Common use of Additional Rent Clause in Contracts

Additional Rent. A. If and to the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the sum of (x) the amount of Operating Costs, and (y) the amount of Taxes. (2) Prior to the extent Commencement Date and each calendar year thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the following calendar year (or first partial year following the Commencement Date). Commencing on the Commencement Date, and in subsequent calendar years, on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the Additional Rent, as reasonably estimated by Landlord for such full calendar year. If Landlord thereafter reasonably estimates that Operating Costs or Taxes for such year will vary from Landlord’s prior estimate, Landlord is obligated may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as reasonably practicable after the end of each calendar year, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord’s statement within ninety (90) days after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay additional rent under any amounts due Landlord based on Landlord’s statement. Notwithstanding anything to the Prime contrary contained in this Lease, whether such additional rent is Tenant shall not be responsible for payment of Operating Costs billed to reimburse Prime Tenant more than three (3) years following the applicable calendar year. In no event shall the Operating Costs used by Landlord for operating expenses, common area maintenance charges, taxes or other expenses in determining Tenant’s Share of Operating Costs exceed one hundred percent (100%) of the actual Operating Costs incurred by Landlord (including the Prime Landlord management fees contained above) in connection with the BuildingProject. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof. Tenant shall pay Landlord the deficiency within the earlier of (a) the later of (i) twenty (20) days after Tenant’s receipt of Landlord’s statement, or (ii) the first (1st) day of the month when Tenant’s next installment of Base Rent is payable to Landlord, or (b) thirty-one (31) days after Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceeds Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease or refunded to Tenant if such credit is payable following the expiration of the Term. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of the Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Sharecase may be, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year within thirty (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (530) days after Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Project being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such statement. Notwithstanding exemption, Taxes for such year shall be calculated on the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") basis of the amount of additional rent which will be owed by Tenant the Taxes for the year would have been in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery the absence of the Projectionexemption. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall pay to Landlord (together with its payment of Base Rent) survive the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area expiration of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. Within ninety (90) days after the end of Operating Year, Landlord shall prepare and deliver to Tenant a statement showing Tenant’s actual ultimate liability for Operating Expenses for the preceding Operating Year, along with copies of such documentation as may be reasonably necessary to support such expenses. If and to the extent aggregate amount of Estimated Additional Rent actually paid by Tenant during any Operating Year is less than Tenant’s actual ultimate liability for Operating Expenses for that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Buildingparticular Operating Year, Tenant shall pay to the deficiency within thirty (30) days of Landlord’s written demand therefor. If the aggregate amount of Estimated Additional Rent actually paid by Tenant during a given Operating Year exceeds Tenant’s actual liability for such Operating Year (the “Excess Additional Rent”), the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment Excess Additional Rent shall be credited against the Estimated Additional Rent next due from Tenant to Landlord no fewer than five (5) days prior to the date upon which after Landlord's payment of such additional rent is due to the Prime Landlord, provided ’s determination that Tenant shall have Excess Additional Rent has been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied paid by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the ProjectionTenant; provided, howeverhowever in the event that Tenant pays Excess Additional Rent during the final Lease Year, that then upon the additional rent shall be adjusted when expiration of the Term, and determination, by Landlord, of the actual amount of additional rent can Excess Additional Rent, Landlord or Agent shall pay Tenant the then-applicable excess promptly after determination thereof. No interest shall be determined. B. The Sublease Share provided for payable to Tenant on account of payments of Estimated Additional Rent, and such payments may be commingled. If there exists any dispute as to (i) the amount of Additional Rent, (ii) whether a particular expense is properly included in Section 1(MAdditional Rent or (iii) Landlord's calculation of Additional Rent (each an “Additional Rent Dispute”), the events, errors, acts or omissions giving rise to such Additional Rent Dispute shall not constitute a breach or default by Landlord under this Lease and even if a judgment resolving the Additional Rent Dispute is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime entered against Landlord, this Lease shall remain in full force and effect and Landlord shall not be changed during liable for any consequential damages resulting from the Termevent, then error, act or omission giving rise to such Additional Rent Dispute. Notwithstanding the Sublease Share existence of an Additional Rent Dispute, Tenant shall timely pay the amount of Additional Rent which is in dispute and will continue to make all subsequent payments of Additional Rent as and when required under this Lease, provided that the payment of such disputed amount and other amounts shall be recalculatedwithout prejudice to Tenant's position.

