collectively, “Rents”) shall pay to Sublandlord rent at be prorated as of the rate per annum equal Apportionment Time (as defined below), to the Sublease Rent as shown on Exhibit C attached hereto, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition extent actually collected by Seller prior to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to Closing Date. All Rents received from tenants or licensees after Closing by Seller or Purchaser will first be applied to such charges as are then due for the first (1st) full month’s Sublease Rent. Regardless of month in which Closing occurs and prorated appropriately between the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing parties based on the Commencement Apportionment Time, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. For a period of nine (9) months after the Closing Date, Subtenant Purchaser shall, at no out-of-pocket cost to it, cooperate with Seller’s efforts to collect from the tenants and licensees all Rents that are delinquent for the period prior to Closing. Purchaser shall pay remit to Sublandlord additional rent equal Seller any Rents received by Purchaser subsequent to SubtenantClosing which are attributable to periods prior to Closing within ten (10) Business Days from Purchaser’s Proportionate Share receipt of such Rents, less third party, out-of-pocket costs reasonably incurred by Purchaser in collecting such delinquent rent, together with appropriate supporting documentation. Seller shall remit to Purchaser any Rents received by Seller subsequent to Closing which are attributable to periods from and after Closing within ten (10) Business Days from Seller’s receipt of such Rents, together with appropriate supporting documentation. With respect to any Rents that are delinquent for the Tax Payment period prior to Closing, Seller shall have the extent that same exceeds right to pursue all rights and remedies against the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay applicable tenants or licensees to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriaterecover such delinquencies; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord Seller shall not be deemed a Default entitled to dispossess such tenants or licensees, disturb their possession of their leased premises, seek any involuntary bankruptcy of any tenant or licensee, or take any non-judicial action that is calculated to materially interfere with such tenants’ or licensee’s ability to operate their businesses and satisfy their obligations under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereundertheir Leases or Licenses. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rentApportionment Time” shall refer mean 11:59 p.m. Pacific time on the date immediately prior to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designateClosing Date. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant shall pay to Sublandlord rent at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached hereto, payable in equal monthly installments in advance commencing on the Commencement Date and on the first Rents (1st) day of each month thereafterincluding, without notice from Sublandlordlimitation, proestimated pass-rated through payments, payments for any partial month. Simultaneously upon execution of this Sublease common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”) collected by Seller prior to Closing shall be prorated as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16Closing Date. During the period after Closing, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant Purchaser shall pay deliver to Sublandlord additional rent equal to Subtenant’s Proportionate Share Seller Rents accrued but uncollected as of the Tax Payment Closing Date for the three (3) months prior to Closing, to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriatesubsequently collected by Purchaser; provided, however, that (except Purchaser shall apply Rents received at or after Closing first to payment of Rents due for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy the month of the related xxxx Closing, then to Rents due for periods from and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of after the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator serviceClosing Date, and thereafter up to three (e3) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay months of delinquent Rents owed to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such paymentSeller. Notwithstanding the foregoing, Subtenant “true up” payments received from tenants attributable to a year-end reconciliation of actual and budgeted pass-through payments shall have the right to request such additional day to day services, be allocated between Seller and Purchaser in accordance with their respective period of ownership as set forth in (a)-(e) hereofSection 4.2.5 below. Seller shall have the right, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or emailafter Closing, to proceed against tenants for Rents allocable to the party designated period of Seller’s ownership of the Property, so long as Seller takes no action that could result in writing by Sublandlord, termination of any such request if Lease without the estimated cost prior written consent of such service is greater than One Thousand Dollars ($1,000.00) per service requestPurchaser in each instance, which may be withheld in Purchaser’s sole and absolute discretion. Subtenant’s failure Purchaser agrees that it shall use commercially reasonable efforts to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in collect all pass-through rents payable by tenants for the event that Subtenant fails to so notify Sublandlord year of Closing and for any delinquent Rents for the three (3) times within months prior to Closing (provided, however, that Purchaser shall have no obligation to institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents or to terminate any six (6) month period, then Lease). The amount of any unapplied security deposits under the next such failure Leases held by Seller in cash at the time of Closing shall be deemed to be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. If any deposits are in the form of a Default hereunder. Subtenant letter of credit or other non-cash security, Seller shall payassign Seller’s interest, as additional rentif any, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to any such person as Sublandlord shall from time deposit at Closing at no cost to time designateSeller. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant Rents shall be apportioned as and when collected and paid to Transferor or Transferee, as applicable, as provided in this Article VI. Any Rents collected by the Joint Venture (which, for purposes of this Section 6.01, shall include Rents collected by any property manager or other agent acting for the Joint Venture) subsequent to the Closing (whether due and payable prior to or subsequent to the Adjustment Point) shall be adjusted as of the Adjustment Point, and any portion thereof properly allocable to periods prior to the Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be paid by Transferees to Transferors (pro rata in accordance with their respective Percentage Interests) after the Closing Date not less than 30 days after the close of the month in which such amount was received by the Joint Venture, but subject to the further provisions of this Section 6.01 in the case of Rents due prior to the Adjustment Point. If prior to the Closing the Joint Venture shall have collected, or if subsequent to the Closing either Transferor shall collect, any Rents (which, for the purposes of this Section 6.01, shall include Rents collected by any Managing Agent or other agent acting directly or indirectly for Transferors) which are properly allocable in whole or in part to periods subsequent to the Adjustment Point, the portion thereof so allocable to periods subsequent to the Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be credited to Transferees by Transferors at the Closing or, if collected after the Closing, promptly remitted by the Transferor collecting the same to Transferees. As used in this Section 6.01 the term "costs of collection" shall mean and include reasonable attorneys' fees and other costs incurred by the Joint Venture, Transferees or Transferors in collecting any Rents, but shall not include the regular fees payable to any property manager for the Mall, the payroll costs of any employees or any other internal costs or overhead of Transferors, Transferees or their respective Affiliates. (a) One week prior to the Closing Transferors shall deliver to Transferees (i) a list of all Tenants and Adjoining Owners which are delinquent in payment of Rents as at the Adjustment Point, which list shall set forth the amount of each such delinquency, the period to which each such delinquency relates and the nature of the amount due and (ii) a list of each Tenant and Adjoining Owner which paid percentage or overage rent based on sales or gross income during the fiscal year in which the Closing Date occurs and the amount so paid by each such Tenant or Adjoining Owner through the Adjustment Point. All amounts collected by the Joint Venture from each delinquent Tenant or Adjoining Owner within 30 days after the Closing, net of costs of collection, if any, shall be deemed to be in payment of Rents (or the specific components of Rents) for the month in which the Closing occurs, next in payment of Rents (or the specific components of Rents) then due on account of any month after the month in which the Closing occurs and finally in payment of delinquent Rents (or the specific components of Rents) which are in arrears as of the first day of the month in which the Closing occurs, as set forth on such list. All amounts collected by the Joint Venture from each delinquent Tenant or Adjoining Owner more than 30 days after the Closing, net of costs of collection, if any, shall be deemed to be in payment of Rents (or the specific components of Rents) then due on account of each month after the month in which the Closing occurs, next in payment of Rents (or the specific components of Rents) due for the month in which the Closing occurs and (b) Transferees shall use commercially reasonable efforts to cause the Joint Venture to bill xxx collect any delinquencies set forth on the list delivered by Transferors pursuant to Section 6.01(a) for a period of 18 months after the Closing and the amount thereof, as, when and to the extent collected by the Joint Venture, shall, if due to Transferors pursuant to the provisions of Section 6.01(a), be paid by Transferees to Transferors (pro rata in accordance with their respective Percentage Interests), net of costs of collection, if any, properly allocable thereto, not less than 30 days after the close of the month in which such amount was received by the Joint Venture. In no event shall the Joint Venture be obligated to institute any actions or proceedings or to seek the eviction of any Tenant or Adjoining Owner in order to collect any such delinquencies. (c) Following the Closing, Transferees shall submit or cause to be submitted to Transferors, within 30 days after the end of each calendar month up to and including the calendar month ending on December 31, 1999, but only so long as any delinquencies shall be owed to Transferors, a statement which sets forth all collections made by the Joint Venture from the Tenants and Adjoining Owners which owe such delinquencies through the end of such calendar quarter. Transferors shall have the right upon prior written notice and not more than once per quarter, following the Closing until 90 days after receipt by Transferor of the last monthly statement required hereunder, at Transferors' expense, to examine and audit so much of the books and records of the Joint Venture as relate to such delinquencies in order to verify the collections reported in such monthly statements. (d) Transferees agree not to permit the Joint Venture to waive or settle any delinquency owed in whole or in part to Transferors without the prior written consent of Transferors, which consent may be granted or withheld in Transferors' sole discretion. (e) With respect to that portion of the Rents which constitute percentage or overage rents, or other amounts payable by Tenants or Adjoining Owners based upon the sales or gross receipts of such entities, the following shall apply: (i) at the Closing and/or, in the case of percentage or overage rents which are in arrears or are payable in other than monthly installments, subsequent to the Closing, percentage or overage rents shall be apportioned as provided in the other paragraphs of this Section 6.01 in the case of Rents generally provided that such amounts shall only be credited or paid to the party entitled thereto upon receipt of such amounts by the Joint Venture or Transferors, as the case may be, from the Tenant or Adjoining Owner; and (ii) following the end of the fiscal year or lease year, as appropriate, on account of which such percentage or overage rents are payable by each Tenant or Adjoining Owner and receipt by the Joint Venture of any final payment on account thereof due from such Tenant or Adjoining Owner (including any amount due as a result of an audit conducted by Transferors or Transferees), Transferees shall pay to Sublandlord rent at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached heretoTransferors (pro rata in accordance with their respective Percentage Interests), payable in equal monthly installments in advance commencing on the Commencement Date net of costs of collection and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord)audit, if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of , the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portionexcess, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If (A) the amount of the Base Operating Expenses shall be reduced percentage or overage rents actually paid by reason such Tenant or Adjoining Owner on account of audit such entire fiscal year or otherwiselease year, as appropriate, multiplied by a fraction, the reduced numerator of which is the number of months (including any fraction of a month expressed as a fraction) of such fiscal or lease year, as appropriate, which occurred prior to the Adjustment Point and the denominator of which is 12 or such lesser number of months (including any fraction of a month expressed as a fraction) as may have elapsed in such fiscal year or lease year, as appropriate, prior to the expiration of the Lease or Operating Agreement in question over (B) all amounts theretofore received by Transferors (directly or through the Joint Venture) on account of the percentage or overage rents in question for such fiscal year or lease year, as appropriate. If in any case the amount shall be used provided for in computing Subtenant’s liability under Section 3.3 hereof, with (B) above exceeds the amount provided for in (A) above, (f) With respect to periods that portion of Rents which are payable on an annual, semiannual or other nonmonthly basis, Transferees shall cause the Joint Venture to use commercially reasonable efforts to bill xxx collect all such payments which become due after such reduction and for recomputing Subtenant’s liability with respect the Closing, which payments, to the extent allocable to periods prior to the Adjustment Point, shall be paid by Transferees to Transferors (pro rata in accordance with their respective Percentage Interests) not less than 30 days after the close of the month in which such reductionamount was received by the Joint Venture, subject to costs of collection, if any, properly allocable thereto. Subtenant With respect to that portion of Rents that are attributable to payments of expenses such as common area/mall maintenance changes, merchants' or other association charges or advertising and promotional charges, such Rents shall be apportioned based on which parties directly or indirectly paid or will pay Sublandlord any additional amounts due in the correlating expenses for the relevant period. With respect to that portion of Rents which are billed on an index-based formula or on an estimated basis during the fiscal or other period for which paid, at the end of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, fiscal or other acts period Transferees shall cause the Joint Venture to determine whether the items in question have been overbilled or omissionsunderbilled. If there has been an overbilling and an overbilled amount has been received, including (a) supplemental chilled or condenser waterTransferors jointly and severally agree to pay to Transferees, (b) above building standard or overtime HVACpromptly after request by Transferees, (c) extra cleaning, (d) overtime or dedicated freight elevator servicethe portion of such overbilled amount which is properly allocable to the period prior to the Adjustment Point, and promptly thereafter Transferees shall cause the Joint Venture to reimburse the entire overbilled amount to the Tenants and/or Adjoining (eg) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay Notwithstanding anything to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as contrary set forth in this Section 6.01, Transferors shall be entitled to receive, and Transferees shall pay to Transferors (a)-(epro rata in accordance with their respective Percentage Interests) hereofnot less than 30 days after the close of the month in which such amount was received by the Joint Venture, directly from Overlandlordnet of costs of collection, provided that Subtenant shall promptly notify Sublandlordif any, properly allocable thereto, (i) all amounts payable by telephone or emailTenants and Adjoining Owners on account of Impositions which, pursuant to the party designated in writing by Sublandlordterms of Section 6.03(a), of any such request if the estimated cost of such service it is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure Transferors' obligation to so notify Landlord pay and discharge, which amounts shall not be deemed a Default under this Sublease, provided however, apportioned between Transferors and Transferees in the event that Subtenant fails same manner as the Impositions to so notify Sublandlord three which they relate and (3ii) times within all amounts payable by Tenants and Adjoining Owners on account of utilities which, pursuant to the terms of Sections 6.03(b) and/or 6.03(c), it is Transferors' obligation to pay and discharge, which amounts shall he apportioned between Transferors and Transferees in the same manner as the utilities to which they relate. (h) Any advance rental deposits or payments held by the Joint Venture on the Closing Date and applicable to periods of time subsequent to the Adjustment Point, and any six (6) month periodsecurity deposits held by the Joint Venture on the Closing Date, then together with interest thereon, if any, which, under the next such failure terms of the applicable Leases, is payable to the Tenants thereunder, shall be deemed paid or credited to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon Transferees at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunderClosing.

Rents. 3.1 Subtenant All collected rents and other payments from tenants, licensees or other occupants under the Leases shall be prorated between Seller and Purchaser as of midnight on the day prior to the Closing Date. Seller shall be entitled to all rents, charges, and other revenue of any kind attributable to any period under the Leases to but not including the Closing Date. Purchaser shall be entitled to all rents, charges and other revenue of any kind attributable to any period under the Leases on and after the Closing Date. Minimum rent, percentage only rent and additional rent shall be prorated for the month in which Closing occurs. Percentage rent (as contrasted to percentage only rent) shall be apportioned on a Lease-by-Lease basis as follows: (i) subject to the balance of this subparagraph, Seller shall retain all percentage rent payments received by it on and prior to the Closing Date and Purchaser shall retain all percentage rent payments received by it after the Closing Date; (ii) on the Closing Date, Seller shall deliver to Purchaser a statement of all percentage rent collected by Seller with respect to the Subject Lease Year on a Lease-by-Lease basis along with a copy of the percentage rent invoices and sales reports which support those collections; (iii) for each Lease, not later than forty-five (45) days after the date that gross sales for the Subject Lease Year are finally determined, Purchaser shall deliver to Seller a statement of all percentage rent collected by Purchaser with respect to that Lease along with a copy of the annual reconciliation of percentage rent owed under the applicable Lease for the Subject Lease Year and the related sales information backup; and, (iv) for each Lease, within fifteen (15) days after the date the statement and reconciliation described in subsection (iii) above is delivered to Seller, Purchaser shall pay to Sublandlord Seller or Seller shall pay to Purchaser, whichever is applicable, the positive difference between (A) the total percentage rent at the rate per annum equal collected by that party with respect to the Sublease Rent as shown on Exhibit C attached hereto, payable in equal monthly installments in advance commencing on Subject Lease Year and (B) the Commencement Date and on the first (1st) day product of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent the average daily percentage rent received with respect to the Subject Lease Year after taking into account the annual reconciliation and (2) the actual number of days that party was the Owner of the Property during the Subject Lease Year (with Purchaser being deemed to be applied to the first (1st) full month’s Sublease Rent. Regardless owner as of the method of charging for electricity selected in Section 1.16Closing Date). For example, if the tenant’s Lease Year runs from February 1 to January 31, the Sublease Rent does not include electricity. 3.2 Commencing Closing Date occurs on February 16, 2006, Seller collects $0 percentage rent for the Commencement DateSubject Lease Year, Subtenant and Purchaser collects $700,000 percentage rent for the Subject Lease Year, then Purchaser shall pay to Sublandlord additional Seller $28,767.12 ($700,000 - ($1,917.811 x 15 days)). As used herein, the term "Lease Year" means the twelve (12) month period as to which annual percentage rent equal is owed under each Lease and “Subject Lease Year” means, for each Lease, the Lease Year in which the Closing Date occurs. Seller shall be entitled to Subtenant’s Proportionate Share continue or commence audits of percentage rent and percentage only rent under the Leases for the Lease Year immediately prior to the Subject Lease Year, and shall have the right to settle the same in its sole discretion. Rents, CAM charges, utility charges, tax charges and other revenue or reimbursements due landlord under the Leases not collected as of the Tax Payment to Closing Date shall not be prorated at the extent that same exceeds time of Closing, but for a period of twelve (12) months after the Base Taxes. 3.3 Commencing on the Commencement Closing Date, Subtenant Purchaser shall pay make a reasonable, good faith effort to Sublandlord additional rent equal to Subtenantcollect the same on Seller’s Proportionate Share of behalf by invoicing delinquent tenants on a monthly basis for all past due amounts (which obligation shall survive the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord Closing and shall not be pro-rated for any partial month or year during merged in the Term, as appropriateDeed); provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord Purchaser shall have furnished Subtenant with notice thereofno obligation (unless Purchaser elects in its sole discretion) to enforce its rights under the Leases in a court of law or equity, together with a copy to threaten such enforcement, or to commence any action or proceeding whatsoever to enforce its rights under the Leases. All rents, CAM charges, utility charges, tax charges and other reimbursements due landlord under the Leases collected by Purchaser on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection for periods from and after the related xxxx Closing Date (i.e., current rents and relevant supporting documentation from Overlandlord (or a copy thereof any other sums due Purchaser as received by Sublandlord from Overlandlordthe current Owner and landlord), if any. 3.5 If Overlandlord shall issue next to Sublandlord any credit or refund the actual costs incurred by Purchaser to third parties in respect of a Tax Payment or Operating Payment relating to any part of collecting these amounts, with the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord balance (if any) payable to Seller promptly upon receipt for rents and (b) within thirty (30) days of receipt thereofany other sums due prior to the Closing Date, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) be applied in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount reverse chronological order of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reductiondate on which same became due. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of Seller may not bring suit against any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights tenant to collect any rents such sums unless the tenant is a tenant in other shopping centers owned by Seller or an affiliate of Seller, in which may have become due pursuant case Seller shall be permitted to this Subleasebring suit against that tenant. Subtenant’s liability In no event shall Seller seek or threaten eviction of any tenant in the Property. Purchaser shall receive a credit against the Purchase Price for rents accruing during pre-paid rentals held by Seller covering the Termperiod post-Closing. Advertising or marketing funds collected by Seller prior to Closing, net of expenses not assumed by Purchaser, will be credited against the Purchase Price at Closing. Notwithstanding anything herein to the contrary, Seller shall retain all rights and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon claims against tenants and former tenants in bankruptcy which are no longer in possession at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunderProperty.

Rents. 3.1 Subtenant All rents and utility reimbursements under the Tenant Leases (except as hereinafter provided) shall pay be prorated between Buyer and Seller. Seller shall be entitled to Sublandlord rent at retain all paid rent, utility reimbursements and other items allocable to the rate per annum period prior to the Closing, and Buyer shall be entitled to retain all rent, utility reimbursements and other items allocable to the period from and after the Closing Date. Seller shall deliver or provide a credit against the Purchase Price in an amount equal to all prepaid rentals for periods from and after the Sublease Rent as shown on Exhibit C attached hereto, payable in equal monthly installments in advance commencing on the Commencement Closing Date and on the first all refundable security or pet deposits (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing foregoing were made by tenants under the Tenant Leases and are not applied or forfeited prior to the Closing Date) to Buyer on the Commencement Closing Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share . Rents and utility reimbursements which are delinquent as of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord Closing Date shall not be deemed prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date for a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord period of three (3) times within any six months following the Closing (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 but Buyer shall not be applicable required to electricitylitigate or 2890904.5 15 declare a default under any Tenant Lease). To the extent Buyer receives rents or utility reimbursements on or after the Closing Date, such payments shall be applied first toward the rent and utility reimbursements for the month in which is covered by Section 9 hereof. 3.8 As used hereinthe Closing occurs, then to the term “additional rent” shall refer rent and utility reimbursements owed to all sums of money Buyer in connection with the Tenant Leases for which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rentsuch payments are received, and then to any delinquent rents and utility reimbursements owed to Seller, with Seller’s share thereof being promptly delivered to Seller. For a period of three (3) months following the terms “rent” Closing, Buyer may not waive any delinquent rents nor modify the Tenant Leases so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of such amounts without first obtaining Seller’s written consent. Buyer shall include Seller’s delinquent xxxxxxxx in its statements for a period of three (3) months following the Closing. Seller shall not have and “hereby waives any right to pursue any remedy against any existing tenant owing delinquent rents” , utility reimbursements and any other amounts owing to Seller, and Seller shall both refer not be entitled to Sublease Rent terminate any such Tenant Lease or such tenant’s right to possession. Buyer shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Tenant Lease). With respect to delinquent rents and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset any other amounts or deduction other rights of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rentrelating thereto. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant shall pay Borrower and Tenant jointly and severally acknowledge that the Deed of Trust provide for the direct payment to Sublandlord rent at the rate per annum equal Lender of all rents and other monies due and to the Sublease Rent as shown on Exhibit C attached hereto, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition become due to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments Borrower under the corresponding provisions Lease upon the occurrence of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, certain conditions as set forth in the Deed of Trust without Lender's taking possession of the Premises or otherwise assuming Borrower's position or any of Borrower's obligations under the Lease. Upon receipt from Lender of written notice to pay all such rents and other monies to or at the direction of Lender, Borrower authorizes and directs Tenant thereafter to make all such payments to or at the direction of Lender, releases Tenant of any and all liability to Borrower or any and all payments so made, and shall defend, indemnify and hold Tenant harmless from and against any and all claims, demands, losses, or liabilities asserted by, through, or under Borrower (a)-(eexcept by Lender) hereoffor any and all payments so made. Upon receipt of such notice, directly Tenant thereafter shall pay all monies then due and becoming due from OverlandlordTenant under the Lease to or at the direction of Lender, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, notwithstanding any provision of the Lease to the party designated in writing contrary. Tenant agrees that neither Lender's demanding or receiving any such payments, nor Lender's exercising any other right, remedy, privilege, power or immunity granted by Sublandlordthe Deed of Trust, will operate to impose any liability upon Lender for performance of any such request if obligation of Borrower under the estimated cost Lease unless and until Lender elects otherwise in writing. Such payments shall continue until Lender directs Tenant otherwise in writing. Tenant agrees not to pay any rent under the Lease more than 30 days in advance without Lender's consent. The provisions of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall Paragraph 5 will apply from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when throughout the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all term of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease RentLease. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant All fixed and additional rentals under the Tenant Leases, refundable security deposits and other tenant charges shall pay to Sublandlord rent at be prorated between Buyer and Seller, Seller being charged and credited for all of the rate per annum equal same allocable to the Sublease Rent as shown on Exhibit C attached hereto, payable in equal monthly installments in advance commencing on period up to the Commencement Closing Date and on Buyer being charged and credited for all of the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition same allocable to the effectiveness of this Sublease, Subtenant period from and after the Closing Date. Seller shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month deliver or year during the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the an amount equal to Subtenant’s Proportionate Share of such credit all prepaid rentals for periods from and after the Closing Date and all refundable security deposits listed on Exhibit M-1 which are not applied or refund remaining after deducting therefrom: 3.5.1 forfeited prior to the portionClosing Date pursuant to the applicable Tenant Leases to Buyer on the Closing Date. At Closing, if any, of such credit or refund resulting from any reduction in Taxes and Assessments Seller shall commence the transfer to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share Buyer of any costs security deposits which are held in the form of letters of credit (the “SD Letters of Credit”) if the same are transferable at Closing; if any of the SD Letters of Credit are not transferable, Seller shall request the tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of Buyer in replacement thereof and expensesin the event such existing letter of credit is not transferred or such new letter of credit is not issued in favor of Buyer by Closing, including attorneys’ feesBuyer shall diligently pursue such transfer or replacement, incurred as applicable, after Closing and, until such transfer or issuance, Seller shall take all reasonable action, as directed by Sublandlord Buyer and at Buyer’s expense, in connection with compelling Overlandlord to obtain the presentment of such credit or refund. 3.6 If SD Letters of Credit for payment as permitted under the amount terms of the Base Operating Expenses applicable Tenant Lease, and in consideration of Seller’s agreement as aforesaid, Buyer shall indemnify, defend and hold Seller harmless from any liability, damage, loss, cost or expense arising out of the SD Letters of Credit after the Closing. Such indemnification shall survive the Closing. Rents that are delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Buyer shall not be required to litigate or declare a default in any Tenant Lease). To the extent Buyer receives rents on or after the Closing Date, such payments shall be reduced by reason applied first toward the payment of audit or otherwisethen current rent owed to Buyer in connection with the applicable Tenant Lease for which such payments are received, the reduced amount with Seller’s share thereof being promptly delivered to Seller, and any excess monies received shall be used applied toward any delinquent rents owed to Buyer and then any excess to Seller. Buyer may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in computing Subtenantwhich Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s liability under Section 3.3 hereof, written consent. Buyer shall make commercially reasonable collection efforts with respect to periods after such reduction delinquent rents and for recomputing Subtenant’s liability with respect any other amounts owed to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty Seller hereunder (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord but shall not be deemed required to litigate or declare a Default under this Sublease, provided however, default in the event that Subtenant fails any Tenant Lease). With respect to so notify Sublandlord three (3) times within delinquent rents and any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset amounts or deduction other rights of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rentrelating thereto. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant Rents and other charges payable by tenants under the Leases ("Rents") shall pay be apportioned as and when collected. Any Rents collected by Purchaser (which shall include Rents collected by any agent acting for Purchaser) subsequent to Sublandlord rent the Closing (whether due and payable prior to or subsequent to the Closing Date) shall be adjusted as of the 11:59 p.m. on the Closing Date (the "Adjustment Point"), and any portion thereof properly allocable to periods prior to the Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be paid by Purchaser to Seller (or such parties as may be directed by Seller) promptly after the collection thereof by Purchaser, but subject to the further provisions of this Section in the case of Rents due prior to the Adjustment Point. If prior to the Closing Seller, the Joint Ventures and their respective Subsidiaries shall have collected any Rents (which shall include Rents collected by any agent acting for such parties) which are properly allocable in whole or in part to periods subsequent to the Adjustment Point, the portion thereof so allocable to periods subsequent to the Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be credited to Purchaser by Seller at the rate per annum equal Closing. As used in this Section the term "costs of collection" shall mean and include reasonable attorneys' fees and other costs incurred by Purchaser or Seller, the Joint Ventures and their respective Subsidiaries in collecting any Rents, but shall not include the regular fees payable to any property manager for the Property, the payroll costs of any of Seller's, the Joint Ventures' or Purchaser's employees or any other internal costs or overhead of Seller, the Joint Ventures and their respective Subsidiaries or Purchaser. 1) Ten (10) business days prior to the Sublease Rent Closing, Seller shall deliver to Purchaser a list of all tenants which are delinquent in payment of Rents as shown on Exhibit C attached heretoof the Adjustment Point, payable which list shall set forth the amount of each such delinquency, the period to which each such delinquency relates and the nature of the amount due itemizing separately, as applicable, fixed monthly rent, tax reimbursements, common area maintenance, operating expense escalations, electric charges, charges for tenant services, charges for overtime services, percentage rent and other charges, if any. Any amount collected by Purchaser after the Closing Date, from tenants who owe Rents for periods prior to the Closing Date, shall be applied (i) first, in equal monthly installments payment of Rents for the month in advance commencing which the Closing Date occurs (the "Closing Month"), (ii) second, in payment of Rents for the periods preceding the Closing Month, and (iii) third, in payment of Rents for the periods following the Closing Month. Each such amount, less any costs of collection (including reasonable counsel fees) reasonably allocable thereto, shall be adjusted and prorated as provided above, and the party who receives such amount shall promptly pay over to the other party the portion thereof to which it is so entitled. 2) Purchaser shall use commercially reasonable efforts to xxxx and collect any delinquencies set forth on the Commencement Date list delivered by Seller pursuant to this Section for a period of six (6) months after the Closing and on the first (1st) day of each month thereafteramount thereof, without notice from Sublandlordas, pro-rated for any partial month. Simultaneously upon execution of this Sublease when and as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds collected by Purchaser, shall, if due to Seller or the Base Taxes. 3.3 Commencing on Joint Ventures pursuant to the Commencement Dateprovisions of this Section, Subtenant be paid by Purchaser to Seller (or such parties as directed by Seller), less any costs of collection (including reasonable counsel fees) reasonably allocable thereto, promptly after the collection thereof by Purchaser. In no event shall pay Purchaser be obligated to Sublandlord additional rent equal institute any actions or proceedings or to Subtenant’s Proportionate Share seek the eviction of any tenant in order to collect any such delinquencies. Thereafter, Seller and the Operating Payment Joint Ventures shall have the right to xxx tenants to collect such delinquencies and Purchaser shall cooperate (but shall not be obligated to spend any money unless Seller or the Joint Ventures have agreed to reimburse Purchaser therefor) with Seller and the Joint Ventures to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Termreasonably necessary, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord Seller shall have furnished Subtenant with notice thereof, together with a copy of no right to cause any such tenant to be evicted or to exercise any other "landlord" remedy (as set forth in the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if anyLease) against such tenant other than to xxx for collection. 3.5 If Overlandlord 3) Following the Closing and upon the written request of Seller and the Joint Ventures, as applicable, Purchaser shall issue submit or cause to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating be submitted to any part of the TermSeller, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days after the end of each calendar quarter up to and including the calendar quarter which includes the date that is six (6) months after the Closing Date, but only so long as any delinquencies shall be owed to Seller or the Joint Ventures, a statement which sets forth all collections made by Purchaser from the tenants which owe such delinquencies through the end of such calendar quarter. Seller shall have the right from time to time following the Closing until ninety (90) days after receipt by Seller of the last quarterly statement required hereunder, at Seller's expense, to examine and audit so much of the books and records of Purchaser as relate to such delinquencies in order to verify the collections reported by Purchaser in such quarterly statements. 4) Purchaser agrees not to waive or settle any delinquency owed in whole or in part to Seller or the Joint Ventures without the prior written consent of Seller, which consent may be granted or withheld in Seller's sole discretion. 5) With respect to that portion of Rents which are payable on an annual, semiannual or other non-monthly basis, all such payments which become due after the Closing, to the extent allocable to periods prior to the Adjustment Point, shall be paid by Purchaser to Seller (or such parties as may be directed by Seller) promptly after receipt thereof, pay subject to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share costs of such credit or refund remaining after deducting therefrom: 3.5.1 the portioncollection, if any, properly allocable thereto. With respect to that portion of Rents that are attributable to payments of expenses such as common area maintenance charges, association charges or advertising and promotional charges, such Rents shall be apportioned based on which party paid or will pay the correlating expenses for the relevant period. With respect to that portion of Rents which are billed on an index-based formula or on an estimated basis during the fiscal or other period for which paid, at the end of such credit fiscal or refund resulting from any reduction other period Purchaser shall determine whether the items in Taxes question have been over billed or under billed (or over- or under-estimated, as applicable). If there has been an over billing or over-estimation and Assessments an over billed/estimated amount has been received, Seller shall, promptly after request by Purchaser, pay to Purchaser the portion of such over billed/estimated amount which is properly allocable to the period prior to the Adjustment Point (to the extent such amount was actually received), and promptly thereafter Purchaser shall reimburse the entire over billed/estimated amount to the tenants which paid the same. If there has been an amount less than the Base Taxes under billing or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwiseunder-estimation, the reduced additional amount shall be used in computing Subtenant’s liability under Section 3.3 hereofbilled by Purchaser to the tenants and any amount received by Purchaser, with respect net of costs of collection, if any, to periods after such reduction and for recomputing Subtenant’s liability with respect the extent properly allocable to periods prior to the Adjustment Point shall promptly be paid by Purchaser to Seller (or such reductionparties as may be directed by Seller). Subtenant In the event that a tenant requires an audit with respect to an over-billing or under-billing that relates to the time period prior to the Adjustment Point, Purchaser shall pay Sublandlord promptly notify Seller and Seller may either (i) conduct such audit at its sole cost and expense, in which case Seller shall consult with Purchaser in the conduct of same and Purchaser shall reasonably cooperate with Seller and provide Seller with reasonable access to any additional amounts due books and records reasonably necessary to conduct such audit or (ii) decline to conduct such audit, in respect of which case Seller shall reimburse Purchaser for the reasonable costs incurred by Purchaser to conduct such audit relating to the time period prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of to the supporting documentation received by Sublandlord (if any)Adjustment Point. 3.7 Subtenant shall, within twenty (206) days after Sublandlord’s delivery Notwithstanding anything to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as contrary set forth in this Section, Seller (a)-(eor such parties as may be directed by Seller) hereofshall be entitled to receive, directly from Overlandlordand Purchaser shall pay to Seller (or such parties as may be directed by Seller) promptly after receipt thereof, provided that Subtenant shall promptly notify Sublandlordnet of costs of collection and reasonable attorneys' fees, if any, properly allocable thereto, (i) all amounts payable by telephone tenants on account of all real estate and personal property taxes, general and special assessments, water and sewer charges, license fees and other fees and charges assessed or emailimposed by governmental authorities upon the Properties (the "Impositions") which, pursuant to the party designated in writing by Sublandlordterms of this Section, of any such request if the estimated cost of such service it is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails Seller's obligation to pay any additional rent when due, Sublandlord shall have all of and discharge (to the rights and remedies provided for herein extent Seller either paid such amounts or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make Purchaser received a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due credit therefor pursuant to this SubleaseSection), which amounts shall be apportioned between Seller and Purchaser in the same manner as the Impositions to which they relate and (ii) all amounts payable by tenants on account of utilities which, pursuant to the terms of this Section, it is Seller's obligation to pay and discharge (to the extent Seller either paid such amounts or Purchaser received a credit therefor pursuant to this Section), which amounts shall be apportioned between Seller or such Joint Venture and Purchaser in the same manner as the utilities to which they relate. Subtenant’s liability for rents accruing during Notwithstanding anything to the Termcontrary set forth in this Section, Purchaser shall be entitled to receive, and Sublandlord’s Seller shall pay to Purchaser promptly after receipt thereof, net of costs of collection and reasonable attorneys' fees, if any, properly allocable thereto, (i) all amounts payable by tenants on account of Impositions which, pursuant to the terms of this Section, it is Purchaser's obligation to refund overpayments pay and discharge (to the extent Purchaser either paid such amounts or Seller received a credit therefor pursuant to this Section), which amounts shall be apportioned between Seller and Purchaser in the same manner as the Impositions to which they relate and (ii) all amounts payable by tenants on account of utilities which, pursuant to the terms of this Section, it is Purchaser's obligation to pay and discharge (to the extent Purchaser either paid such amounts or adjustments Seller (or a party designated by Seller) received a credit therefor pursuant to rents paid this Section), which amounts shall be apportioned between Seller and Purchaser in the same manner as the utilities to it which they relate. 7) Any advance rental deposits or payments held by SubtenantSeller, a Joint Venture or their respective Subsidiaries on the Closing Date and applicable to periods of time subsequent to the Adjustment Point, and any security deposits held by such parties on the Closing Date, together with interest thereon, if any, which, under the terms of the applicable Leases, is payable to the tenants thereunder, shall survive the expiration be paid or sooner termination of this Sublease. 3.11 If Subtenant fails credited to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon Purchaser at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunderClosing.