Additional Rent. A. If and 122 (A) As Additional Rent and/or costs, ▇▇▇▇▇▇ agrees to timely pay all or ▇▇▇▇▇▇’s proportionate share of the extent that following: 123 Common Area Maintenance (CAM) 124 Improvements 125 Real Property Taxes 126 Operating Expenses 128 Landlord is obligated required to submit to Tenant an accounting statement which documents the actual cost of the CAM expenses. Tenant 129 is hereby notified that CAM expenses may fluctuate and are subject to modification based upon actual charges. 130 (C) Unless otherwise indicated, ▇▇▇▇▇▇ agrees to pay additional rent under the Prime all Operating Expenses, including but not limited to outdoor maintenance, utili- 131 ties, service contracts, insurance, structural maintenance and repairs, and government assessments. Those Operating Expenses 132 included in CAM will be paid by Tenant according to Paragraph 7(B), above. 133 134 8. Operating Expense Addendum to Commercial Lease (PAR Form OXA) is at PAYMENT SCHEDULE tached and made par t of this Lease. 135 Total Due Due Date Paid Balance Due 141 9. SIGNS 142 (A) All signs are subject to approval of Landlord, whether such additional rent is in its sole discretion. In addition, all signs must be in accordance and comply with, 144 authority, prior to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Buildinginstallation. Upon request of Landlord, Tenant shall pay provide Landlord with a scaled drawing of the sign, includ- 145 ing colors, for Landlord’s approval. 146 (B) Tenant shall remove all signs upon the expiration or earlier termination of the Lease, and such removal shall be at Tenant’s sole 147 cost and expense. Tenant shall repair any damage and fill any holes caused by such removal. In the event of a breach of this Lease, 148 and in addition to all other remedies given to Landlord, Landlord shall have the percentage privilege and right to remove any and all signs 149 and restore the Premises to its prior condition, and Tenant shall be liable for any and all expenses so incurred by Landlord. 150 10. LANDLORD’S REPRESENTATIONS 151 Landlord warrants and represents that: 152 (A) As of such additional rent (to the extent such additional rent is attributable to events occurring date of execution and during the term of this SubleaseLease, and any extensions or renewals thereto, Landlord has the full power 153 and authority to execute and deliver this Lease, and to perform its obligations under this Lease. 154 (B) which is set forth in Section 1(M) as As of the Sublease Sharedate of execution and during the term of this Lease, but only to and any extensions or renewals thereto, none of the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (includingterms, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment conditions 155 or obligations of this Lease shall be due from Tenant precluded by or cause a breach of any other agreement, mortgage, contract or other instrument 156 or document to which Landlord no fewer than five is a party. 157 (5C) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes Upon paying Rent and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord)performing its obligations as required under this Lease, Tenant shall pay be permitted to Landlord its share of such taxes within five peaceably and quietly 158 have, hold and enjoy the Premises. 159 (5D) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") As of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereofOccupancy/Commencement Date, to become effective as of delivery all exterior portions of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; providedPremises, howeverincluding any paved areas, that the additional rent parking areas and 160 sidewalks, shall be adjusted when in satisfactory condition and repair, and usable for the actual amount of additional rent can be determinedpurposes intended. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and to the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, (a) Tenant shall pay to Landlord, at the times hereinafter set forth, as additional rent an amount equal to the Tenant's percentage of such any increase in direct Expenses above the Base Direct Expenses. On or after January 1 of each calendar year subsequent to the calendar year in which this Lease commences, Landlord will notify Tenant of (i) Landlord's estimate of the increase, if any, in Direct Expenses over Base Direct Expenses payable by Tenant for the current calendar year and (ii) the amount of any additional rent (to due from Tenant, on account of the extent such difference between the additional rent is attributable to events occurring during paid by Tenant for the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds preceding calendar year and the actual additional rent charged to Landlord for the 1998 preceding calendar year (includingyear. Tenant shall, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord)notice, Tenant shall pay to Landlord its share of such taxes within five with thirty (530) days after of receipt of such