Rents. 3.1 Subtenant shall pay to Sublandlord rent at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached hereto, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply Purchaser will receive a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portionfor all prepaid Rents, if any, paid by any tenants. Rents under the Leases will be adjusted and pro rated on an “if as and when collected” basis. If, on the Closing Date, there are any unpaid rents for the month of Closing or past due Rents owed by any tenant for any prior period, Rents collected by Purchaser after the Closing Date from such tenants will be applied first, to amounts due Purchaser for periods following the month in which the Closing occurred, second, to the month of Closing; third, to amounts due Seller for the month prior to Closing; and fourth, to amounts due Seller for periods prior to the month before the Closing occurred. The party receiving such amount shall pay to the other party the portion to which it is entitled, within ten (10) days of its receipt of same. (a) Supplementing subsection (a) above, additional or escalation rent based upon: (x) a percentage of sales or (y) tenant’s share of real estate taxes, operating expenses, labor costs, costs of living indices or xxxxxx’x wages (collectively, “Overage Rent”) shall be adjusted and pro rated on an if, as and when collected basis. The following shall apply to the extent Overage Rent is billed on the basis of Landlord’s estimates or an annual budget, which is subject to subsequent reconciliation and readjustment with each such tenant at the end of the applicable year: (i) At least two (2) business days prior to the Closing Date, Seller shall provide Purchaser with a reconciliation statement for calendar year 2015 through the end of the calendar month preceding the Closing Date, with all necessary supporting documentation, as to the Overage Rent paid by the tenants for calendar year 2015. Such reconciliation statement shall indicate any difference between the Overage Rent paid by the tenants (based on Seller’s annual 2015 budget for real estate taxes and operating expenses) and the amount that should have been paid by the tenants through the Closing Date (based on the actual expenses covering such time period); (ii) If the Seller has collected more on account of such credit or refund resulting Overage Rent than such actual amount for such time period (with it being acknowledged that such calculation shall be made only with respect to actually collected Overage Rent sums for such time period, and not any such sums that may be so receivable from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expensestenants), and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If then the amount of the Base Operating Expenses such difference shall be reduced by reason of audit or otherwise, credited to Purchaser at the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after Closing; (iii) If Seller has collected less from the tenants for Overage Rents than the actual amounts for such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month time period, then the next amount of such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All under-collected rents shall be payable in lawful money credited to Seller at Closing; (iv) Any Seller proposed prorations relating to Overage Rent shall be subject to Purchaser’s review and reasonable approval. Upon written request of either party to the United States at such place and to such person other delivered on or before March 31, 2016, Overage Rent shall be reprorated as Sublandlord shall from time to time designateof Closing. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction (b) The provisions of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, Section 11.3 shall survive the expiration or sooner termination Closing and the delivery of this Subleasethe Deed until March 31, 2016. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant shall pay to Sublandlord rent at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached hereto, payable in equal monthly installments in advance commencing on the Commencement Date and on the first Rents (1st) day of each month thereafterincluding, without notice from Sublandlordlimitation, proestimated pass-rated through payments, payments for any partial month. Simultaneously upon execution of this Sublease common area maintenance reconciliations and all additional charges payable by tenants under the Leases, (collectively, “Rents”) actually collected by Seller prior to Closing shall be prorated as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16Closing Date. During the period after Closing, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant Buyer shall pay deliver to Sublandlord additional rent equal to Subtenant’s Proportionate Share Seller any and all Rents accrued but uncollected as of the Tax Payment Closing Date to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriatesubsequently collected by Buyer; provided, however, that (except for subsequent continuing equal monthly payments) no such Buyer shall apply Rents received after Closing first to payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator servicecurrent Rent then due, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay thereafter to Overlandlord such payment or reimbursement made by Subtenant delinquent Rents – with the delinquent rents owed to Sublandlord hereunder, unless Sublandlord had already Buyer being paid Overlandlord such paymentfirst. Notwithstanding the foregoing, Subtenant “true up” payments received from tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments shall be allocated among Seller and Buyer pro rata in accordance with their respective period of ownership. Seller shall have the right to request such additional day proceed against tenants for Rents allocable to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, the period of Seller’s ownership of the Property provided that Subtenant Landlord commences any action against the Tenants within sixty (60) days after the Closing and diligently pursues the same, but may not xxx to evict, threaten to xxx to evict or otherwise dispossess such tenants. Seller shall promptly notify Sublandlord, by telephone or email, provide written notice to the party designated in writing by Sublandlord, of Seller prior to filing suit against any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due Tenant permitted pursuant to this SubleaseSection 5.g. Subtenant’s liability for Buyer agrees that it shall use commercially reasonable efforts to collect all pass-though rents accruing during the Termpayable by tenants and any delinquent Rents (provided, and Sublandlord’s however, that Buyer shall have no obligation to refund overpayments institute legal proceedings, including an action for unlawful detainer, against a tenant owing delinquent Rents). The amount of any unapplied security deposits under the Leases held by Seller in cash at the time of Closing (herein the “Security Deposits”) shall be credited against the Purchase Price; accordingly, Seller shall retain the actual cash deposits. To the extent any security deposits under any of the Leases are in the form of a letter of credit (i) Seller shall deliver the original of such letter of credit to Buyer at Closing and (ii) the parties shall execute and deliver any applicable transfer form in connection therewith and Seller shall cooperate with Buyer in good faith to endeavor to effectuate transfers of all such letters of credit in favor of Buyer on the Closing Date or adjustments as soon as practicable thereafter. Seller shall be responsible for paying, or causing to rents paid be paid, all transfer fees to it the extent applicable. If, after the Closing Date, but before any letter of credit has been assigned/reissued to Buyer as the beneficiary thereunder, a letter of credit needs to be drawn down upon, Buyer shall prepare documents for signature by Subtenantthe Seller and Seller shall execute such documents required to effectuate such drawdown. Seller shall incur no liability whatsoever as a result of executing such documents, effectuating such drawdown and/or the presentation of the letter of credit for drawdown. Buyer shall indemnify, defend and hold Seller from any and all losses, costs, liens, claims, causes of action, liability, damages and expenses (including, without limitation, court costs and reasonable attorneys’ fees) incurred in connection with or arising in any way from Seller’s execution of such documents, effectuating such drawdown and/or the presentation of the letter of credit for drawdown. This provision shall survive the expiration or sooner termination of this SubleaseClosing. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 3.1. Subtenant shall pay to Sublandlord rent (“Base Rent”) at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached heretoBase Rental Rate, payable in equal monthly installments in advance commencing on the Rent Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon Upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Base Rent to be applied to the first (1st) full month’s Sublease Base Rent. Regardless For purposes of this Sublease, (a) the “Rent Commencement Date” is the day that is thirty (30) days after the last day of the method of charging for electricity selected in Section 1.16Early Access Period, and (b) the Sublease Rent does not include electricity. 3.2 Commencing “Early Access Period” is the period commencing on the Commencement Date and ending on the date that is the earliest to occur of (i) fourteen (14) days after the Commencement Date, (ii) the date upon which Subtenant commences the operating of its business within the Sublease Premises; and (iii) the date upon which Subtenant substantially completes its wiring/cabling work and other initial work in the Sublease Premises. 3.2. Commencing on January 1, 2017, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s 's Proportionate Share of all amounts payable by Sublandlord attributable to increases in Tax Expenses above Tax Expenses for the Tax Payment to the extent that same exceeds the Sublease Real Estate Taxes Base TaxesYear. 3.3 3.3. Commencing on the Commencement DateJanuary 1, 2017, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s 's Proportionate Share of all amounts payable by Sublandlord attributable to increases in Operating Expenses above Operating Expenses for the Sublease Operating Payment to the extent that same exceeds the Expenses Base Operating ExpensesYear. 3.4 3.4. Subtenant’s 's payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment Expenses and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment Expenses shall be due on the dates on which Sublandlord’s 's payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriateyear; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty ten (2010) business 126547966 v6 days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if anySublandlord. 3.5 3.5. If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment Expenses or Operating Payment Expenses relating to any part of the Termperiod for which Subtenant is making corresponding payments under this Sublease, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay give to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount refund equal to Subtenant’s 's Proportionate Share of the portion of such credit or refund remaining after deducting therefrom: 3.5.1 3.5.1. the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments Tax Expenses to an amount less than the Tax Expenses for the Sublease Real Estate Taxes Base Taxes Year or to any reduction in Operating Expenses to an amount less than the Operating Expenses for the Sublease Operating Expenses Base Operating ExpensesYear, and 3.5.2 Subtenant’s Proportionate Share of 3.5.2. any reasonable costs and expenses, including reasonable attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain obtaining such credit or refund, except to the extent such costs and expenses are reimbursed by Overlandlord to Sublandlord pursuant to the Xxxxxxxxx. 3.6 3.6. If the amount of Tax Expenses for the Sublease Real Estate Taxes Base Year or the amount of Operating Expenses for the Sublease Operating Expenses Base Year shall be reduced (by reason of audit assessment reduction, audit, or otherwise), the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof3.2 or 3.3, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty ten (2010) business days of Sublandlord’s delivery of a xxxx therefor, therefor which shall be accompanied by a copy of the supporting documentation received by Sublandlord. Any overpayment of Operating Expenses or Tax Expenses by Subtenant shall be credited by the Sublandlord to the account of the Subtenant. 3.7. At Subtenant’s expense, upon Subtenant’s written request, Sublandlord shall (if any)it has not already done so for the applicable period and if Sublandlord then still has the right under the Xxxxxxxxx to do so for the applicable period) conduct a review and/or audit of Overlandlord’s books and records as permitted by, and subject to the restrictions of, Section 5.3 of the Original Xxxxxxxxx. Notwithstanding the foregoing, Subtenant shall not have such right if Subtenant is then in default under this Sublease, and Sublandlord may require a deposit to cover its costs of conducting a review and/or audit as a condition to commencing any such review and/or audit. 3.7 3.8. Subtenant shall, within twenty fifteen (2015) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoicewritten demand, pay or reimburse Sublandlord for all costs and expenses amounts payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment126547966 v6 3.9. Notwithstanding As used herein the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as term "additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” " shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Base Rent, and the terms “rent” and “term "rents” " shall both refer to Sublease Base Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 3.10. Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-offset‑off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when duedue (subject to any notice and cure periods contained in the Incorporated Provisions, as the same may be limited by Section 5.6 hereof), Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment non‑payment of Sublease Base Rent. 3.10 3.11. Sublandlord’s 's failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s 's failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s 's liability for rents accruing during the Termterm of this Sublease, and Sublandlord’s 's obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 3.1. Subject to Section 1.10 of this Sublease, Subtenant shall pay to Sublandlord rent (“Base Rent”) at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached heretoBase Rental Rate, payable in equal monthly installments (which are equal in amount over the applicable year or applicable shorter period) in advance commencing on the Base Rental Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial monthmonth or any period less than a year. Simultaneously upon Upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Base Rent to be applied to the first (1st) full month’s Sublease Base Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 3.2. Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of all amounts payable by Sublandlord attributable to increases in Real Estate Taxes above Real Estate Taxes for the Tax Payment to Sublease Real Estate Taxes Base Year (i.e., the extent that same exceeds average of the Base TaxesReal Estate Taxes payable for the 2004/2005 tax fiscal year and the Real Estate Taxes payable for the 2005/2006 tax fiscal year). 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses.3.3. [OMITTED] 3.4 3.4. Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment Real Estate Taxes shall be due on the dates on which Sublandlord’s payments under the corresponding provisions (relating to payments of additional rent on account of Real Estate Taxes) of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriateyear; provided, however, that (except for subsequent continuing equal monthly paymentspayments in the same or lesser amount) no such payment of any such additional rent shall be due until twenty (20the earlier of 1) the date that Sublandlord is required to make payment on account of such additional rent, or 2) ten days after Sublandlord shall have furnished Subtenant with notice thereofof such additional rent (to the extent Subtenant has received notice thereof from the Overlandlord), together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if anySublandlord. 3.5 3.5. If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment Real Estate Taxes relating to any part of the Termterm of this Sublease, and if Subtenant is not in default under this Sublease, and to the extent Subtenant has paid additional rent under this Sublease on account of the Real Estate Taxes with respect to which such credit or refund applies, then Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay give to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount refund equal to Subtenant’s Proportionate Share of the portion of such credit or refund remaining after deducting therefrom: 3.5.1 3.5.1. the portion, if any, of such credit or refund resulting from any reduction in Real Estate Taxes and Assessments to an amount less than the Real Estate Taxes for the Sublease Real Estate Taxes Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating ExpensesYear, and 3.5.2 Subtenant’s Proportionate Share of 3.5.2. any reasonable costs and expenses, including reasonable attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain obtaining such credit or refund. 3.6 3.6. If the amount of Real Estate Taxes for the Sublease Real Estate Taxes Base Operating Expenses Year shall be reduced (by reason of audit assessment reduction, audit, or otherwise), the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof3.2, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) ten days of Sublandlord’s delivery of a xxxx therefor, therefor which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any)Sublandlord. 3.7 3.7. [OMITTED]. 3.8. Subtenant shall, within twenty (20) ten days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoicedemand, pay or reimburse Sublandlord for all costs and expenses amounts payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, services or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 3.8 shall not be applicable to electricity, which is covered by Section 9 hereofhereto. 3.8 3.9. As used herein, herein the term “"additional rent” " shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Base Rent, and the terms “rent” and “term "rents” " shall both refer to Sublease Base Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 3.10. Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Base Rent. 3.10 3.11. Sublandlord’s 's failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s 's failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s 's liability for rents accruing during the Termterm of this Sublease, and Sublandlord’s 's obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant shall pay to Sublandlord rent at (i) All rentals, receipts and other revenues from the rate per annum equal to the Sublease Rent as shown on Exhibit C attached heretoProperty, payable in equal monthly installments in advance commencing on the Commencement Date including base rents, percentage rents and on the first additional rents (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected other than those referenced in Section 1.164(b) below) (collectively, "Rents") which have been actually received by Seller and which are payments under Leases for the Sublease Rent does not include electricity. 3.2 Commencing on period from and after the Commencement Closing Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be credited to Buyer, and Buyer shall be entitled to collect all Rents which are delinquent or due on or after the dates on Closing Date; (ii) All Rents collected by Buyer after the Closing Date with respect to each Lease for which Sublandlord’s Rent payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received delinquent at Closing by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within not more than thirty (30) days of receipt thereofshall (subject to Seller's retained right to sue therefor with rexxxct to delinquent Rents accruing prior to the Closing Date, pay to Subtenant the extent not paid or credited to Seller) be credited and paid by Buyer as follows: first to Seller for amounts due before the Closing Date, but unpaid prior to the Closing Date, and second to Buyer; (iii) All Rents collected by Buyer after the Closing Date with respect to each Lease for which Rent payments are delinquent at Closing by more than thirty (30) days shall (subject to Seller's retained right to sue therefor with rexxxct to delinquent Rents accruing prior to the Closing Date, to the extent not paid or at Sublandlord’s option, apply a credit or refundcredited to Seller) be credited and paid by Buyer as follows: first to Buyer in the an amount equal to Subtenant’s Proportionate Share amounts due as of such credit or refund remaining the date of collection but after deducting therefrom: 3.5.1 the portionClosing Date, if any, of such credit or refund resulting from any reduction and second to Seller in Taxes and Assessments to an amount less than equal to amounts due prior to the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs Closing Date and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount unpaid as of the Base Operating Expenses shall be reduced by reason of audit or otherwise, Closing Date; (iv) Notwithstanding the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereofforegoing, with respect to periods any Lease for which Rent is paid in arrears, Rent received by Buyer after such reduction and the Closing shall be credited to the Rent in arrears for recomputing Subtenant’s liability with respect the previous month before it is credited to periods current month or advance Rents; (v) Any delinquent Rents which, as so credited, relate in whole or part to any period prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which the Closing Date shall be accompanied remitted by a copy Buyer to Seller when collected by Buyer (net only of the supporting documentation received Buyer's proportionate share of any reasonable out-of-pocket collection expenses actually incurred by Sublandlord Buyer); and (if any). 3.7 Subtenant shall, within twenty (20vi) days after Sublandlord’s delivery In addition to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall any tenant improvements, leasing commissions or other monetary obligations of the landlord under Leases entered into after the Effective Date pursuant to Section 6(c) below, which obligations have the right to request such additional day to day servicesbeen paid by Seller, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed credited to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereofSeller. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant All fixed rent, percentage rent (“Percentage Rent”), common area maintenance (“CAM Charges”) and other reimbursement payments, and additional rent paid or payable by Tenants under the Leases (collectively, “Rent”) shall pay be prorated as of the Cutoff Time, except as otherwise provided herein. Seller will provide Buyer and Escrow Holder with a current rent roll as of the Closing Date to Sublandlord rent at facilitate the rate per annum computation of prorations. Any Rent received by Buyer or Seller after the Cutoff Time from any Tenant who owes Rent for periods prior to the Cutoff Time (“Delinquent Rent”), shall be applied, except as otherwise provided herein, (1) first, to Buyer, in an amount equal to the Sublease Rent currently due and payable post Closing by such Tenant to Buyer (2) second, to Seller and Buyer for the Rent for the month in which the Cutoff Time occurs, prorated as shown on Exhibit C attached hereto, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected Cutoff Time, (3) third, to Seller in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of Rent owed by such credit or refund remaining after deducting therefrom: 3.5.1 Tenant for all periods prior to the portionCutoff Time, and (4) the balance, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount Buyer. Delinquent Rent, less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs of collection (including reasonable counsel fees and expensescustomary disbursements) reasonably allocable thereto, including attorneys’ feesshall be prorated as provided above, incurred by Sublandlord and the party who receives such amount shall promptly pay over to the other party the portion thereof to which it is so entitled. In furtherance and not in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount limitation of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereofpreceding sentence, with respect to any Tenant which has paid all Rent for periods after such reduction and for recomputing Subtenant’s liability with respect to periods through the Closing, if, prior to the Closing, Seller shall receive any prepaid Rent from such reduction. Subtenant Tenant attributable to a period following the Closing, at the Closing Seller shall pay Sublandlord any additional amounts due in respect over to Buyer the amount of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such paymentprepaid Rent. Notwithstanding the foregoing, Subtenant Seller shall have the right right, upon notice to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or emailBuyer, to pursue Tenants to collect such Delinquent Rent (including, without limitation, the party designated in writing by Sublandlordprosecution of one or more lawsuits), of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord but Seller shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails entitled to so notify Sublandlord three evict (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset summary proceedings or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rentsuch Tenants. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant (1) All rentals, receipts and other revenues from the Property, including base rents, percentage rents and additional rents (other than those referenced in Section 4(b) below) and the last sentence of this Section 4(a)(i) (collectively, "Rents"), which have been actually received by Seller and which are payments under Leases for the period from and after the Closing Date, shall be credited to Buyer, and Buyer shall be entitled to collect all Rents which are delinquent or due on or after the Closing Date. Notwithstanding the foregoing, and the other provisions of this Section 4, Seller shall retain to the extent received by Seller, and Buyer shall pay to Sublandlord rent at the rate per annum equal Seller, if, when and to the Sublease extent received by Buyer (A) any Rents paid by Medical Data Exchange, for all or any portion of the months of November and December, 1997, which Rent as shown on Exhibit C attached heretosuch Tenant has indicated it will now agree to pay, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as pursuant to a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent Lease amendment to be applied executed (in lieu of free rent previously attributable to the first Tenant's occupancy during such months in 1997), and (1stB) full month’s Sublease Rent. Regardless of the method of charging any amounts paid by Medical Data Exchange as reimbursement for electricity selected in Section 1.16tenant improvement costs, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same the actual cost of tenant improvements exceeds the Base Taxesamount estimated by Seller for such work (approximately $124,064.00). 3.3 Commencing on (2) All Rents collected by Buyer after the Commencement DateClosing Date with respect to each Lease for which Rent payments are delinquent at Closing by not more than thirty (30) days, Subtenant shall pay including without limitation Rents and other amounts collected by Buyer pursuant to Sublandlord additional rent equal the last sentence of Section 4(a)(i) above, and subject to Subtenant’s Proportionate Share of Seller=s retained right to sue therefor with rxxxect to delinquent Rents accruing prior to the Operating Payment Closing Date (or with respect to Medical Data Exchange, prior to December 31, 1997), to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment not paid or credited to Seller, shall be credited and paid by Buyer as follows: first to Seller for amounts due on before the dates on Closing Date, but unpaid prior to the Closing Date, and second to Buyer; (3) All Rents collected by Buyer after the Closing Date with respect to each Lease for which Sublandlord’s Rent payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received delinquent at Closing by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within more than thirty (30) days of receipt thereofshall (subject to Seller's retained right to sue therefor with rxxxect to delinquent Rents accruing prior to the Closing Date, pay to Subtenant (the extent not paid or at Sublandlord’s option, apply a credit or refundcredited to Seller) be credited and paid by Buyer as follows: first to Buyer in the an amount equal to Subtenant’s Proportionate Share amounts due as of such credit or refund remaining the date of collection but after deducting therefrom: 3.5.1 the portionClosing Date, if any, of such credit or refund resulting from any reduction and second to Seller in Taxes and Assessments to an amount less than equal to amounts due prior to the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs Closing Date and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount unpaid as of the Base Operating Expenses shall be reduced by reason of audit or otherwise, Closing Date; (4) Notwithstanding the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereofforegoing, with respect to periods any Lease for which Rent is paid in arrears, Rent received by Buyer after such reduction and the Closing shall be credited to the Rent in arrears for recomputing Subtenant’s liability with respect the previous month before it is credited to periods current month or advance Rents; (5) Any delinquent Rents which, as so credited, relate in whole or part to any period prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which the Closing Date shall be accompanied remitted by a copy Buyer to Seller when collected by Buyer (net only of the supporting documentation received Buyer's proportionate share of any reasonable out-of-pocket collection expenses actually incurred by Sublandlord Buyer); and (if any). 3.7 Subtenant shall, within twenty (206) days after Sublandlord’s delivery In addition to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall any tenant improvements, leasing commissions or other monetary obligations of the landlord under Leases entered into after the Effective Date pursuant to Section 6(c) below, which obligations have the right to request such additional day to day servicesbeen paid by Seller, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed credited to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereofSeller. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant All collected rents and other payments from tenants under the leases shall pay be prorated between Seller and Buyer as of the day prior to Sublandlord the Closing Date. Seller shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges, and other revenue of any kind attributable to any period under the Leases prior to but not including the Closing Date. Buyer shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other revenue of any kind attributable to any period under the Leases on and after the Closing Date. Rents and expense escalations or other reimbursements due landlord under the Leases not collected as of the Closing Date shall not be prorated at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached heretotime of Closing, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant but Buyer shall make an advance payment a good faith effort to collect the same on Seller's behalf and to tender the same to Seller upon receipt (which obligation of one (1) month’s Sublease Rent to Buyer shall survive the Closing and not be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriatemerged therein); provided, however, that all rents, escalations and other reimbursements due landlord under the Leases collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection for post- Closing periods (except for subsequent continuing equal monthly paymentsi.e., current rents and sums due Buyer as the current owner and landlord) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord balance (if any) payable to Seller, but only to the extent of amounts delinquent and (b) within thirty (30) days of receipt thereof, pay actually due Seller. Buyer shall not have an exclusive right to Subtenant (or at Sublandlord’s option, apply a credit or refund) in collect the amount equal sums due Seller under the Leases and Seller hereby retains its rights to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 pursue any tenant under the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments Leases for sums due Seller for periods attributable to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount Seller's ownership of the Base Operating Expenses shall be reduced by reason of audit or otherwiseProperty ; provided, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereofhowever, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord Seller shall not be deemed a Default under this Sublease, provided however, in permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money termination of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when underlying lease. Seller's rights under the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, immediately preceding sentence shall survive the expiration or sooner termination of this SubleaseClosing and not be merged therein. Buyer shall receive a credit against the Purchase Price for pre-paid rentals held by Seller covering the period post-Closing. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant shall pay to Sublandlord rent (“Base Rent”) at the a rate per annum equal to the Sublease Rent as shown on Exhibit C attached heretoBase Rental Rate, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution Provided that Subtenant shall not be in default in any material respect under this Sublease, Base Rent shall be abated on the entire Sublease Premises for the following periods, (i) the one hundred five (105) day period commencing on the Nominal Commencement Date, (ii) the two (2) month period commencing on the first anniversary of this the Nominal Commencement Date, and (iii) the two (2) month period commencing on the second anniversary of the Nominal Commencement Date. 3.2 Commencing immediately after the Sublease Base Year and as a condition to continuing for the effectiveness balance of the term of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to amount by which Operating Expenses or Variable Operating Expenses (as such terms are defined in the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of Xxxxxxxxx) exceed the Operating Payment to Expenses or Variable Operating Expenses for the extent that same exceeds the Sublease Base Operating Expenses. 3.4 Year. Subtenant’s payments under this Section 3.2 in respect shall commence no earlier than January 1, 2007 and shall be made on an estimated basis (on the basis of reasonable, good faith estimates furnished by Sublandlord) during each calendar year, subject to reconciliation after Overlandlord issues its related annual statement under Article 3 of the Xxxxxxxxx. Subtenant’s Proportionate Share of a Tax Payment and payments under this Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment 3.2 shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriateyear; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty thirty (2030) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation . If Sublandlord shall receive from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment Operating Expenses or Variable Operating Payment relating to Expenses for any part of year after the TermSublease Base Year, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay give to Subtenant (or at Sublandlord’s option, apply a credit or refund) refund to be applied to the next subsequent monthly billing from Sublandlord to Subtenant in the an amount equal to Subtenant’s Proportionate Share of such the credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting received from any reduction in Taxes and Assessments to an amount Overlandlord less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain obtaining such credit or refund. 3.6 refund from Overlandlord. In no event shall the amount of the refund paid to Subtenant exceed the amount paid by Subtenant for Operating Expenses or Variable Operating Expenses with respect to that year. If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwiseVariable Operating Expenses for the Sublease Base Year is adjusted, the reduced adjusted amount shall be used in for computing Subtenant’s liability under this Section 3.3 hereof, 3.2 with respect to all periods after such reduction and for recomputing Subtenant’s liability with respect to all periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of all such prior periods within twenty thirty (2030) days of Sublandlord’s delivery of a xxxx therefor. 3.3 Commencing immediately after the Sublease Base Year and continuing for the balance of the term of this Sublease, Subtenant shall pay to Sublandlord Subtenant’s Share of the amount by which Taxes (as such term is defined in the Xxxxxxxxx) exceed Taxes for the Sublease Base Year. Subtenant’s payments under this Section 3.3 shall commence no earlier than January 1, 2007 and shall be accompanied made on an estimated basis (on the basis of estimates furnished by a copy Sublandlord) during each calendar year, subject to reconciliation after Overlandlord issues its related annual statement under Article 3 of the supporting documentation Xxxxxxxxx. Subtenant’s payments under this Section 3.3 shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until thirty (30) days after Sublandlord shall have furnished Subtenant with notice thereof. If Sublandlord shall receive from Overlandlord any credit or refund in respect of Taxes for any year after the Sublease Base Year, Sublandlord shall give to Subtenant a credit or refund to be applied to the next subsequent monthly billing from Sublandlord to Subtenant in an amount equal to Subtenant’s Share of the credit or refund received from Overlandlord less Subtenant’s Share of any reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred by Sublandlord in connection with obtaining such credit or refund from Overlandlord. In no event shall the amount of the refund paid to Subtenant exceed the amount paid by Subtenant for Taxes with respect to that year. If the amount of Taxes for the Sublease Base Year is adjusted, the adjusted amount shall be used for computing Subtenant’s liability under this Section 3.3 with respect to all periods after such reduction and for recomputing Subtenant’s liability with respect to all periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of all such prior periods within ten (if any)10) days of Sublandlord’s xxxx therefor. 3.7 3.4 Subtenant shall, within twenty thirty (2030) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoicewritten demand, pay or reimburse Sublandlord for all costs and expenses amounts payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, any goods or other acts or omissionsservices requested by Subtenant that are not included in services that Overlandlord is required under the Xxxxxxxxx to provide without additional charge, including (a) supplemental chilled or condenser waterwater (but Subtenant shall not be entitled to any supplemental chilled or condenser water available to Sublandlord under the Xxxxxxxxx), (b) above building standard or overtime HVACHVAC (and Subtenant understands that if it requests overtime HVAC it shall be liable for the amount payable under the Xxxxxxxxx in respect of providing the same to the entire floor on which the Sublease Premises are located), (c) extra cleaning, (d) overtime or dedicated freight elevator service, (e) keys, locks or signage, (f) construction of alterations, additions or improvements in or to the Sublease Premises, and (eg) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 3.4 shall not be applicable to electricity, electricity which is covered by Section Article 9 hereofbelow. 3.8 3.5 As used herein, herein the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Base Rent, and the terms “rent” and term “rents” shall both refer to Sublease Base Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designatedesignate in writing. Until Sublandlord shall otherwise direct in writing to Subtenant, rents shall be paid to The Xxxxxxx Xxxxx Group, Inc., Corporate Services-Financial Controls, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000. 3.9 3.6 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-offsetoff, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Base Rent. 3.10 3.7 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make issue a xxxx or demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during or pertaining to the Term, and Sublandlord’s obligation to refund overpayments term of or adjustments to rents paid to it by Subtenant, this Sublease shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant The rents and other income collected from tenants under the Leases in effect on the Redemption Apportionment Date or otherwise (including without limitation parking revenues) shall pay be prorated and adjusted as follows (all references to Sublandlord rent at the rate per annum equal “Leases” in this Section 8.4.3 shall be deemed to refer to the Sublease Rent as shown on Exhibit C attached heretoLeases of space in City Xxxxxxxx Xxxxx, payable Xxxx Xxxx 0 & 0, XxxxXxxx 0 & 4 and San Xxxxxx Plaza in equal monthly installments in advance commencing effect on the Commencement Date Redemption Apportionment Date): 8.4.3.1 All collected rent, and other collected income (and any applicable state or local tax on the first (1st) day of each month thereafterrent), without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition which are collected on or prior to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 Redemption Closing Date in respect of Subtenant’s Proportionate Share the month of a Tax Payment and Section 3.3 Redemption Closing under leases in respect of Subtenant’s Proportionate Share of an Operating Payment effect on the Redemption Closing Date shall be due prorated as of the Redemption Closing Date, with CalSTRS to be credited with its pro rata share of all rent and other income applicable to the period of time on or prior to the Redemption Closing Date, and the Company or TPG to be credited with any rent and other income collected before the Redemption Closing Date but applicable to any period of time from and after the Redemption Closing Date. Uncollected rent and other income shall not be prorated on the dates on Redemption Closing Date. Any rent received after the Redemption Closing but attributable to the month in which Sublandlord’s payments under the corresponding provisions Redemption Closing Date occurs shall be prorated in accordance with the first sentence of this Section 8.4.3.1, with CalSTRS receiving a credit for its pro rata share of the Xxxxxxxxx rent and income for the period up to the Redemption Closing Date. The Company and TPG shall apply rent and other income from tenants that are due collected after the Redemption Closing Date first to Overlandlord the month in which the Redemption Closing Date occurs as provided for above, second to such amounts accruing on and after the Redemption Closing Date, and third to such amounts accruing prior to the Redemption Closing Date. CalSTRS shall be pro-rated for not take action to collect any partial month rent or year during the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received other income owed by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability tenants with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any)Redemption Closing Date. 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant All collected rents and other payments from tenants under ----- the Leases shall pay be prorated between Prudential and REIT OP as of 12:00 a.m. midnight on the Closing Date. Prudential shall be entitled to Sublandlord all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges, and other revenue of any kind attributable to any period under the Leases to but not including the Closing Date. REIT OP shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations, subject to the provisions of Section 5.6), charges, ----------- reimbursements, payments, additional rent and other revenue of any kind derived from the Property (collectively, "RENTS") attributable to any period under the ----- Leases on and after the Closing Date. Rents due landlord under the Leases and not collected as of the Closing Date shall not be prorated at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached heretotime of Closing, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant but REIT OP shall make an advance payment a good faith effort to collect the same on Prudential's behalf and to tender the same to Prudential upon receipt (which obligation of one (1) month’s Sublease Rent to REIT OP shall survive the Closing and not be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriatemerged therein); provided, however, that all Rents due landlord under the Leases and collected by -------- ------- REIT OP on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (except for subsequent continuing equal monthly paymentsi.e., current rents and sums due REIT OP as the current owner and landlord) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord balance (if any) payable to Prudential, but only to the extent of amounts delinquent and (b) within thirty (30) days of receipt thereof, pay actually due Prudential. REIT OP shall not have an exclusive right to Subtenant (or at Sublandlord’s option, apply a credit or refund) in collect the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts sums due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable Prudential under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, Leases and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, Prudential hereby retains its rights to collect pursue any rents which may have become tenant under the Leases for sums due pursuant Prudential for periods attributable to this SubleasePrudential's ownership of the Property; provided that by the retention of such rights Prudential shall not retain any right to terminate any Leases after the Closing Date. Subtenant’s liability for rents accruing during Prudential's rights under the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, immediately preceding sentence shall survive the expiration or sooner termination Closing and not be merged therein. REIT OP agrees to cooperate as Prudential may reasonably require (at Prudential's expense) to enable Prudential to pursue after Closing the collection of this Subleasesuch amounts due Prudential from tenants, including making available to Prudential documents and records relating to such tenants' obligations. REIT OP shall receive a credit against the Contribution Price for pre-paid rentals held by Prudential under Leases covering the period post-Closing. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 3.1. From and after the Commencement Date, Subtenant shall pay to Sublandlord rent (“Base Rent”) at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached heretoRental Rate, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, in the amounts specified in Section 1.7. The monthly installment of Base Rent shall be pro-rated for any arty partial month. Simultaneously upon execution of this Sublease and as a condition to month occurring within the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricityTerm. 3.2 Commencing on the Commencement Date3.2. In addition to Base Rent, Subtenant shall pay to Sublandlord additional rent an amount equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect one hundred three percent (103%) of Subtenant’s Proportionate Share of a Tax Payment all amounts payable by Sublandlord from time to time with respect to electricity furnished to the Prime Lease Premises and Section 3.3 the portion of the 11th floor public corridor included in respect of Subtenant’s Proportionate Share of the submeter serving the Prime Lease Premises. Alternatively, if the Premises are not submetered, then Subtenant shall pay to Sublandlord an Operating Payment amount equal to $2.50 per rentable square foot per annum for electricity. Such payment shall be deemed Additional Rent hereunder and shall be due on within fifteen (15) days after Subtenant is billed therefor. If Subtenant shall so request, Sublandlord shall provide Subtenant with a copy of any electricity xxxx provided by the dates on which Sublandlord’s payments under the corresponding provisions utility company or by Prime Landlord. All Rent due hereunder shall be paid in lawful money of the Xxxxxxxxx are due United States at such place as Sublandlord may from time to Overlandlord time designate, and in lieu of such specific and separate designation, then at the place designated in Section 12 of this Sublease for the giving of notices to Sublandlord. All such payments shall be pro-rated for any partial month or year during occurring within the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy term of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if anythis Sublease. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction3.3. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty fifteen (2015) business days after Sublandlord’s delivery of receipt of notice of demand (together with copies of supporting documentation reasonably satisfactory to Subtenant of Overlandlord’s invoiceSubtenant), pay or reimburse Sublandlord for all costs and expenses amounts payable under the Xxxxxxxxx Prime Lease, the True North Lease or the Hiro Lease under any indemnities thereunder to the extent that any such payment arises from the act or omission of Subtenant and/or any agent, contractor, sub-subtenant, assignee or affiliate of Subtenant or any employee thereof or arising out of Subtenant’s requests request for services, service or other acts or omissions, including work including: (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, heating or cooling; (cb) extra cleaning, ; (dc) overtime or dedicated freight elevator service, and ; or (ed) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment Prime Landlord, True North or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereofHiro. 3.8 3.4. As used herein, the term “additional rentAdditional Rent” shall refer to include all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Base Rent, and the terms term “rentRent” and or “rentsRents” shall both refer to Sublease Base Rent and additional rentAdditional Rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder Rent as and when the same shall become due and payable without set-offsetoff, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent Rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment nonpayment of Rent. In no event shall Subtenant be liable to pay Sublease RentTax Payments or Sublease Operating Expense Payments as defined in the Prime Sublease. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or 3.5. Sublandlord’s failure to make a demand under this Sublease, Sublease shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents Rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents Rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, Term shall survive the expiration or sooner termination of this Sublease. 3.11 3.6. If Subtenant fails to pay Sublandlord arranges with Prime Landlord directly for any installment of rents when due hereunderservice, work or good, then Subtenant shall timely pay interest thereon at the Interest Rate until for all such amount has been paid services, work or goods. 3.7. All amounts due from Subtenant to Sublandlord. Such interest Sublandlord under this Sublease shall be deemed additional rent paid by good and sufficient check (subject to collection) drawn on a bank which is a member of the New York Clearing House. The monthly fixed Rent payable on account of any partial calendar month during the term, if any, shall be prorated on a per diem basis. 3.8. This Sublease provides for the abatement of Base Rent for the fifth month of the Term and the sixth month of the Term only (the “Abatement Period”). Subtenant’s obligation to pay Additional Rent, or any other sums due hereunderother than Base Rent, shall not xxxxx during the Abatement Period. Subtenant’s obligation to make payments of Base Rent will commence on the first day of the month immediately after the expiration of the Abatement Period.

Rents. 3.1 Subtenant All collected rents and other payments from tenants under the leases shall pay be prorated between Seller and Buyer as of the day prior to Sublandlord rent the Closing Date in accordance with the proration principles set forth in this Article 5. As used herein, the term "Revenue" shall include base rent, minimum rent, fixed rent, percentage rent, additional rent, expense reimbursements, operating cost pass-throughs, utility charges, common area maintenance charges, administrative charges, reimbursements for property taxes and assessments, insurance charges and any other sums or charges payable to Seller under the Leases and the REA's. Seller shall be entitled to all Revenue attributable to any period under the Leases and REA's to but not including the Closing Date. Buyer shall be entitled to all Revenue attributable to any period under the Leases and REA's on and after the Closing Date. Revenue due to Seller and not collected as of the Closing Date shall not be prorated at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached heretotime of Closing, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant but Buyer shall make an advance payment a good faith effort for one year after Closing to collect the same on Seller's behalf and to tender the same to Seller upon receipt (which obligation of one (1) month’s Sublease Rent to Buyer shall survive the Closing and not be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriatemerged therein); provided, however, that all Revenue collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the Leases or REA's as the case may be, at the time of collection (except for subsequent continuing equal monthly paymentsi.e., current rents and sums due Buyer as the current owner and landlord) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord balance (if any) payable to Seller, but only to the extent of amounts delinquent and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining actually due Seller and after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reductionBuyer's reasonable collection expense. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant Buyer shall have the exclusive right and obligation to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to collect the party designated in writing by Sublandlord, of any such request if sums due Seller under the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any Leases for six (6) month periodmonths following Closing, then but Seller hereby retains its rights to pursue any tenant under any lease which has been terminated and under which the next such failure shall be deemed tenant has vacated its premises prior to be a Default hereunder. Subtenant shall payClosing, as additional rentor any other lease from and after the date that is six (6) months after Closing for sums due Seller for periods attributable to Seller's ownership of the Property; provided, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 however, that Seller shall not be applicable permitted to electricity, which is covered by Section 9 hereof. 3.8 As used herein, commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money termination of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when underlying lease. Seller's rights under the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, immediately preceding sentence shall survive the expiration or sooner termination of this SubleaseClosing and not be merged therein. Buyer shall receive a credit against the Purchase Price for pre-paid Revenue covering the period on and after Closing. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant All collected rents and other payments from tenants under the Leases shall pay be prorated between Seller and Buyer as of the Closing Date. Seller shall be entitled to Sublandlord all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges, and other revenue of any kind attributable to any period under the Leases to but not including the Closing Date. Buyer shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other revenue of any kind attributable to any period under the Leases on and after the Closing Date. Rents and expense escalations or other reimbursements due Landlord under the Leases not collected as of the Closing Date shall not be prorated at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached heretotime of Closing, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant but Buyer shall make an advance payment a good faith effort to collect the same on Seller's behalf and to tender the same to Seller upon receipt (which obligation of one (1) month’s Sublease Rent to Buyer shall survive the Closing and not be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriatemerged therein); provided, however, that all rents, escalations and other reimbursements due landlord under the Leases collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (except for subsequent continuing equal monthly paymentsi.e., current rents and sums due Buyer as the current owner and landlord) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord balance (if any) payable to Seller, but only to the extent of amounts delinquent and (b) within thirty (30) days of receipt thereof, pay actually due Seller. Buyer shall not have an exclusive right to Subtenant (or at Sublandlord’s option, apply a credit or refund) in collect the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts sums due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable Seller under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, Leases and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, Seller hereby retains its rights to collect pursue any rents which may have become tenant under the Leases for sums due pursuant Seller for periods attributable to this SubleaseSeller's ownership of the Property. Subtenant’s liability for rents accruing during Seller's rights under the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, immediately preceding sentence shall survive the expiration or sooner termination of this SubleaseClosing and not be merged therein. Buyer shall receive a credit against the Purchase Price for prepaid rentals held by Seller covering the period post-Closing. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant All collected rents and other payments from tenants under the leases shall pay be prorated between Seller and Buyer as of the day prior to Sublandlord the Closing Date. Seller shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges, and other revenue of any kind attributable to any period under the Leases to but not including the Closing Date. Buyer shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other revenue of any kind attributable to any period under the Leases on and after the Closing Date. Rents and expense escalations or other reimbursements due landlord under the Leases not collected as of the Closing Date shall not be prorated at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached heretotime of Closing, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant but Buyer shall make an advance payment a good faith effort to collect the same on Seller's behalf and to tender the same to Seller upon receipt (which obligation of one (1) month’s Sublease Rent to Buyer shall survive the Closing and not be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriatemerged therein); provided, however, that all rents, escalations and other reimbursements due landlord under the Leases collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (except for subsequent continuing equal monthly paymentsi.e., current rents and sums due Buyer as the current owner and landlord) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord balance (if any) payable to Seller, but only to the extent of amounts delinquent and (b) within thirty (30) days of receipt thereof, pay actually due Seller. Buyer shall not have an exclusive right to Subtenant (or at Sublandlord’s option, apply a credit or refund) in collect the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts sums due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable Seller under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, Leases and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, Seller hereby retains its rights to collect pursue any rents which may have become tenant under the Leases for sums due pursuant Seller for periods attributable to this SubleaseSeller's ownership of the Property; provided, that Seller shall not disturb a tenant's possessory right in its premises. Subtenant’s liability for rents accruing during Seller's rights under the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, immediately preceding sentence shall survive the expiration or sooner termination of this SubleaseClosing and not be merged therein. Buyer shall receive a credit against the Purchase Price for pre-paid rentals held by Seller covering the period post-Closing. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant shall pay to Sublandlord rent at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached hereto, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply Purchaser will receive a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portionfor all prepaid Rents, if any, paid by any tenants. Rents under the Leases will be adjusted and pro rated on an “if as and when collected” basis. If, on the Closing Date, there are any unpaid rents for the month of Closing or past due Rents owing by any tenant for any prior period, Rents collected by Purchaser after the Closing Date from such tenants will be applied first, to amounts due Purchaser for periods following the month in which the Closing occurred, second, to the month of Closing; third, to amounts due Seller for the month prior to Closing; and fourth, to amounts due Seller for periods prior to the month before the Closing occurred. The party receiving such amount shall pay to the other party the portion to which it is entitled, within ten (10) days of its receipt of same. (b) Supplementing subsection (a) above, additional or escalation rent based upon: (x) a percentage of sales or (y) tenant’s share of real estate taxes, operating expenses, labor costs, costs of living indices or xxxxxx’x wages (collectively, “Overage Rent”) shall be adjusted and pro rated on an if, as and when collected basis. The following shall apply to the extent Overage Rent is billed on the basis of Landlord’s estimates or an annual budget, which is subject to subsequent reconciliation and readjustment with each such tenant at the end of the applicable year: (i) At least five (5) business days prior to the Closing Date, Seller shall provide Purchaser with a reconciliation statement for the then current calendar year through the end of the calendar month preceding the Closing Date, with all necessary supporting documentation, as to the Overage Rent paid by the tenants for the then current calendar year. Such reconciliation statement shall indicate any difference between the Overage Rent paid by the tenants (based on Seller’s then current annual budget for real estate taxes and operating expenses) and the amount that should have been paid by the tenants through the Closing Date (based on the actual expenses covering such time period); (ii) If the Seller has collected more on account of such credit or refund resulting Overage Rent than such actual amount for such time period (with it being acknowledged that such calculation shall be made only with respect to actually collected Overage Rent sums for such time period, and not any such sums that may be so receivable from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expensestenants), and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If then the amount of the Base Operating Expenses such difference shall be reduced by reason credited to Purchaser at the Closing; (iii) If Seller has collected less from the tenants for Overage Rents than the actual amounts for such time period, then the amount of audit or otherwise, the reduced amount such under-collected rents shall be used in computing Subtenantpaid and delivered to Seller; (iv) Any Seller proposed prorations relating to Overage Rent shall be subject to Purchaser’s liability under review and reasonable approval. Subject to Section 3.3 11.6 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which there shall be accompanied by a copy no reproration of Overage Rent after the supporting documentation received by Sublandlord (if any)Closing. 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, The provisions of this Section 11.4 (d) overtime except for taxes and any supplemental or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, revised property tax xxxx relating to the party designated in writing by Sublandlord, period prior to the Closing Date) shall survive the Closing and the delivery of any such request if the estimated cost Deed for a period of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then months from the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used hereinClosing Date; however, the term “additional rent” shall refer proration or adjustment of taxes and any supplemental or revised property tax xxxx relating to all sums of money which shall become due and payable by Subtenant the period prior to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, Closing Date shall survive the expiration or sooner termination Closing and the delivery of this Subleasethe Deed for a period of two (2) years from the Closing Date. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant All fixed and additional rentals under the Leases, and other tenant charges. Seller shall pay to Sublandlord rent at the rate per annum deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Sublease Rent as shown on Exhibit C attached hereto, payable in equal monthly installments in advance commencing on the Commencement Closing Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds not applied or forfeited prior to the Base Taxes. 3.3 Commencing Closing Date) to Buyer on the Commencement Closing Date. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing and shall use commercially reasonable efforts to collect the same for a period of ninety (90) days after the Closing Date (but Buyer shall not be required to litigate or declare a default in any lease). To the extent Buyer receives rents (other than "Additional Amounts", as hereinafter defined) on or after the Closing Date, Subtenant such payments shall pay be applied first toward then current rent owed to Sublandlord additional rent equal Buyer in connection with the applicable lease for which such payments are received, and finally toward any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Subtenant’s Proportionate Share Seller. Until the date that is ninety (90) days after the Closing Date, Buyer may not waive any delinquent rents nor modify a lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent. Common area charges, taxes, operating expense and other similar expense reimbursement obligations of the Operating Payment tenants under the Leases, as well as any percentage payable thereunder (collectively, "Additional Amounts") shall be prorated effective as of the Closing Date. The parties will finalize such Additional Amounts prorations on the Closing Date or as soon as practicable thereafter (but in any event not later than December 15, 1997). Proration of expense items contained in the calculation of the Additional Amounts shall be made on the basis that Seller shall be entitled to reimbursement of the applicable expenses paid by Seller (annualized or otherwise appropriately apportioned) prior to the Closing Date. To the extent that, based on such determinations, Seller has received amounts in excess of the amount due Seller, then Seller shall deliver such excess amount to Buyer on the Closing Date (or if determined thereafter, then within 15 days of such determination). To the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as Seller has received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes amount so due, Buyer shall deliver such shortfall amount to Seller on the Closing Date (or if determined thereafter, then within 15 days of such determination). The amount of percentage rent to any reduction be allocated to Seller with respect to each Tenant Lease for the lease year (the "Current Lease Year") in Operating Expenses which the Closing Date occurs shall be that amount equal to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If (i) the amount by which (A) the tenant's gross receipts (to the extent taken into account in determining percentage rent under such Tenant Lease) for that portion of such Current Lease Year occurring prior to the Closing Date exceed (B) the "Allocable Base Operating Expenses shall be reduced Amount", multiplied by reason of audit or otherwise, (ii) the reduced amount shall percentage specified in such Tenant Lease to be used in computing Subtenant’s liability under Section 3.3 hereofdetermining such tenant's percentage rent for such Current Lease Year. The "Allocable Base Amount" means that portion of the "Base Amount" for such Current Lease Year determined by multiplying such Base Amount for the entire Current Lease Year by a fraction, with respect to periods after the numerator of which is the number of days in such reduction and for recomputing Subtenant’s liability with respect to periods Current Lease Year occurring prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect the Closing Date and the denominator of which is the number of days of such prior periods within twenty (20) days Current Lease Year. "Base Amount" is the amount specified in each Tenant Lease for such Current Lease Year that must be exceeded by the sales of Sublandlord’s delivery of a xxxx therefor, which the tenant during such Current Lease Year before such tenant shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery obligated thereunder to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord percentage rent for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlordsuch Current Lease Year. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord Buyer shall not be deemed a Default under this Sublease, provided however, in obligated to pay or credit Seller any sum on account of the event that Subtenant fails proration of percentage rent as aforesaid unless and until the percentage rent to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure be prorated as aforesaid shall be deemed received by Buyer. With respect to be a Default hereunder. Subtenant shall paydelinquent rents, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due Additional Amounts and payable by Subtenant to Sublandlord hereunder, any other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset amounts or deduction other rights of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rentrelating thereto. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant All rents and other payments from tenants under the Space Leases affecting the Specified Assets or Operating Partnership's or its Affiliate's interest in the Joint Venture Owned Property shall pay be prorated between the applicable Property Owner and the applicable Transferee as of 11:59 p.m. on the day immediately preceding the Specified Assets Closing Date. Each Property Owner shall be entitled to Sublandlord rent all rents, charges, and other revenue of any kind attributable to any period under the Leases affecting its Specified Assets to, but not including, the Specified Assets Closing Date. Each Transferee of a Fee Owned Property shall be entitled to all rents, charges and other revenue of any kind attributable to any period under the Leases affecting its Specified Assets on and after the Specified Assets Closing Date. The Joint Venture Interest Owner and the Transferee thereof shall prorate such rent, charges and other revenue attributable to the Joint Venture Owned Property on a similar basis in accordance with their interests. Rents or other reimbursements due landlord under the Leases affecting Specified Assets not collected as of the Specified Assets Closing Date shall not be prorated at the rate per annum equal time of the Specified Assets Closing, but each applicable Transferee shall make a good faith effort (which shall not include bringing legal action against a tenant) to collect the Sublease Rent as shown on Exhibit C attached hereto, payable in equal monthly installments in advance commencing same on the Commencement Date applicable Seller's behalf and on to tender the first same to Operating Partnership upon receipt (1stwhich obligation of such Transferee shall survive the Specified Assets Closing and not be merged therein for a period of four (4) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriatemonths); provided, however, that all rents, escalations and other reimbursements due landlord under the Leases affecting its Specified Assets collected by a Transferee on or after the Specified Assets Closing Date, less the reasonable costs of collection, shall first be applied to all amounts due under the Leases affecting its Specified Assets at the time of collection (except for subsequent continuing equal monthly paymentsi.e., current rents and sums due such Transferee as the current owner and landlord) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord balance (if any) payable to Operating Partnership, but only to the extent of amounts delinquent and (b) within thirty (30) days of receipt thereof, pay actually due to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount Partnership. The owner of the Base Operating Expenses Joint Venture Interest and the Transferee thereof shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction treat rents and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts other reimbursements due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable landlord under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which Leases affecting the Joint Venture Owned Property on a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth similar basis in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereofaccordance with their interests. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant All collected rents and other payments from tenants under the leases of the Facilities shall pay be prorated between Prudential and Meridian as of the day prior to Sublandlord the Adjustment Date. Prudential shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges, and other revenue of any kind attributable to any period under the Leases to but not including the Adjustment Date. Meridian shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other revenue of any kind attributable to any period under the Leases on and after the Adjustment Date. Rents and expense escalations or other reimbursements due landlord under the Leases not collected as of the Closing Date shall not be prorated at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached heretotime of Closing, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant but Meridian shall make an advance payment a good faith effort to collect the same on Prudential's behalf and to tender the same to Prudential upon receipt (which obligation of one (1) month’s Sublease Rent to Meridian shall survive the Closing and not be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriatemerged therein); provided, however, that all rents, escalations and other reimbursements due landlord under the Leases collected by Meridian on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (except for subsequent continuing equal monthly paymentsi.e., current rents and sums due Meridian as the current owner and landlord) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord balance (if any) payable to Prudential, but only to the extent of amounts delinquent and (b) within thirty (30) days of receipt thereof, pay actually due Prudential. Meridian shall not have an exclusive right to Subtenant (or at Sublandlord’s option, apply a credit or refund) in collect the amount equal sums due Prudential under the Leases and Prudential hereby retains its rights to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 pursue any tenant under the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments Leases for sums due Prudential for periods attributable to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount Prudential's ownership of the Base Operating Expenses shall be reduced by reason of audit or otherwiseFacilities; provided, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereofhowever, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord Prudential shall not be deemed a Default under this Sublease, provided however, in permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money termination of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when underlying lease. Prudential's rights under the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, immediately preceding sentence shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.Closing and not be

Rents. 3.1 Subtenant All collected rents and other payments from tenants under ----- the Leases shall pay be prorated between Prudential and REIT OP as of 12:00 a.m. midnight on the Closing Date. Prudential shall be entitled to Sublandlord all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges, and other revenue of any kind attributable to any period under the Leases to but not including the Closing Date. REIT OP shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations, subject to the provisions of Section 5.6), charges, ----------- reimbursements, payments, additional rent and other revenue of any kind derived from the Property (collectively, "RENTS") attributable to any period under the ----- Leases on and after the Closing Date. Rents due landlord under the Leases and not collected as of the Closing Date shall not be prorated at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached heretotime of Closing, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant but REIT OP shall make an advance payment a good faith effort to collect the same on Prudential's behalf and to tender the same to Prudential upon receipt (which obligation of one (1) month’s Sublease Rent to REIT OP shall survive the Closing and not be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriatemerged therein); provided, however, that all Rents due landlord under the Leases and collected by -------- ------- REIT OP on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection (except for subsequent continuing equal monthly paymentsi.e., current rents and sums due REIT OP as the current owner and landlord) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord balance (if any) payable to Prudential, but only to the extent of amounts delinquent and (b) within thirty (30) days of receipt thereof, pay actually due Prudential. REIT OP shall not have an exclusive right to Subtenant (or at Sublandlord’s option, apply a credit or refund) in collect the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts sums due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable Prudential under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, Leases and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, Prudential hereby retains its rights to collect pursue any rents which may have become tenant under the Leases for sums due pursuant Prudential for periods attributable to this SubleasePrudential's ownership of the Property; provided that by the retention of such rights Prudential shall not retain any right to terminate any Leases after the Closing Date. Subtenant’s liability for rents accruing during Prudential's rights under the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, immediately preceding sentence shall survive the expiration or sooner termination Closing and not be merged therein. REIT OP agrees to cooperate as Prudential may reasonably require (at Prudential's expense) to enable Prudential to pursue after Closing the collection of this Subleasesuch amounts due Prudential from tenants, including making available to Prudential documents and records relating to such tenants' obligations. REIT OP shall receive a credit against the Purchase Price for pre-paid rentals held by Prudential under Leases covering the period post-Closing. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant Notwithstanding anything to the contrary herein, all Rents and Charges shall pay belong to Sublandlord rent at and be paid over to Sellers (or to such Persons as Sellers may direct) by Buyers on the rate per annum Closing Date. Minimum Rent shall be prorated based upon the actual number of days in the month in which the Closing occurs and Buyers shall be entitled to a credit for the amount of any Minimum Rent paid that relates to any period after the Closing Date. For purposes of prorating any Additional Rent payable under any Lease with respect to any applicable Property, the following shall apply: (a) To the extent Additional Rent payable for the then-current Lease Year for any Property is calculated and determined on the basis of a percentage of Gross Revenues in excess of the applicable Base Gross Revenues, such Additional Rent with respect to such Property shall be equal to the Sublease applicable percentage of Gross Revenues for such Property for such Lease Year in excess of the applicable Closing Breakpoint. For purposes of the foregoing, the “Closing Breakpoint” shall mean the applicable Base Gross Revenues multiplied by a fraction the numerator of which is the number of days in the current Lease Year for such applicable Property through and including the day prior to the Closing Date, and the denominator of which is three hundred sixty-five (365). (b) To the extent Additional Rent payable for the then-current Lease Year for any Property is calculated and determined on the basis of an increase in the Cost of Living Index, such Additional Rent shall be determined and paid in accordance with the applicable provisions of the applicable Lease for the number of days in such Lease Year through and including the day prior to the Closing Date. (c) In the event that the amount of Additional Rent payable for such Lease Year is subject to either a floor or a ceiling, the amount of such floor or ceiling, as the case may be, shall also be prorated based upon a three hundred sixty-five (365) day year. (d) Buyers and Sellers shall cooperate to estimate the proration amount for Additional Rent as shown on Exhibit C attached heretoof the Closing in good faith, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition shall submit such amount to the effectiveness of this Sublease, Subtenant shall make an advance payment of Escrow Holder at least one (1) month’s Sublease Rent to be applied business day prior to the first (1st) full month’s Sublease RentClose of Escrow. Regardless of the method of charging for electricity selected in Section 1.16In determining such proration amount, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment Buyers shall be due credited with any payments on account of Additional Rent previously paid to either Seller for the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within applicable current Lease Year. Within thirty (30) days after the Closing Date, Buyers shall make a final calculation of receipt Additional Rent up to the Closing for each applicable Property, and deliver to Sellers an Officer’s Certificate (as defined in the applicable Lease) setting forth the calculation thereof, . Buyers shall promptly pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) Sellers any deficiency in the amount equal payment of Additional Rent for each applicable Property, and Sellers shall promptly pay to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portionBuyers, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason any overpayment of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and Additional Rent for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any)applicable Property. 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s The obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, prorate and pay Additional Rent for each applicable Property shall survive the expiration or sooner termination of this SubleaseClosing. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant shall pay to Sublandlord rent at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached heretoAll paid rents, payable in equal monthly installments in advance commencing on the Commencement Date including revenues and on the first (1st) day charges of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereofkind, together with a copy any other sums paid by the tenant (other than security deposit), under the Lease, shall be prorated as of the related xxxx Closing Date. In the event that, at the time of Closing, there are any past due or delinquent rents owing by the tenant of the Property, the Distributees shall have the exclusive right to collect such past due or delinquent rents and relevant supporting documentation from Overlandlord (or a copy thereof as shall remit to Highwoods in cash to the extent, and only to the extent, that the rents received by Sublandlord the Distributees from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit the tenant owing past due or refund in respect of a Tax Payment or Operating Payment relating to any part delinquent rents exceed the sum of the Termaggregate rents and other sums payable by such tenant for periods from and after the Closing Date to the date of receipt, Sublandlord shall (a) provide Subtenant with a copy and then only if Highwoods has notified the Distributees at Closing that the tenant under the Lease is delinquent in its rent as of the supporting documentation received Closing Date. The Distributees will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to Highwoods at Closing, but the Distributees shall have no obligation to file suit to collect such amounts, provided if the Distributees fail to file suit to collect such amounts after being requested to do so by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereofHighwoods, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant Highwoods shall have the right to request collect all rents owed to Highwoods at the time of Closing, which shall include Highwoods’ filing of suit, if necessary, to collect such additional day amounts. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from the tenant under the Lease that relate to day servicesperiods from and after Closing, Highwoods shall promptly forward to the Distributees such payments. It is agreed by the Distributees that the sums to be paid by the tenant referred to in this Section 7(e)(iii) shall include all property operation costs “pass throughs” for the year 2004 not paid on a monthly basis, but rather at the end of a calendar year after being invoiced therefor. These sums shall be provided and paid to Highwoods and the Distributees when paid by the tenant under the Lease. The Distributees shall use reasonable efforts to invoice the tenant for “pass throughs” as promptly as is practicable after Closing (but in no event shall the Distributees be required to do so until allowed under the Lease), provided Highwoods must furnish to the Distributees all applicable information regarding the amount of “pass through” operating expenses to be paid by the tenant under the Lease for the calendar year 2004. During the period after Closing, the Distributees shall deliver to Highwoods any and all rents accrued but uncollected as of the Closing Date to the extent subsequently collected by the Distributees, and to the extent the Distributees receive such rents, shall apply rents received after Closing to the extent the same are delinquent first to payment of current Rent then due, and thereafter to delinquent rents (other than “true up” payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods and the Distributees pro rata in accordance with their respective period of ownership as set forth in (a)-(ethis Section 7(e)(iv) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, below) but only after rent due and owing to the party designated Distributees have been paid in writing by Sublandlordfull, of including any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service requestdelinquent rent. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, If any security deposits are in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month periodform of a letter of credit, then the next such failure Highwoods shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as assign its interest in the case letter of non-payment credit to the Distributees (to the extent assignable) and deliver the original letter of Sublease Rentcredit to the Distributees at Closing. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant shall pay to Sublandlord rent at Rents from the rate per annum equal to Leases collected by Seller for the Sublease Rent as shown on Exhibit C attached hereto, payable month in equal monthly installments in advance commencing on which the Commencement Closing Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment occurs shall be prorated so that Seller shall receive all amounts due on Seller applicable to time periods up to (but not including) the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriate; provided, however, that Closing Date (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlordexcluding delinquencies), if any. 3.5 If Overlandlord and Buyer shall issue receive all amounts applicable to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of time periods on and after the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within Closing Date. Rents are delinquent when payment thereof is more than thirty (30) days past due as of receipt thereof, pay the Closing Date. Delinquent rentals shall be prorated between Buyer and Seller as of the Closing Date but not until they are actually collected by Buyer. Rents for the month in which the Closing Date occurs shall be deemed to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or have been received by Seller. With respect to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection Lease with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount delinquent rents as of the Base Operating Expenses Closing Date, Buyer shall be reduced by reason apply rents (net of audit or otherwise, all costs of collection) received after the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with Closing first to rents due to Buyer and second to payment of delinquent rents due to Seller. With respect to periods after such reduction and for recomputing Subtenant’s liability with respect delinquent rents, Buyer agrees to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty use its commercially reasonable efforts (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord it shall not be deemed obligated to spend money) for a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord period of three (3) months following the Closing to collect the amount of any delinquent rent from tenants and Buyer agrees to remit promptly to Seller any excess delinquent rent related to periods of time through the Closing Date, subject to the priorities set forth above, actually paid by such tenants and/or to Buyer. Seller shall retain the right to commence legal action against a tenant for any delinquent rent apportioned to the Seller, at Seller’s sole cost and expense, except Seller may not bring unlawful detainer proceedings or similar actions to dispossess a tenant without the consent of Buyer, which may be withheld in Buyer’s sole and absolute discretion. In the event Buyer collects or is paid any accounts receivable of Seller for any period prior to the Closing Date (which accounts receivable shall at all times shall remain the property of Seller), Buyer shall remit such amounts so collected or paid to Seller within any five (5) business days of receipt thereof. Buyer shall provide Seller monthly statements for six (6) month periodmonths after the Closing Date, then certified by Buyer, itemizing all delinquent rents or accounts receivable collected on behalf of Seller following the next such failure Closing Date. Furthermore, Buyer shall be deemed receive a credit against the Purchase Price on the Closing Date in an amount equal to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly the sum of all rents received by Seller prior to the Closing Date attributable to periods from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, and after the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, Closing Date and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money amount of any other credits, security deposits or other deposits due tenants under any of the United States at such place and to such person as Sublandlord shall from time to time designateLeases. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant All fixed rents, parking fees, administration fees and other charges or amounts paid or payable by tenants under the Leases or in connection with their use or occupancy of the Property or any service or amenity relating thereto, including water, electricity, gas, sewage or other utilities or pass through fees and charges (whether paid in advance of the date when such payment is due or otherwise) (collectively, “Rents”). Seller shall pay to Sublandlord rent at the rate per annum deliver or provide a credit in an amount equal to all prepaid Rents for periods from and after the Sublease Rent as shown on Exhibit C attached hereto, payable in equal monthly installments in advance commencing on the Commencement Closing Date and on the first all Fees and all refundable cash Security Deposits including interest thereon, if any (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on Security Deposits were made by tenants and are not applied or forfeited prior to the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share Closing Date in accordance with the terms and conditions of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly paymentsapplicable Leases) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone the Rent Roll or emailotherwise delivered pursuant to a New Lease, to Buyer on the party designated in writing by Sublandlord, Closing Date. Rents that are delinquent (or payable but unpaid) as of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord Closing Date shall not be deemed prorated on the Closing Date. At Closing, Seller shall deliver to Buyer a Default under this Sublease, provided however, schedule of all such delinquent or payable but unpaid rent. Buyer shall include such delinquencies (or unpaid amounts) in its normal billing and shall in good faith use commercially reasonable efforts to pursue the event that Subtenant fails to so notify Sublandlord three collection of such past due Rents for ninety (390) times within any six days after the Closing Date (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 but Buyer shall not be applicable required to electricitylitigate or declare a default in any Lease or take any additional actions in connection with the recovery from tenants of such delinquencies or other unpaid amounts). To the extent Buyer receives payment of Rents (or income in connection with other tenant charges) from a tenant on or after the Closing Date, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents such payments shall be payable applied (y) first, toward the Rent (or other tenant charges) due to Buyer for the month in lawful money of which the United States at such place Closing occurs or for periods following the month in which the Closing occurs and (z) second, to such person as Sublandlord shall from time any delinquent Rents owed to time designate. 3.9 Subtenant shall Seller, with Seller’s share thereof being promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunderSeller. From and after the Closing Date, Seller may not sue any tenants at the Property or Sublandlord’s failure otherwise pursue any tenants at the Property for Rents and hereby waives any right to make a demand under do so. The provisions of this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, Section 11.1 shall survive the expiration or sooner termination of this SubleaseClosing. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant shall pay All non-delinquent rents (including all accrued tax, utility, insurance and operating expense pass-throughs), charges and revenue of any kind actually received from the Cargill Lease for the month of Closing will be prorated at Closing. Seller will receive all rents (including all accrued tax, utility and operating expense pass-throughs), charges and other revenue of any kind received from the Cargill Lease up to, but not including, the Closing. No proration will be made with respect to Sublandlord rent at any delinquent rents of any kind receivable from the rate per annum equal Cargill Lease for any period before Closing. All amounts collected by Buyer subsequent to Closing relating to delinquent rents will be promptly remitted to Seller; provided that all rents received by Buyer after Closing will be applied first to the Sublease Rent as shown on Exhibit C attached heretorental period in which the Closing occurred, payable in equal monthly installments in advance commencing on second to any current rental period following the Commencement Date Closing and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated third to satisfy delinquent rental obligations for any partial monthperiod before Closing not prorated at Closing. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment Seller will retain all ownership rights relating to any part such delinquent rents, however in no event may Seller take any action against the tenant under the Cargill Lease or any other person liable for such delinquent rents. In consideration for such waiver by Seller, Buyer covenants for a period of four (4) months to include in its regular monthly billing to the Term, Sublandlord shall (a) provide Subtenant with tenant under the Cargill Lease a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share request for payment of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord delinquent amounts owing to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such paymentSeller. Notwithstanding the foregoing, Subtenant if any of such operating expenses and other charges and expenses are payable by the tenant under the Cargill Lease (collectively, the “Tenant Charges“) on an estimated basis, then the Tenant Charges shall be reconciled against actual charges and expenses as of and at the Closing, to the extent then possible, and Seller shall provide a proposed reconciliation for Buyer’s approval. Seller shall have a period of ninety (90) days following the right Closing to request provide Buyer with a final reconciliation of Tenant Charges (including all backup and supporting evidence of actual costs versus estimated payment received from the tenant). If the final reconciliation shows that Seller owes Buyer additional sums, Seller shall deliver such amount to Buyer within ten (10) days after the delivery of the final reconciliation of the Tenant Charges. If the final reconciliation shows that the tenant under the Cargill Lease owes Seller additional day sums, Buyer shall pay such amount to day services, Seller within ten (10) days after Buyer’s receipt of such amounts from the tenant under the Cargill Lease. Other than as set forth in (a)-(e) hereofabove, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord there shall not be deemed a Default under this Subleaseany further reconciliation of such Tenant Charges after the final reconciliation thereof, provided howeverthe proration of such Tenant Charges pursuant to the final reconciliation being conclusively presumed to be accurate. After the Closing but subject to the foregoing obligations of Seller and Buyer, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure Buyer shall be deemed solely liable and responsible to be a Default hereunderthe tenant under the Cargill Lease for such reconciliation of Tenant Charges under the Cargill Lease. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable The foregoing covenants made by Buyer and Seller with respect to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money final reconciliation of the United States at such place and to such person as Sublandlord shall from time to time designateTenant Charges survives the Closing. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant All collected Rents shall pay be prorated between Seller and Buyer as of 12:01 a.m. on the Closing Date. Seller shall be entitled to Sublandlord rent all Rents attributable to the period up to but not including the Closing Date. Buyer shall be entitled to all Rents attributable to any period on and after the Closing Date. Except with respect to percentage rents (which shall be prorated as provided below), Rents not collected as of the Closing Date shall not be prorated at the rate per annum equal time of Closing. With respect to percentage rent due from any tenant, Buyer and Seller agree that at Closing, estimated percentage rent shall be prorated for the calendar year in which the Closing occurs (even though the same may not have been collected as of the Closing) based upon the amount of percentage rent due from such tenant for the calendar year immediately prior to the Sublease Rent as shown on Exhibit C attached heretocalendar year in which the Closing occurs. After Closing, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant Buyer shall make an advance payment of one a good faith effort for a period not less than six (16) month’s Sublease Rent months to be applied to the first (1st) full month’s Sublease Rent. Regardless collect any Rents not collected as of the method Closing Date on Seller's behalf and to tender the same to Seller upon receipt (which obligation of charging for electricity selected in Section 1.16, Buyer shall survive the Sublease Rent does Closing and not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriatemerged therein); provided, however, that all Rents collected by Buyer on or after the Closing date shall first be applied to all amounts due under the Leases at the time of collection (except for subsequent continuing equal monthly paymentsi.e., current Rents and sums due Buyer as the current owner and landlord) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord balance (if any) payable to Seller, but only to the extent of amounts delinquent and (b) within thirty (30) days actually due Seller. Seller agrees that the invoicing of receipt thereofdelinquent tenants on a monthly basis shall constitute a good faith effort and Buyer shall not be obligated to enforce its rights under the Leases, pay to Subtenant (or at Sublandlord’s optionthreaten such enforcement, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to bring any reduction proceedings in Operating Expenses a court of law or equity. Buyer shall not have an exclusive right to an amount less than collect the Base Operating Expensessums due Seller under the Leases, and 3.5.2 Subtenant’s Proportionate Share of and Seller hereby retains its rights to pursue any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord tenant under the Leases for sums due Seller for periods attributable to obtain such credit or refund. 3.6 If the amount Seller's ownership of the Base Operating Expenses shall Property (including, without limitation, any percentage rent that may be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, due with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods any period of time prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect Closing, regardless of such prior periods within twenty when the same is to be paid to the owner of the Property pursuant to the terms of the applicable Lease); provided, however, that Seller (20i) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery required to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated Buyer in writing by Sublandlord, of its intention to commence or pursue such legal proceedings; (ii) shall only be permitted to commence or pursue any such request if legal proceedings after the estimated cost of such service date which is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six months after Closing and shall commence such proceeding, if at all, prior to the 1st anniversary of the Closing Date; and (6iii) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable permitted to electricity, which is covered by Section 9 hereof. 3.8 As used herein, commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money termination of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all underlying lease. The terms of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, immediately preceding sentence shall survive the expiration or sooner termination of this SubleaseClosing and not be merged therein. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant All collected rents and other payments from tenants under the leases shall pay be prorated between Contributor and Beacon as of the day prior to Sublandlord the Closing Date. Contributor shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges, and other revenue of any kind attributable to any period under the Leases prior to but not including the Closing Date. Beacon shall be entitled to all rents (including any percentage rent, additional rent and any accrued tax and operating expense reimbursements and escalations), charges and other revenue of any kind attributable to any period under the Leases on and after the Closing Date. Rents and expense escalations or other reimbursements due landlord under the Leases not collected as of the Closing Date shall not be prorated at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached heretotime of Closing, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant but Beacon shall make an advance payment a good faith effort to collect the same on Contributor's behalf and to tender the same to Contributor upon receipt (which obligation of one (1) month’s Sublease Rent to Beacon shall survive the Closing and not be merged therein); PROVIDED, HOWEVER, that all rents, escalations and other reimbursements due landlord under the Leases collected by Beacon on or after the Closing Date shall first be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be all amounts due on the dates on which Sublandlord’s payments under the corresponding provisions Leases at the time of collection for post-Closing periods (I.E., current rents and sums due Beacon as the Xxxxxxxxx are due to Overlandlord current owner and shall be pro-rated for any partial month or year during landlord) with the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord balance (if any) payable to Contributor, but only to the extent of amounts delinquent and (b) within thirty (30) days of receipt thereof, pay actually due Contributor. Beacon shall not have an exclusive right to Subtenant (or at Sublandlord’s option, apply a credit or refund) in collect the amount equal sums due Contributor under the Leases and Contributor hereby retains its rights to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 pursue any tenant under the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments Leases for sums due Contributor for periods attributable to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount Contributor's ownership of the Base Operating Expenses shall be reduced by reason of audit or otherwiseProperty; PROVIDED, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereofHOWEVER, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord Contributor shall not be deemed a Default under this Sublease, provided however, in permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money termination of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when underlying lease. Contributor's rights under the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, immediately preceding sentence shall survive the expiration or sooner termination of this SubleaseClosing and not be merged therein. Beacon shall receive a credit against the Consideration for pre-paid rentals held by Contributor covering the period post-Closing. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant All fixed and additional rentals under the Tenant Leases (including gross-up amounts for excise taxes), refundable security deposits (except as hereinafter provided) and other tenant charges shall pay be prorated between Buyer and Seller, Seller being charged and credited for all of the same allocable to Sublandlord the period up to the Closing Date and Buyer being charged and credited for all of the same allocable to the period from and after the Closing Date. Seller shall be entitled to retain all paid rent at and other items allocable to the rate per annum period prior to the Closing. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods from and after the Sublease Rent as shown Closing Date and all refundable cash security deposits listed on Exhibit C attached hereto, payable in equal monthly installments in advance commencing K which are not applied or forfeited prior to the Closing Date pursuant to the Tenant Leases to Buyer on the Commencement Closing Date. Except for any Government Tenant (defined herein below), rents which are delinquent as of the Closing Date and shall not be prorated on the first Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (1stbut Buyer shall not be required to litigate or declare a default under any Tenant Lease). To the extent Buyer receives rents (or income in connection with other tenant charges) day of each month thereafteron or after the Closing Date, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant such payments shall make an advance payment of one (1) month’s Sublease Rent to be applied first toward the rent (or other tenant charge) owed to Buyer in connection with the first Tenant Leases for which such payment are received, then for rent (1stor other tenant charges) full monthfor the month in which the Closing occurs, and then to any delinquent rents (or other tenant charges) owed to Seller, with Seller’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay share thereof being promptly delivered to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriateSeller; provided, however, that (except for subsequent continuing equal monthly payments) no such any year-end or similar reconciliation payment shall be allocated in accordance with the charges (and in the case of tenant reimbursements, the underlying expenses) in Seller’s and Buyer’s respective periods of ownership. Buyer may not waive any delinquent rents nor modify any Tenant Lease after the Closing Date so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts owing to Seller for which Seller did not receive a credit at Closing (but shall not be entitled to terminate such Tenant Lease or such tenant’s right to possession); provided however (x) in no event shall Seller have the right to pursue any remedy against Whole Foods or Long’s Drugs (CVS) (but Seller shall have the right to contact such tenants to demand payment of delinquent amounts); and (y) with respect to any tenants for whom Seller seeks amounts due until twenty it that Seller is allowed to pursue hereunder, Seller shall first provide written notice to Buyer that it intends to collect such amounts (20a “Collection Notice”), in which event the Buyer shall have thirty (30) days after Sublandlord shall have furnished Subtenant with notice thereof, together with receipt of such Collection Notice to collect such amounts in the ordinary course of its business. In the event the amounts pursuant to a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) Collection Notice are not fully collected within thirty (30) days of after Buyer’s receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portionCollection Notice, if any, of Seller may pursue remedies for such credit or refund resulting sums due it from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlordtenants, provided that Subtenant Seller shall promptly notify Sublandlord, by telephone not attempt to terminate any Lease or email, to the party designated evict any Tenant. Buyer shall reasonably cooperate with Seller in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars collection efforts hereunder ($1,000.00) per service request. Subtenant’s failure to so notify Landlord but shall not be deemed required to litigate or 13 declare a Default default under this Sublease, provided however, in the event that Subtenant fails any Tenant Lease). With respect to so notify Sublandlord three (3) times within delinquent rents and any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset amounts or deduction other rights of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. With respect to any government tenant under a Tenant Lease that customarily pays rent one (1) months in arrears (a “Government Tenant”), Buyer and remedies provided Seller acknowledge and agree that amounts received after the Closing Date from such Government Tenant shall first be applied to rent (and other tenant charges) due for herein or at law or the month in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunderClosing occurs, then Subtenant shall pay interest thereon at the Interest Rate until such for any delinquent rents (or other tenant charges) owed to Seller in an total amount has been paid not to Sublandlord. Such interest shall be deemed additional exceed one (1) month of rent, then to Buyer for all current rent (and other tenant charges) due hereunderBuyer.

Rents. 3.1 Subtenant All fixed and additional rentals under the Tenant Leases (including gross-up amounts for excise taxes), refundable security deposits (except as hereinafter provided) and other tenant charges shall pay be prorated between Buyer and Seller, Seller being charged and credited for all of the same allocable to Sublandlord the period up to the Closing Date and Buyer being charged and credited for all of the same allocable to the period from and after the Closing Date. Seller shall be entitled to retain all paid rent at and other items allocable to the rate per annum period prior to the Closing. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods from and after the Sublease Rent as shown Closing Date and all refundable cash security deposits listed on Exhibit C attached hereto, payable in equal monthly installments in advance commencing K which are not applied or forfeited prior to the Closing Date pursuant to the Tenant Leases to Buyer on the Commencement Closing Date. Except for any Government Tenant (defined herein below), rents which are delinquent as of the Closing Date and shall not be prorated on the first Closing Date. Buyer shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (1stbut Buyer shall not be required to litigate or declare a default under any Tenant Lease). To the extent Buyer receives rents (or income in connection with other tenant charges) day of each month thereafteron or after the Closing Date, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant such payments shall make an advance payment of one (1) month’s Sublease Rent to be applied first toward the rent (or other tenant charge) owed to Buyer in connection with the first Tenant Leases for which such payment are received, then for rent (1stor other tenant charges) full monthfor the month in which the Closing occurs, and then to any delinquent rents (or other tenant charges) owed to Seller, with Seller’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay share thereof being promptly delivered to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriateSeller; provided, however, that (except for subsequent continuing equal monthly payments) no such any year-end or similar reconciliation payment shall be allocated in accordance with the charges (and in the case of tenant reimbursements, the underlying expenses) in Seller’s and Buyer’s respective periods of ownership. Buyer may not waive any delinquent rents nor modify any Tenant Lease after the Closing Date so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts owing to Seller for which Seller did not receive a credit at Closing (but shall not be entitled to terminate such Tenant Lease or such tenant’s right to possession); provided however (x) in no event shall Seller have the right to pursue any remedy against Whole Foods or Long’s Drugs (CVS) (but Seller shall have the right to contact such tenants to demand payment of delinquent amounts); and (y) with respect to any tenants for whom Seller seeks amounts due until twenty it that Seller is allowed to pursue hereunder, Seller shall first provide written notice to Buyer that it intends to collect such amounts (20a “Collection Notice”), in which event the Buyer shall have thirty (30) days after Sublandlord shall have furnished Subtenant with notice thereof, together with receipt of such Collection Notice to collect such amounts in the ordinary course of its business. In the event the amounts pursuant to a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) Collection Notice are not fully collected within thirty (30) days of after Buyer’s receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portionCollection Notice, if any, of Seller may pursue remedies for such credit or refund resulting sums due it from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlordtenants, provided that Subtenant Seller shall promptly notify Sublandlord, by telephone not attempt to terminate any Lease or email, to the party designated evict any Tenant. Buyer shall reasonably cooperate with Seller in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars collection efforts hereunder ($1,000.00) per service request. Subtenant’s failure to so notify Landlord but shall not be deemed required to litigate or declare a Default default under this Sublease, provided however, in the event that Subtenant fails any Tenant Lease). With respect to so notify Sublandlord three (3) times within delinquent rents and any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset amounts or deduction other rights of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. With respect to any government tenant under a Tenant Lease that customarily pays rent one (1) months in arrears (a “Government Tenant”), Buyer and remedies provided Seller acknowledge and agree that amounts received after the Closing Date from such Government Tenant shall first be applied to rent (and other tenant charges) due for herein or at law or the month in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunderClosing occurs, then Subtenant shall pay interest thereon at the Interest Rate until such for any delinquent rents (or other tenant charges) owed to Seller in an total amount has been paid not to Sublandlord. Such interest shall be deemed additional exceed one (1) month of rent, then to Buyer for all current rent (and other tenant charges) due hereunderBuyer.

Rents. 3.1 Subtenant Supplementing subsection (a) above, additional or escalation rent based upon: (x) a percentage of sales or (y) tenant’s share of real estate taxes, operating expenses (including insurance), labor costs, costs of living indices or xxxxxx’x wages (collectively, “Overage Rent”) shall pay to Sublandlord rent at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached hereto, payable in equal monthly installments in advance commencing on the Commencement Date be adjusted and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial monthrated, subject to subsection (iv) below, on an if, as and when collected basis. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant The following shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment apply to the extent that same exceeds the Base Taxes. 3.3 Commencing Overage Rent is billed on the Commencement basis of Sellers’ estimates or an annual budget, which is subject to subsequent reconciliation and readjustment with each such tenant at the end of the applicable year: Notwithstanding anything to the contrary contained herein, Sellers shall be responsible for the reconciliation of the Overage Rent paid by the tenants for calendar year 2015 in the ordinary course of their business and there shall be no credit or charge to the Purchaser for any such amounts. Purchaser shall use commercially reasonable efforts to collect any Overage Rent attributable to calendar year 2015 after Sellers deliver the 2015 reconciliations to the tenants and to Purchaser. Within ninety (90) days following the Closing Date, Subtenant Sellers shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share provide Purchaser with a reconciliation statement for the portion of the Operating Payment 2016 calendar year up until the Closing Date, with all necessary supporting documentation, as to the extent Overage Rent paid by the tenants for such period. Such reconciliation statement shall indicate any difference between the Overage Rent paid by the tenants (based on each Seller’s annual 2016 budget for real estate taxes and operating expenses) and the amount that same exceeds should have been paid by the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect tenants through the Closing Date (based on the actual expenses covering such time period); If Sellers have collected more on account of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment such Overage Rent than such actual amount for such time period (with it being acknowledged that such calculation shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due made only with respect to Overlandlord actually collected Overage Rent sums for such time period, and shall not any such sums that may be pro-rated for any partial month or year during the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation so receivable from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlordtenants), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If then the amount of the Base Operating Expenses such difference shall be reduced by reason of audit or otherwise, paid to Purchaser; If Sellers have collected less from the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after tenants for Overage Rents than the actual amounts for such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month time period, then the next amount of such failure under-collected Overage Rents shall be deemed paid and delivered to be a Default hereunder. Subtenant shall paySellers if, as additional rentand when collected. If, on the Closing Date, there are any unpaid Overage Rents for services requested directly the month of Closing (or other period during which the Closing Date occurs) or past due Overage Rents owing by any tenants for any prior period, Overage Rents collected by Purchaser after the Closing Date from Overlandlord as prescribed such tenants will be applied first, to the actual out-of-pocket third party costs incurred by Purchaser in collecting such past due Rents; second, to the month of Closing; third to amounts due Purchaser for periods following the month in which the Closing occurred; and fourth, to amounts due Sellers for the months prior to the month in which the Closing occurred. Purchaser shall be solely responsible for performing any Overage Rent reconciliations with tenants under the Leases with respect to the entire calendar year in which the Closing occurs. Purchaser shall include in any Operating Expense reconciliations with the tenants under the Leases copies of any applicable billing statements and invoice back-up provided by Sellers for operating expenses incurred by Sellers during the period of Sellers’ ownership of the Properties, and shall use commercially reasonable efforts to collect from tenants all amounts due to each Seller; Notwithstanding anything in this Section 3.7. This Section 3.7 shall not be applicable 11.3(b) to electricity, which is covered by Section 9 hereof. 3.8 As used hereinthe contrary, the term “additional rent” recoveries and expenses for any Overage Rent for tenants that pay Overage Rent on an annual basis shall refer be prorated on an accrual basis as of Closing; and Any prorations relating to all sums Overage Rent proposed by either party shall be subject to the other party’s review and reasonable approval. Upon written request of money which shall become due and payable by Subtenant either party to Sublandlord hereunderthe other delivered on or before the earlier of December 30, other than Sublease Rent, 2016 and the terms “rent” and “rents” shall both refer to Sublease date that is twelve (12) months after Closing, Overage Rent and additional rent. All rents shall be payable in lawful money reprorated as of the United States at such place and to such person as Sublandlord shall from time to time designateClosing. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.”