statement. Notwithstanding the foregoingnotice, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION"i) a sum equal to one-twelfth (1/12) of the amount of such estimate of the increase in Direct Expenses for such current calendar year for each full or partial month elapsed from January 1 of said current calendar year to the date of receipt by Tenant of such notice and (ii) the balance of the additional rent which will be owed due from Tenant for the preceding calendar year. Following receipt of such notice Tenant shall pay to Landlord, on the first day of each succeeding calendar month during said calendar year, one-twelfth (1/12) of the amount of such estimate of the increase in Direct Expenses for said calendar year. If Landlord's estimate of additional rent is more than the actual additional rent for any calendar year the amount of such excess paid by Tenant shall be credited against the next installments of additional and base rent as they become due but not credit shall be due for any decrease in Direct Expenses below the Base Direct Expenses. In the event the term of this Lease or any Sublease Year. Landlord may deliver to Tenant extension or renewal hereof ends on a written statement setting forth a Projection and a calculation day other than the last day of a monthly month, the amount of additional rent payable by Tenant by reason thereoffor such partial month shall be prorated on the basis of a thirty-day month. Notwithstanding that the Lease has terminated, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such any additional rent determined pursuant to the Projection; provideddue hereunder shall be payable promptly upon receipt of a statement from Landlord, however, that the and conversely any credit due Tenant for any excess of said additional rent shall be adjusted when the actual amount promptly refunded after Landlord's calculation thereof. "Base Direct Expenses" are $4.50 per usable square feet of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.Building

Additional Rent. A. If and In addition to the extent that Landlord is obligated to pay additional rent under Base Rent, the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant Lessee shall pay to Landlord, the percentage of such Lessor additional rent (the "Additional Rent") which shall equal, in each calendar year during the Term, the sum of (a) the Additional Rent payable with respect to the extent such additional rent is attributable to events occurring immediately preceding calendar year plus (b) twelve percent (12%) of Excess Gross Revenues for the then current calendar year. Additional Rent shall accrue commencing on December 1, 1998, and shall be payable during the term of this SubleaseTerm, quarterly in arrears, commencing on April 20, 1999 ("Additional Rent Commencement Date") which is set forth and there shall be an annual reconciliation as provided in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement3.2 below. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections in no event shall any increase to the Additional Rent for any calendar year exceed two and one-half percent ("PROJECTION"2.5%) of the total of Base Rent and Additional Rent payable with respect to the immediately preceding calendar year. Additional Rent payable hereunder for any fractional calendar year shall be prorated so that such Additional Rent shall equal the product of (x) the Additional Rent payable with respect to the immediately preceding calendar year plus an amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver equal to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery twelve percent (12%) of the Projection. Tenant shall pay to Landlord annualized Excess Gross Revenues for the applicable fractional calendar year multiplied by (together with its payment y) a fraction (the "Proration Factor"), the numerator of Base Rent) which is the monthly amount number of such additional rent determined pursuant to days in the Projectionapplicable fractional calendar year and the denominator of which is 365; provided, however, that that, in no event shall the additional rent shall be adjusted when Additional Rent payable during (a) the actual amount calendar year in which the Additional Rent Commencement Date occurs exceed the product of additional rent can be determined. B. The Sublease Share provided for in Section 1(Mtwo and one-half percent (2.5%) is calculated by dividing the rentable area of the Premises (56,870 square feet) total of Base Rent payable with respect to the immediately preceding calendar year multiplied by the rentable area applicable Proration Factor and (b) any other fractional calendar year increase by more than the product of two and one-half percent (2.5%) of the premises leased by Prime Landlord to Landlord pursuant total of Base Rent and Additional Rent payable with respect to the Prime Lease (276,913 square feet). In immediately preceding calendar year multiplied by the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculatedapplicable Proration Factor.