Rents. 3.1 Subtenant a) All collected Rents (as hereinafter defined) shall pay to Sublandlord rent at the rate per annum equal to the Sublease Rent be prorated between Seller and Buyer as shown on Exhibit C attached hereto, payable in equal monthly installments in advance commencing of 12:01 AM on the Commencement Date Closing Date. Subject to Section 5.1(e) and 5.1(f) below, Seller shall be entitled to all collected Rents, including Pre-Closing Rents (as hereinafter defined) attributable to any period prior to, but not including, the Closing Date. Buyer shall be entitled to all collected Rents attributable to any period on and after the first (1st) day of each month thereafterClosing Date. After Closing, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant Buyer shall make an advance payment of one (1) month’s Sublease Rent a good faith effort to be applied to the first (1st) full month’s Sublease Rent. Regardless collect any Rents not collected as of the method Closing Date on Seller’s behalf and to tender the same to Seller upon receipt (which obligation of charging for electricity selected in Section 1.16, Buyer shall survive the Sublease Rent does Closing and not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriatemerged therein); provided, however, that (except for subsequent continuing equal monthly payments) no such payment all Rents collected by Buyer on or after the Closing Date shall be applied as specified or directed by the Current Occupant (hereinafter defined) making such payment, and if not specified or directed by the applicable Current Occupant making such payment, shall be first be applied to all amounts due until twenty under the Leases or Temporary Occupancy and Ancillary Agreements at the time of collection (20i.e., current Rents and sums due Buyer as the current owner and landlord) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Buyer shall not have an exclusive right to collect the sums due Seller or the Property Owners under the Leases, and Seller hereby retains all rights to pursue claims against any Current Occupants (bhereinafter defined) within thirty under Leases or Temporary Occupancy and Ancillary Agreements and Former Occupants (30hereinafter defined) days of receipt thereofunder Defaulted Agreements (hereinafter defined), pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and each case for recomputing Subtenant’s liability sums due with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional the Closing Date including, without limitation, (A) Rents (hereinafter defined) reflected on an updated accounts receivable report for Current Occupants of the Properties dated as of the Closings Date, (B) Rents and other amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery that may be recovered by, or on behalf of a xxxx thereforProperty Owner from Current Occupants or Former Occupants in the litigation or pre-litigation collection matters referenced on Schedules 5.1(a)-1, which shall be accompanied by a copy of 5.1(a)-2 and 5.1(a)-3 (collectively, the supporting documentation received by Sublandlord (if any“Pending Rent Litigation”). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (eC) any maintenance, repair or Rents and other service for which sums that are attributable to a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, period prior to the party designated Closing Date but may be due and payable before or after the Closing Date pursuant to a written deferral agreement between the applicable Property Owner and a Current Occupant (such sums under (A), (B) and (C), collectively, the “Pre-Closing Rents”); provided, however, that Seller: (i) shall keep the Buyer reasonably informed of Seller’s collection efforts involving Current Occupants; (ii) except for the Pending Rent Litigation, shall be required to notify Buyer in writing by Sublandlordof its intention to commence or pursue such legal proceedings against Current Occupants; (iii) except for the Pending Rent Litigation, of shall only be permitted to commence or pursue any such request if legal proceedings against Current Occupants after the estimated cost of such service date which is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six months after the Closing Date; and (6iv) month period, then except for the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Pending Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this SubleaseLitigation, shall not be a waiver ofpermitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying Lease. On the Closing Date, the Property Owners shall assign all or cause Sublandlord their respective right, title and interest in and to forfeit the Pre-Closing Rents (including the rights of the respective Property Owner in connection with the Pending Rent Litigation) to Seller or surrender, its rights to collect any rents which may have become due Seller’s designee pursuant to this Sublease. Subtenant’s liability for rents accruing during the Terma written assignment in a form reasonably acceptable to both parties, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, which shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.include a

Rents. 3.1 Subtenant Rents and other charges payable by tenants under the Leases (“Rents”) shall pay be apportioned as and when collected. Any Rents collected by Purchaser (which shall include Rents collected by any agent acting for Purchaser) subsequent to Sublandlord rent the Closing (whether due and payable prior to or subsequent to the Closing Date) shall be adjusted as of the 11:59 p.m. on the Closing Date (the “Adjustment Point”), and any portion thereof properly allocable to periods prior to the Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be paid by Purchaser to Seller (or such parties as may be directed by Seller) promptly after the collection thereof by Purchaser, but subject to the further provisions of this Section in the case of Rents due prior to the Adjustment Point. If prior to the Closing any entity within the term Seller have collected any Rents (which shall include Rents collected by any agent acting for such parties) which are properly allocable in whole or in part to periods subsequent to the Adjustment Point, the portion thereof so allocable to periods subsequent to the Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be credited to Purchaser by Seller at the rate per annum equal Closing. As used in this Section the term “costs of collection” shall mean and include reasonable attorneys’ fees and other costs incurred by Purchaser or Seller in collecting any Rents, but shall not include the regular fees payable to any property manager for the Property, the payroll costs of any of Seller’s employees or any other internal costs or overhead of Seller or Purchaser. 1. Ten (10) business days prior to the Sublease Rent Closing, Seller shall deliver to Purchaser a list of all tenants which are delinquent in payment of Rents, which list shall set forth the amount of each such delinquency, the period to which each such delinquency relates and the nature of the amount due itemizing separately, as shown on Exhibit C attached heretoapplicable, payable fixed monthly rent, tax reimbursements, common area maintenance, operating expense escalations, electric charges, charges for tenant services, charges for overtime services, percentage rent and other charges, if any. Any amount collected by Purchaser after the Closing Date, from tenants who owe Rents for periods prior to the Closing Date, shall be applied (i) first, in equal monthly installments payment of Rents for the month in advance commencing which the Closing Date occurs (the “Closing Month”) and in payment of Rents for the periods following the Closing Month and (ii) second, in payment of Rents for the periods preceding the Closing Month. Each such amount, less any costs of collection (including reasonable counsel fees) reasonably allocable thereto, shall be adjusted and prorated as provided above, and the party who receives such amount shall promptly pay over to the other party the portion thereof to which it is so entitled. 2. Purchaser shall use commercially reasonable efforts to bxxx and collect any delinquencies set forth on the Commencement Date list delivered by Seller pursuant to this Section for a period of six (6) months after the Closing and on the first (1st) day of each month thereafteramount thereof, without notice from Sublandlordas, pro-rated for any partial month. Simultaneously upon execution of this Sublease when and as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds collected by Purchaser, shall, if due to Seller pursuant to the Base Taxes. 3.3 Commencing on provisions of this Section, be paid by Purchaser to Seller (or such parties as directed by Seller), less any costs of collection (including reasonable counsel fees) reasonably allocable thereto, promptly after the Commencement Datecollection thereof by Purchaser. In no event shall Purchaser be obligated to institute any actions or proceedings or to seek the eviction of any tenant in order to collect any such delinquencies. Thereafter, Subtenant Seller shall pay have the right to Sublandlord additional rent equal sxx tenants to Subtenant’s Proportionate Share of the Operating Payment collect such delinquencies and Purchaser shall cooperate (but shall not be obligated to spend any money unless Seller have agreed to reimburse Purchaser therefor) with Seller to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Termreasonably necessary, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord Seller shall have furnished Subtenant with notice thereof, together with a copy of no right to cause any such tenant to be evicted or to exercise any other “landlord” remedy (as set forth in the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if anyLease) against such tenant other than to sxx for collection. 3.5 If Overlandlord 3. Following the Closing and upon the written request of Seller, as applicable, Purchaser shall issue submit or cause to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating be submitted to any part of the TermSeller, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days after the end of each calendar quarter up to and including the calendar quarter which includes the date that is six (6) months after the Closing Date, but only so long as any delinquencies shall be owed to Seller, a statement which sets forth all collections made by Purchaser from the tenants which owe such delinquencies through the end of such calendar quarter. Seller shall have the right from time to time following the Closing until ninety (90) days after receipt by Seller of the last quarterly statement required hereunder, at Seller’s expense, to examine and audit so much of the books and records of Purchaser as relate to such delinquencies in order to verify the collections reported by Purchaser in such quarterly statements. 4. Purchaser agrees not to waive or settle any delinquency owed in whole or in part to Seller without the prior written consent of Seller, which consent may be granted or withheld in Seller’s reasonable discretion. 5. With respect to that portion of Rents which are payable on an annual, semiannual or other non-monthly basis, all such payments which become due after the Closing, to the extent allocable to periods prior to the Adjustment Point, shall be paid by Purchaser to Seller (or such parties as may be directed by Seller) promptly after receipt thereof, pay subject to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share costs of such credit or refund remaining after deducting therefrom: 3.5.1 the portioncollection, if any, properly allocable thereto. With respect to that portion of Rents that are attributable to payments of expenses such as common area maintenance charges, association charges or advertising and promotional charges, such Rents shall be apportioned based on which party paid or will pay the correlating expenses for the relevant period. With respect to that portion of Rents which are billed on an index-based formula or on an estimated basis during the fiscal or other period for which paid, at the end of such credit fiscal or refund resulting from other period Purchaser shall determine whether the items in question have been over billed or under billed (or over- or under-estimated, as applicable). If there has been an over billing or over-estimation and an over billed/estimated amount has been received, Seller shall, promptly after request by Purchaser, pay to Purchaser the portion of such over billed/estimated amount which is properly allocable to the period prior to the Adjustment Point (to the extent such amount was actually received), and promptly thereafter Purchaser shall reimburse the entire over billed/estimated amount to the tenants which paid the same. If there has been an under billing or under-estimation, the additional amount shall be billed by Purchaser to the tenants and any reduction in Taxes and Assessments amount received by Purchaser, net of costs of collection, if any, to the extent properly allocable to periods prior to the Adjustment Point shall promptly be paid by Purchaser to Seller (or such parties as may be directed by Seller). In the event that a tenant requires an audit with respect to an amount less than over-billing or under-billing that relates to the Base Taxes or time period prior to the Adjustment Point, Purchaser shall promptly notify Seller and Seller may either (i) conduct such audit at its sole cost and expense, in which case Seller shall consult with Purchaser in the conduct of same and Purchaser shall reasonably cooperate with Seller and provide Seller with reasonable access to any reduction books and records reasonably necessary to conduct such audit or (ii) decline to conduct such audit, in Operating Expenses which case Seller shall reimburse Purchaser for the reasonable costs incurred by Purchaser to an amount less than conduct such audit relating to the Base Operating Expensestime period prior to the Adjustment Point. Seller shall maintain all books and records that may be relevant to any audit for the time period required by the respective Lease, andand provide Purchaser and the respective Tenant access thereto in connection with any audit that is permitted by such Lease. 3.5.2 Subtenant’s Proportionate Share 6. Notwithstanding anything to the contrary set forth in this Section, Seller (or such parties as may be directed by Seller) shall be entitled to receive, and Purchaser shall pay to Seller (or such parties as may be directed by Seller) promptly after receipt thereof, net of any costs of collection and expenses, including reasonable attorneys’ fees, incurred if any, properly allocable thereto, (i) all amounts payable by Sublandlord in connection with compelling Overlandlord tenants on account of all real estate and personal property taxes, general and special assessments, water and sewer charges, license fees and other fees and charges assessed or imposed by governmental authorities upon the Properties (the “Impositions”) which, pursuant to obtain the terms of this Section, it is Seller’s obligation to pay and discharge (to the extent Seller either paid such amounts or Purchaser received a credit or refund. 3.6 If the amount of the Base Operating Expenses therefor pursuant to this Section), which amounts shall be reduced apportioned between Seller and Purchaser in the same manner as the Impositions to which they relate and (ii) all amounts payable by reason tenants on account of audit utilities which, pursuant to the terms of this Section, it is Seller’s obligation to pay and discharge (to the extent Seller either paid such amounts or otherwisePurchaser received a credit therefor pursuant to this Section), the reduced amount which amounts shall be used apportioned between Seller and Purchaser in computing Subtenant’s liability under Section 3.3 hereof, with respect the same manner as the utilities to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such paymentthey relate. Notwithstanding anything to the foregoing, Subtenant shall have the right to request such additional day to day services, as contrary set forth in this Section, Purchaser shall be entitled to receive, and Seller shall pay to Purchaser promptly after receipt thereof, net of costs of collection and reasonable attorneys’ fees, if any, properly allocable thereto, (a)-(ei) hereofall amounts payable by tenants on account of Impositions which, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, pursuant to the party designated in writing by Sublandlordterms of this Section, of any such request if the estimated cost of such service it is greater than One Thousand Dollars ($1,000.00) per service request. SubtenantPurchaser’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails obligation to pay any additional rent when due, Sublandlord shall have all of and discharge (to the rights and remedies provided for herein extent Purchaser either paid such amounts or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make Seller received a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due credit therefor pursuant to this Sublease. Subtenant’s liability for rents accruing during Section), which amounts shall be apportioned between Seller and Purchaser in the Termsame manner as the Impositions to which they relate and (ii) all amounts payable by tenants on account of utilities which, and Sublandlordpursuant to the terms of this Section, it is Purchaser’s obligation to refund overpayments pay and discharge (to the extent Purchaser either paid such amounts or Seller (or a party designated by Seller) received a credit therefor pursuant to this Section), which amounts shall be apportioned between Seller and Purchaser in the same manner as the utilities to which they relate. 7. Any advance rental deposits or payments held by Seller on the Closing Date and applicable to periods of or adjustments time subsequent to rents paid the Adjustment Point, and any security deposits held by Seller on the Closing Date, together with any interest thereon, if any, which, under the terms of the applicable Leases, is payable to it by Subtenantthe tenants thereunder, shall survive the expiration be paid or sooner termination of this Sublease. 3.11 If Subtenant fails credited to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon Purchaser at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunderClosing.

Rents. 3.1 Subtenant Rents and other charges payable by tenants under the Leases (“Rents”) shall pay be apportioned as and when collected. Any Rents collected by Purchaser (which shall include Rents collected by any agent acting for Purchaser) subsequent to Sublandlord rent the Closing (whether due and payable prior to or subsequent to the Closing Date) shall be adjusted as of the 11:59 p.m. on the Closing Date (the “Adjustment Point”), and any portion thereof properly allocable to periods prior to the Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be paid by Purchaser to Seller (or such parties as may be directed by Seller) promptly after the collection thereof by Purchaser, but subject to the further provisions of this Section in the case of Rents due prior to the Adjustment Point. If prior to the Closing any entity within the term Seller have collected any Rents (which shall include Rents collected by any agent acting for such parties) which are properly allocable in whole or in part to periods subsequent to the Adjustment Point, the portion thereof so allocable to periods subsequent to the Adjustment Point, net of costs of collection properly allocable thereto, if any, shall be credited to Purchaser by Seller at the rate per annum equal Closing. As used in this Section the term “costs of collection” shall mean and include reasonable attorneys’ fees and other costs incurred by Purchaser or Seller in collecting any Rents, but shall not include the regular fees payable to any property manager for the Property, the payroll costs of any of Seller’s employees or any other internal costs or overhead of Seller or Purchaser. 1. Ten (10) business days prior to the Sublease Rent Closing, Seller shall deliver to Purchaser a list of all tenants which are delinquent in payment of Rents, which list shall set forth the amount of each such delinquency, the period to which each such delinquency relates and the nature of the amount due itemizing separately, as shown on Exhibit C attached heretoapplicable, payable fixed monthly rent, tax reimbursements, common area maintenance, operating expense escalations, electric charges, charges for tenant services, charges for overtime services, percentage rent and other charges, if any. Any amount collected by Purchaser after the Closing Date, from tenants who owe Rents for periods prior to the Closing Date, shall be applied (i) first, in equal monthly installments payment of Rents for the month in advance commencing which the Closing Date occurs (the “Closing Month”), and in payment of Rents for the periods following the Closing Month and (ii) second, in payment of Rents for the periods preceding the Closing Month. Each such amount, less any costs of collection (including reasonable counsel fees) reasonably allocable thereto, shall be adjusted and prorated as provided above, and the party who receives such amount shall promptly pay over to the other party the portion thereof to which it is so entitled. 2. Purchaser shall use commercially reasonable efforts to bxxx and collect any delinquencies set forth on the Commencement Date list delivered by Seller pursuant to this Section for a period of six (6) months after the Closing and on the first (1st) day of each month thereafteramount thereof, without notice from Sublandlordas, pro-rated for any partial month. Simultaneously upon execution of this Sublease when and as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds collected by Purchaser, shall, if due to Seller pursuant to the Base Taxes. 3.3 Commencing on provisions of this Section, be paid by Purchaser to Seller (or such parties as directed by Seller), less any costs of collection (including reasonable counsel fees) reasonably allocable thereto, promptly after the Commencement Datecollection thereof by Purchaser. In no event shall Purchaser be obligated to institute any actions or proceedings or to seek the eviction of any tenant in order to collect any such delinquencies. Thereafter, Subtenant Seller shall pay have the right to Sublandlord additional rent equal sxx tenants to Subtenant’s Proportionate Share of the Operating Payment collect such delinquencies and Purchaser shall cooperate (but shall not be obligated to spend any money unless Seller have agreed to reimburse Purchaser therefor) with Seller to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Termreasonably necessary, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord Seller shall have furnished Subtenant with notice thereof, together with a copy of no right to cause any such tenant to be evicted or to exercise any other “landlord” remedy (as set forth in the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if anyLease) against such tenant other than to sxx for collection. 3.5 If Overlandlord 3. Following the Closing and upon the written request of Seller, as applicable, Purchaser shall issue submit or cause to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating be submitted to any part of the TermSeller, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days after the end of each calendar quarter up to and including the calendar quarter which includes the date that is six (6) months after the Closing Date, but only so long as any delinquencies shall be owed to Seller, a statement which sets forth all collections made by Purchaser from the tenants which owe such delinquencies through the end of such calendar quarter. Seller shall have the right from time to time following the Closing until ninety (90) days after receipt by Seller of the last quarterly statement required hereunder, at Seller’s expense, to examine and audit so much of the books and records of Purchaser as relate to such delinquencies in order to verify the collections reported by Purchaser in such quarterly statements. 4. Purchaser agrees not to waive or settle any delinquency owed in whole or in part to Seller without the prior written consent of Seller, which consent may be granted or withheld in Seller’s reasonable discretion. 5. With respect to that portion of Rents which are payable on an annual, semiannual or other non-monthly basis, all such payments which become due after the Closing, to the extent allocable to periods prior to the Adjustment Point, shall be paid by Purchaser to Seller (or such parties as may be directed by Seller) promptly after receipt thereof, pay subject to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share costs of such credit or refund remaining after deducting therefrom: 3.5.1 the portioncollection, if any, properly allocable thereto. With respect to that portion of Rents that are attributable to payments of expenses such as common area maintenance charges, association charges or advertising and promotional charges, such Rents shall be apportioned based on which party paid or will pay the correlating expenses for the relevant period. With respect to that portion of Rents which are billed on an index-based formula or on an estimated basis during the fiscal or other period for which paid, at the end of such credit fiscal or refund resulting from other period Purchaser shall determine whether the items in question have been over billed or under billed (or over- or under-estimated, as applicable). If there has been an over billing or over-estimation and an over billed/estimated amount has been received, Seller shall, promptly after request by Purchaser, pay to Purchaser the portion of such over billed/estimated amount which is properly allocable to the period prior to the Adjustment Point (to the extent such amount was actually received), and promptly thereafter Purchaser shall reimburse the entire over billed/estimated amount to the tenants which paid the same. If there has been an under billing or under-estimation, the additional amount shall be billed by Purchaser to the tenants and any reduction in Taxes and Assessments amount received by Purchaser, net of costs of collection, if any, to the extent properly allocable to periods prior to the Adjustment Point shall promptly be paid by Purchaser to Seller (or such parties as may be directed by Seller). In the event that a tenant requires an audit with respect to an amount less than over-billing or under-billing that relates to the Base Taxes or time period prior to the Adjustment Point, Purchaser shall promptly notify Seller and Seller may either (i) conduct such audit at its sole cost and expense, in which case Seller shall consult with Purchaser in the conduct of same and Purchaser shall reasonably cooperate with Seller and provide Seller with reasonable access to any reduction books and records reasonably necessary to conduct such audit or (ii) decline to conduct such audit, in Operating Expenses which case Seller shall reimburse Purchaser for the reasonable costs incurred by Purchaser to an amount less than conduct such audit relating to the Base Operating Expensestime period prior to the Adjustment Point. Seller shall maintain all books and records that may be relevant to any audit for the time period required by the respective Lease, andand provide Purchaser and the respective Tenant access thereto in connection with any audit that is permitted by such Lease. 3.5.2 Subtenant’s Proportionate Share 6. Notwithstanding anything to the contrary set forth in this Section, Seller (or such parties as may be directed by Seller) shall be entitled to receive, and Purchaser shall pay to Seller (or such parties as may be directed by Seller) promptly after receipt thereof, net of any costs of collection and expenses, including reasonable attorneys’ fees, incurred if any, properly allocable thereto, (i) all amounts payable by Sublandlord in connection with compelling Overlandlord tenants on account of all real estate and personal property taxes, general and special assessments, water and sewer charges, license fees and other fees and charges assessed or imposed by governmental authorities upon the Properties (the “Impositions”) which, pursuant to obtain the terms of this Section, it is Seller’s obligation to pay and discharge (to the extent Seller either paid such amounts or Purchaser received a credit or refund. 3.6 If the amount of the Base Operating Expenses therefor pursuant to this Section), which amounts shall be reduced apportioned between Seller and Purchaser in the same manner as the Impositions to which they relate and (ii) all amounts payable by reason tenants on account of audit utilities which, pursuant to the terms of this Section, it is Seller’s obligation to pay and discharge (to the extent Seller either paid such amounts or otherwisePurchaser received a credit therefor pursuant to this Section), the reduced amount which amounts shall be used apportioned between Seller and Purchaser in computing Subtenant’s liability under Section 3.3 hereof, with respect the same manner as the utilities to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such paymentthey relate. Notwithstanding anything to the foregoing, Subtenant shall have the right to request such additional day to day services, as contrary set forth in this Section, Purchaser shall be entitled to receive, and Seller shall pay to Purchaser promptly after receipt thereof, net of costs of collection and reasonable attorneys’ fees, if any, properly allocable thereto, (a)-(ei) hereofall amounts payable by tenants on account of Impositions which, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, pursuant to the party designated in writing by Sublandlordterms of this Section, of any such request if the estimated cost of such service it is greater than One Thousand Dollars ($1,000.00) per service request. SubtenantPurchaser’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails obligation to pay any additional rent when due, Sublandlord shall have all of and discharge (to the rights and remedies provided for herein extent Purchaser either paid such amounts or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make Seller received a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due credit therefor pursuant to this Sublease. Subtenant’s liability for rents accruing during Section), which amounts shall be apportioned between Seller and Purchaser in the Termsame manner as the Impositions to which they relate and (ii) all amounts payable by tenants on account of utilities which, and Sublandlordpursuant to the terms of this Section, it is Purchaser’s obligation to refund overpayments pay and discharge (to the extent Purchaser either paid such amounts or Seller (or a party designated by Seller) received a credit therefor pursuant to this Section), which amounts shall be apportioned between Seller and Purchaser in the same manner as the utilities to which they relate. 7. Any advance rental deposits or payments held by Seller on the Closing Date and applicable to periods of or adjustments time subsequent to rents paid the Adjustment Point, and any security deposits held by Seller on the Closing Date, together with any interest thereon, if any, which, under the terms of the applicable Leases, is payable to it by Subtenantthe tenants thereunder, shall survive the expiration be paid or sooner termination of this Sublease. 3.11 If Subtenant fails credited to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon Purchaser at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunderClosing.