Additional Rent. A. If and Lessee shall pay to Lessor, as additional rent hereunder (“additional rent”), Lessee’s Proportionate Share of the amount by which the annual operating expenses for each year of the term exceeds the annual operating expenses for calendar year 2005 (the “Base Year”). The Lessee’s Proportionate Share (herein so called) shall be the percentage obtained by dividing (a) the number of rentable square feet in the Building as stated above by (b) the rentable square feet in the Building with respect to the extent that Landlord is obligated charge being prorated at the time a respective charge was incurred. Operating expenses for the Base Year, for the purpose of comparisons of the Base Year with subsequent years only, shall be calculated so as to pay not include any cost incurred by Lessor (or Synchronics, Inc.) in connection with ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the maintenance employee of Synchronics, Inc. referenced in section 5.05 below, such costs to include, but not be limited to, ▇▇. ▇▇▇▇▇▇▇▇’▇ salary, benefits and associated payroll costs. Lessor shall make a good faith estimate of the additional rent under to be due by Lessee for any calendar year or part thereof during the Prime Leaseterm. During each calendar year or partial calendar year of the term, whether such Lessee shall pay to Lessor, in advance concurrently with each monthly installment of base rent, an amount equal to the estimated additional rent is for such calendar year or part thereof divided by the number of months therein. From time to reimburse Prime Landlord time, Lessor may estimate and re-estimate the additional rent to be due by Lessee and deliver a copy of the estimate or re-estimate to Lessee. Thereafter, the monthly installments of additional rent payable by Lessee shall be appropriately adjusted in accordance with the estimations so that, by the end of the calendar year in question, Lessee shall have paid all of the additional rent as estimated by Lessor. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when actual operating expenses are available for each calendar year. By January 31 of each calendar year, or as soon thereafter as practicable, Lessor shall furnish to Lessee a statement of operating expenses for the previous year. If Lessee’s estimated payments of operating expenses exceed Lessee’s share of actual operating expenses, common area maintenance chargesthen Lessor shall promptly credit or reimburse Lessee for such excess; likewise, taxes or other if Lessee’s estimated payments of operating expenses incurred for such year are less than Lessee’s share of actual operating expenses, then Lessee shall promptly pay Lessor such deficiency, notwithstanding that the term has expired and Lessee has vacated the leased premises. Within sixty (60) days after Lessor furnishes to Lessee the actual statement of operating expenses for the previous year, Lessee may, at its expense, during Lessor’s normal business hours, elect to audit Lessor’s books and records. Lessor shall cooperate fully with such audit. After verification, Lessor shall credit any overpayment determined by the Prime Landlord in connection with audit report against the Buildingnext rent due and owning by Lessee or, Tenant if no further rent is due, refund such overpayment directly to Lessee within thirty (30) days of determination. Likewise, Lessee shall pay to Landlord, Lessor any underpayment determined by the percentage audit report within thirty (30) days of such additional rent (to determination. The foregoing obligations shall survive the extent such additional rent is attributable to events occurring during expiration or earlier termination of the term Lease. If the audit proves that Lessor’s calculation of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord operating expenses for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer under inspection was overstated by more than five percent (5%) days prior to in the date upon which Landlord's payment of such additional rent is due to the Prime Landlordaggregate, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith)then, except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord)after verification, Tenant Lessor shall pay to Landlord its share of such taxes Lessee’s reasonable out-of-pocket audit and inspection fees for said audit within five thirty (530) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinedLessee’s invoice therefor. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If (a) Tenant shall (i) pay all charges for water, sewer, and electricity used by Tenant during the Term of this Lease and metering therefor; (ii) pay all telephone charges; and (iii) be responsible for the prompt and sanitary storage of Tenant’s refuse and rubbish in the Premises. (b) Any amounts required to the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes be paid by Tenant hereunder and any charges or other expenses incurred by Landlord on behalf of Tenant under the Prime terms of this Lease shall be considered “Additional Rent” payable in the same manner and upon the same terms and conditions as the rent reserved hereunder. Any failure on the part of Tenant to pay such Additional Rent when and as the same shall become due shall entitle Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable remedies available to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord it for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's non-payment of such additional rent is due rent. Tenant’s failure to object to any statement, invoice or billing rendered by the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen Landlord within a period of one hundred eighty (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5180) days after receipt of thereof shall constitute Tenant’s acquiescence with respect thereto, and such statement. Notwithstanding the foregoing, invoice or billing shall thereafter be deemed to be correct and shall be an account stated between