Rents. 3.1 Subtenant Rents actually collected under the Leases and all other income actually collected from the Properties shall pay be prorated for each Property on the Closing Date for such Property. Base rents and other charges actually paid to Sublandlord rent at a Property Owner by the rate per annum equal Tenant under any Lease (including any pet rent, parking payments and tenant reimbursements (other than RUBS which is handled below)) (collectively, “Rents”) for the month of the Closing Date and collected by the applicable Property Owner prior to the Sublease Rent as shown on Exhibit C attached hereto, payable in equal monthly installments in advance commencing Closing Date shall be prorated on the Commencement Closing Date for such Property. Uncollected Rents and on other uncollected income shall not be prorated at Closing. Following each Closing Date, if Steadfast (or the first (1stProperty Owner or its manager) day of each month thereafter, without notice from Sublandlord, pro-rated for receives any partial month. Simultaneously upon execution of this Sublease and as a condition Rents or other income it shall promptly deliver such Rents to the effectiveness applicable Company Subsidiary. During the period after each Closing Date, the Company shall direct the applicable Company Subsidiary to deliver to Steadfast Steadfast’s pro rata share of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to any and all Rents accrued but uncollected for the first (1st) full month’s Sublease Rent. Regardless Properties as of the method of charging Closing Date for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment such Properties to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Datesubsequently collected by such Company Subsidiary, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share net of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriatecollection costs incurred by any such Company Subsidiary; provided, however, the Parties agree that (except the Company Subsidiary shall apply Rents received from the Tenant after such Closing Date for subsequent continuing equal monthly payments) no any Property first to payment of Rents due from such Tenant for any calendar month or months following the Closing Date until such Tenant is current in the payment shall be due until twenty (20) of post-Closing Rents, then to the Rents owing by such Tenant for the month of the Closing Date, and thereafter to any pre-Closing delinquencies of such Tenant. For a period of 60 days after Sublandlord the applicable Closing, the applicable Company Subsidiary shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation attempt to collect rent arrearages from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of Tenants still residing at the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) Properties in the amount equal ordinary course of business, but shall not be obligated to Subtenant’s Proportionate Share of such credit engage a collection agency or refund remaining after deducting therefrom: 3.5.1 take legal action to collect any rent arrearages. The Company (and the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20applicable Company Subsidiary) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the sole right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to pursue and collect rent arrearages after the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this SubleaseClosing, provided however, if amounts are not collected by the Company Subsidiary within 60 days after the applicable Closing Date, then Steadfast may pursue any Tenants no longer residing at the Properties, provided that in no event shall Steadfast or any Property Owner have any right to commence or take any action which would affect any Tenant’s right to possession or control of any portion of any Property or be in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction form of any kind whatsoever (except as expressly provided otherwise) andeviction, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights forcible entry and remedies provided detainer or other similar action following Closing for herein or at law or in equity as in the case of non-payment of Sublease Rentsuch Property. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant shall pay to Sublandlord rent at 2.1 Throughout the rate per annum equal to the Sublease Rent as shown on Exhibit C attached hereto, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness Term of this Sublease, Subtenant shall make an advance payment pay, on the first day of one every month, without prior notice or demand and without set-off or reduction, as rental for the Subtenant’s Premises, the sum equal to one-twelfth (11/12th) of the annual Sublease Rent, as hereinafter defined. If the Term commences on a date other than the first day of a month’s , Sublease Rent to for the period commencing on the first day of the Term and continuing for the remainder of such month shall be applied prorated at the rate of one-three hundred sixtieth (1/360th) of the annual Sublease Rent per day and shall be due and payable on the commencement of the Term. Sublease Rent is defined as the sum of (a) the rental under the Lease, (b) the taxes under the Lease (other than Excluded Taxes, as hereinafter defined), (c) Operating Expenses (as hereinafter defined), (d) the depreciation of leasehold improvements made prior to the first date of the Agreement in accordance with the schedule set forth in Exhibit A attached hereto and (1ste) full monthat any time that Tenant’s facilities department is providing facilities services to the Subtenant’s Premises as more particularly set forth in Section 7.13 below, the cost of facilities services. For calendar year 2003, the annual Sublease Rent shall be $552,436.25. Thereafter, Tenant shall provide annual notice to Subtenant of any adjustment to the Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment Any such adjustment shall be due on solely the dates on which Sublandlord’s payments under the corresponding provisions result of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund changes in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base payments paid by Tenant to Landlord in accordance with the Lease, changes in the Operating Expenses, changes in the depreciation of the leasehold improvements, and/or changes in facilities services expenses. Promptly after the end of each year, Tenant shall provide to Subtenant a reasonably detailed annual statement setting forth the Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, incurred in the prior year. In the event that Subtenant fails there is a reconciliation adjustment to so notify Sublandlord three Tenant’s Rent paid for the Leased Premises (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset credit or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.additional

Rents. 3.1 Subtenant Rents shall pay be prorated as of midnight of the day immediately preceding the Closing Date. Without otherwise limiting the foregoing, Seller shall be entitled to Sublandlord all rents (including any percentage rent and any accrued tax and operating expense escalations, subject to the provisions of SECTION 5.6), charges, and other revenue of any kind attributable to any period under the Leases to but not including the Closing Date. Buyer shall be entitled to all rents (including any percentage rent and any accrued tax and operating expense escalations, subject to the provisions of SECTION 5.6), charges and other revenue of any kind attributable to any period under the Leases on and after the Closing Date. Rents and expense escalations or other reimbursements due landlord under the Leases not collected as of the Closing Date shall not be prorated at the rate per annum equal to the Sublease Rent as shown on Exhibit C attached heretotime of Closing, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant but Buyer shall make an advance payment a good faith effort to collect the same on Seller's behalf (which obligation of one (1) month’s Sublease Rent Buyer shall survive the Closing), and to tender the same to Seller upon receipt, provided that all rents, escalations and other reimbursements due landlord under the Leases collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the first Leases at the time of collection (1sti.e., current rents and sums due Buyer as the current owner and landlord) full month’s Sublease Rent. Regardless of with the method of charging for electricity selected in Section 1.16balance (if any) payable to Seller, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment but only to the extent that same exceeds of amounts delinquent and actually due Seller. Buyer shall not have an exclusive right to collect the Base Taxes. 3.3 Commencing on sums due Seller under the Commencement Date, Subtenant shall pay Leases and Seller hereby retains its rights to Sublandlord additional rent equal pursue any tenant under the Leases for sums due Seller for periods attributable to Subtenant’s Proportionate Share Seller's ownership of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriateProperty; provided, however, that (except Seller shall not without Buyer's prior written consent, which may be withheld for subsequent continuing equal monthly payments) any reason or for no such payment reason, cause any Lease to be terminated as a result of any default by any tenant under its Lease. Buyer shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply receive a credit or refund) in against the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord Purchase Price for all costs security deposits and expenses payable under pre-paid rentals held by Seller covering the Xxxxxxxxx arising out of Subtenant’s requests for servicesperiod post-Closing. To the extent assignable, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) Seller shall assign to Buyer any maintenance, repair or other service for which a separate charge is made security deposits held by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereofSeller at Closing. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant shall pay to Sublandlord rent at All base or minimum rents (the rate per annum equal “Minimum Rents”), additional rents, percentage rents, common area maintenance expenses, operating expenses and all other rents or income pertaining to the Sublease Rent Property from all Tenants (collectively, the “Rents”) shall be prorated as shown of the Proration Date between Seller and Purchaser based upon the respective days of ownership of Seller and Purchaser, in the manner hereafter set forth: 7.3.2.1. All Minimum Rents for the calendar month of Closing shall be prorated for the month in which Closing occurs if collected on Exhibit C attached heretoor before the Proration Date. There shall be no proration or adjustment for any past due Minimum Rents. Seller shall reimburse Purchaser at Closing for all Minimum Rents prepaid to Seller for any period after the calendar month during which the Closing occurs. 7.3.2.2. Purchaser shall be credited with the amount of all operating expenses, payable common area maintenance, insurance, Taxes, and all other reimbursements from Tenants (collectively, the “Tenant Contributions”) for the month of Closing received by Seller and attributable to any period following the Proration Date. Neither Seller nor Purchaser shall receive credit at Closing for any payments or obligations for any Tenant Contributions due but not paid as of the Proration Date. At the time of the final calculation and collection from Tenants of Tenant Contributions for the period including the Closing Date, whether in equal monthly installments the nature of a reconciliation payment or full payment, in advance commencing arrears or otherwise, there shall be a reproration between Seller and Purchaser with respect to the Tenant Contributions. Such reproration shall not be made on the Commencement Date basis of a per diem method of allocation, but shall instead be apportioned between Seller and Purchaser on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness of this Sublease, Subtenant shall make an advance payment of one (1) month’s Sublease Rent to be applied to the first (1st) full month’s Sublease Rent. Regardless basis of the method relative share of charging for electricity selected actual expenses in Section 1.16, question incurred by Seller and Purchaser during the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to Lease year in question. To the extent that same exceeds any Lease requires any Tenant to make a lump sum payment to Seller after the Base Closing Date based upon actual Taxes. 3.3 Commencing on , operating or similar expenses for the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment shall be due on the dates on which Sublandlord’s payments under the corresponding provisions of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year Property during the Termyear in which Closing occurs, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such lump sum payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereofprorated between Seller and Purchaser, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall follows: (a) provide Subtenant with a copy payments for items such as Taxes which are allocable equally over the year shall be prorated in proportion to the number of days during such year for which Seller and Purchaser owned the supporting documentation received by Sublandlord from Overlandlord (if any) Property, and (b) within thirty (30) days of receipt thereofpayments such as operating expenses which fluctuate during the year shall be prorated as necessary to reflect the expenditures actually made by Seller and Purchaser in connection with the expense to which such payments apply. At Closing, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) Seller and Purchaser shall mutually and in good faith estimate the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portionamount, if any, of such by which tenants have overpaid Tenant Contributions for periods prior to the Closing Date and, at Closing, Purchaser shall receive a credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Operating Expenses shall be reduced by reason of audit or otherwise, the reduced amount shall be used in computing Subtenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx therefor, which shall be accompanied by a copy of the supporting documentation received by Sublandlord (if any). 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such paymentestimate. Notwithstanding the foregoing, Subtenant Seller shall have continue to be responsible for the amount of such over payments if such credit funds shall be insufficient to pay the same. If and when Purchaser collects any past due Rents or Tenant Contributions after Closing, after reimbursement to Purchaser for collection expenses, such net past due Rents or Tenant Contributions collected shall be applied first to any amounts owing to Purchaser for any period from and after the Closing, then to Seller for past due Rents or Tenant Contributions in order of due date. If any delinquent Rents or Tenant Contributions due Seller is not paid by the Tenant within ninety (90) days after the Closing, Seller shall retain the right to request such additional day pursue any remedies of Seller against Tenants after Closing for any delinquent Rents or Tenant Contributions owed to day servicesSeller, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone except for dispossessory or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in the event that Subtenant fails to so notify Sublandlord three (3) times within any six (6) month period, then the next such failure shall be deemed to be a Default hereunder. Subtenant shall pay, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7. This Section 3.7 shall not be applicable to electricity, which is covered by Section 9 hereofdistress proceedings. 3.8 As used herein, the term “additional rent” shall refer to all sums of money which shall become due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designate. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.

Rents. 3.1 Subtenant shall pay to Sublandlord rent at 2.1 Throughout the rate per annum equal to the Sublease Rent as shown on Exhibit C attached hereto, payable in equal monthly installments in advance commencing on the Commencement Date and on the first (1st) day of each month thereafter, without notice from Sublandlord, pro-rated for any partial month. Simultaneously upon execution of this Sublease and as a condition to the effectiveness Term of this Sublease, Subtenant shall make an advance payment pay, on the first day of one every month, without prior notice or demand and without set-off or reduction, as rental for the Subtenant’s Premises, the sum equal to one-twelfth (11/12th) of the annual Sublease Rent, as hereinafter defined. If the Term commences on a date other than the first day of a month’s , Sublease Rent for the period commencing on the first day of the Term and continuing for the remainder of such month shall be prorated at the rate of one-three hundred sixtieth (1/360th) of the annual Sublease Rent per day and shall be due and payable on the commencement of the Term. Sublease Rent is defined as the product of: (i) the annual per square foot cost incurred by Tenant in operating the Leased Premises, which is comprised of (a) the “Basic Rent” under the Lease (as the same may from time to time be applied reduced pursuant to Section 37 of the Lease), (b) the “Operating Expenses” under the Lease, (c) net parking expenses, and (d) at any time that Tenant’s facilities department is providing facilities services to the first Subtenant’s Premises as more particularly set forth in Section 7.13 below, the cost of facilities services; multiplied by (1stii) full monththe agreed upon number of rentable square feet in the Subtenant’s Premises as provided in Recital B above. For calendar year 2003, the annual Sublease Rent shall be $24.00 per square foot. Thereafter, Tenant shall provide annual notice to Subtenant of any adjustment to the Sublease Rent. Regardless of the method of charging for electricity selected in Section 1.16, the Sublease Rent does not include electricity. 3.2 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Tax Payment to the extent that same exceeds the Base Taxes. 3.3 Commencing on the Commencement Date, Subtenant shall pay to Sublandlord additional rent equal to Subtenant’s Proportionate Share of the Operating Payment to the extent that same exceeds the Base Operating Expenses. 3.4 Subtenant’s payments under Section 3.2 in respect of Subtenant’s Proportionate Share of a Tax Payment and Section 3.3 in respect of Subtenant’s Proportionate Share of an Operating Payment Any such adjustment shall be due on solely the dates on which Sublandlord’s payments under the corresponding provisions result of the Xxxxxxxxx are due to Overlandlord and shall be pro-rated for any partial month or year during the Term, as appropriate; provided, however, that (except for subsequent continuing equal monthly payments) no such payment shall be due until twenty (20) days after Sublandlord shall have furnished Subtenant with notice thereof, together with a copy of the related xxxx and relevant supporting documentation from Overlandlord (or a copy thereof as received by Sublandlord from Overlandlord), if any. 3.5 If Overlandlord shall issue to Sublandlord any credit or refund changes in respect of a Tax Payment or Operating Payment relating to any part of the Term, Sublandlord shall (a) provide Subtenant with a copy of the supporting documentation received by Sublandlord from Overlandlord (if any) and (b) within thirty (30) days of receipt thereof, pay to Subtenant (or at Sublandlord’s option, apply a credit or refund) in the amount equal to Subtenant’s Proportionate Share of such credit or refund remaining after deducting therefrom: 3.5.1 the portion, if any, of such credit or refund resulting from any reduction in Taxes and Assessments to an amount less than the Base Taxes or to any reduction in Operating Expenses to an amount less than the Base Operating Expenses, and 3.5.2 Subtenant’s Proportionate Share of any costs and expenses, including attorneys’ fees, incurred by Sublandlord in connection with compelling Overlandlord to obtain such credit or refund. 3.6 If the amount of the Base Basic Rent and/or Operating Expenses shall be reduced paid by reason of audit or otherwise, Tenant to Landlord in accordance with the reduced amount shall be used in computing SubtenantLease (other than charges for Tenant’s liability under Section 3.3 hereof, with respect to periods after such reduction and for recomputing Subtenant’s liability with respect to periods prior to such reduction. Subtenant shall pay Sublandlord any additional amounts due in respect of such prior periods within twenty (20) days of Sublandlord’s delivery of a xxxx thereforInsulation, which shall not be accompanied included), net parking expenses and/or changes in facilities services expenses. In the event there is a reconciliation adjustment to Tenant’s Rent paid for the Leased Premises (credit or additional billing due) during any calendar year, Tenant shall provide the reconciliation amount along with the annual notice that sets forth the Sublease Rent for the following year, and appropriate payments shall be made between the parties within a reasonable time. In addition, Tenant shall provide detailed support of any adjustment to the Sublease Rent, which may include, if requested by a copy of the supporting documentation received by Sublandlord (if any)Subtenant, any applicable back-up reasonably obtainable from Landlord. 3.7 Subtenant shall, within twenty (20) days after Sublandlord’s delivery to Subtenant of Overlandlord’s invoice, pay or reimburse Sublandlord for all costs and expenses payable under the Xxxxxxxxx arising out of Subtenant’s requests for services, or other acts or omissions, including (a) supplemental chilled or condenser water, (b) above building standard or overtime HVAC, (c) extra cleaning, (d) overtime or dedicated freight elevator service, and (e) any maintenance, repair or other service for which a separate charge is made by Overlandlord. Sublandlord shall then promptly pay to Overlandlord such payment or reimbursement made by Subtenant to Sublandlord hereunder, unless Sublandlord had already paid Overlandlord such payment. Notwithstanding the foregoing, Subtenant shall have the right to request such additional day to day services, as set forth in (a)-(e) hereof, directly from Overlandlord, provided that Subtenant shall promptly notify Sublandlord, by telephone or email, to the party designated in writing by Sublandlord, of any such request if the estimated cost of such service is greater than One Thousand Dollars ($1,000.00) per service request. Subtenant’s failure to so notify Landlord shall not be deemed a Default under this Sublease, provided however, in 2.2 In the event that Subtenant fails timely requests in writing that Tenant exercise its right pursuant to so notify Sublandlord three (3Section 3(c) times within any six (6) month periodof the Lease to audit the Annual Operating Expense Statement for a particular year, then and delivers to Tenant concurrently therewith a statement setting forth Subtenant’s justification for auditing the next Annual Operating Expense Statement for such failure year, Tenant shall be deemed to be in good faith consider Subtenant’s request. If Tenant audits the Annual Operating Expense Statement for a Default hereunder. particular year at Subtenant’s request, then, unless Landlord pays for the cost of such audit as more particularly set forth in the Lease, Subtenant shall payreimburse Tenant, as additional rent, for services requested directly from Overlandlord as prescribed in this Section 3.7the costs of such audit. This Section 3.7 In the event that such audit reveals an overpayment of Operating Expenses, Tenant shall not be applicable credit the portion of such overpayment allocable to electricity, which is covered by Section 9 hereof. 3.8 As used herein, the term “additional rent” shall refer to all sums Subtenant’s Premises against the monthly installment(s) of money which shall become Sublease Rent next due and payable by Subtenant to Sublandlord hereunder, other than Sublease Rent, and the terms “rent” and “rents” shall both refer to Sublease Rent and additional rent. All rents shall be payable in lawful money of the United States at such place and to such person as Sublandlord shall from time to time designatepayable. 3.9 Subtenant shall promptly pay all rents due hereunder as and when the same shall become due and payable without set-off, offset or deduction of any kind whatsoever (except as expressly provided otherwise) and, if Subtenant fails to pay any additional rent when due, Sublandlord shall have all of the rights and remedies provided for herein or at law or in equity as in the case of non-payment of Sublease Rent. 3.10 Sublandlord’s failure to deliver any statements or bills required to be delivered to Subtenant hereunder, or Sublandlord’s failure to make a demand under this Sublease, shall not be a waiver of, or cause Sublandlord to forfeit or surrender, its rights to collect any rents which may have become due pursuant to this Sublease. Subtenant’s liability for rents accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to rents paid to it by Subtenant, shall survive the expiration or sooner termination of this Sublease. 3.11 If Subtenant fails to pay Sublandlord any installment of rents when due hereunder, then Subtenant shall pay interest thereon at the Interest Rate until such amount has been paid to Sublandlord. Such interest shall be deemed additional rent due hereunder.