Landlord may make reasonable estimatesand Tenant, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that Tenant shall have the additional rent right to object to a subsequent unrelated statement, invoice, or billing. If Tenant requests that Landlord prepare, review, or execute any document, consent or waiver in connection with this Lease or otherwise, Tenant shall be adjusted when obligated to pay to Landlord, as Additional Rent, a fee in the actual amount set forth on the fee schedule attached hereto as Exhibit F, to compensate Landlord for the cost of additional rent can reviewing and processing any such request, and Landlord shall not be determined. B. The Sublease Share provided for in Section 1(M) is calculated obligated to process any such request of Tenant until Tenant has paid Landlord the applicable processing fee. Nothing herein shall be deemed to require that Landlord consent to, execute or approve any document, consent or waiver submitted to Landlord by dividing the rentable area Tenant notwithstanding Tenant’s payment of the Premises (56,870 square feet) applicable processing fee. Landlord acknowledges and agrees that Landlord’s fee schedule set forth on Exhibit F shall not apply to processing a Tenant objection to any statement, billing, or invoice rendered by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to this Lease. (c) Payment by Tenant of a lesser amount than shall be due and shall be deemed to be payment on account, and shall not constitute an accord and satisfaction with respect to the Prime Lease (276,913 square feet)underlying obligation. The acceptance by Landlord of a check for a lesser amount with an endorsement or statement thereon, or upon any f▇▇▇▇▇ accompanying such check, that such lesser amount is payment in full, shall be given no effect, and Landlord may accept such check without prejudice to any other rights or remedies which it may have against the Tenant. In the event the rentable area addition to all liens upon and rights of the Premises setoff or the area recoupment against any money or property of the premises leased pursuant Tenant by law, Landlord shall have, to the Prime Lease extent permitted by law, a contractual security interest in and a right of setoff against all deposits, moneys or other property of Tenant now or hereafter in the possession of or on deposit with Landlord. Each such’ security interest or right of setoff may be exercised without demand upon or notice to Tenant. No security interest or right of setoff shall be changed during deemed to have been waived by any act or conduct on the Term, then the Sublease Share part of Landlord or by any neglect to exercise such right of setoff or to enforce such setoff and/or security interest or by any delay in so doing. Every right of setoff and/or security interest shall be recalculatedcontinue in full force and effect until such right of setoff and/or security interest is expressly waived or released by an instrument in writing executed by Landlord.

Additional Rent. A. Tenant's Proportionate Share of Additional Rent includes Utilities which is 14.6% for Premises Part A, and 66.1% for Premises Part B (or a total of 80.7% for the entire Premises (As "Utilities" are hereinafter defined in Section 7.1), shall be payable by Tenant within thirty (30) days after a reasonably detailed statement of actual expenses is presented to Tenant by Landlord. At Landlord's option, however, an amount may be estimated by Landlord from time to time of Tenant's proportionate share of Additional Rent and the same shall be payable monthly, during each 12-month period of the lease term, in advance, on the first day of each calendar month included in the Term, and for any portion of a calendar month at the beginning or the end of the Term, at the rate payable in advance for such portion. Landlord shall deliver to Tenant within sixty (60) days after the expiration of each calendar year a reasonably detailed statement showing Tenant's Share of Actual Additional Rent incurred during the preceding year. If and to the extent that Landlord is obligated to pay additional rent Tenant's payments under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Buildingthis Section 4.2 during said preceding year exceed Tenant's Proportionate Share as indicated on said statement, Tenant shall pay to Landlord, be credited the percentage amount of such additional rent (to the extent such additional rent is attributable to events occurring during the term over-payment against Tenant's Proportionate Share of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998)Additional Rent next becoming due. Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which LandlordIf Tenant's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlordunder this Section 4.2 during said preceding year are less than Tenant's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord)Proportionate Share as indicated on said statement, Tenant shall pay to Landlord its share the amount of such taxes the deficiency within five thirty (530) days after receipt the delivery by Landlord to Tenant of said statement. Tenant shall have the opportunity upon written request to Landlord to review the books and records of Landlord relating to the charges reflected in such statement and may, within 60 days after the delivery of such statement, contest any such statement if Tenant reasonably believes that it is inaccurate. Notwithstanding No such review or contest shall affect the foregoing, obligations of Landlord may and Tenant to make reasonable estimates, forecasts or projections ("PROJECTION") of credits and payments on the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount basis of such additional rent determined pursuant to the Projection; providedstatements as aforesaid, howeverbut upon resolution of any contest, that the additional rent a readjustment of any such credit or payment shall promptly be adjusted when the actual amount of additional rent can be determinedmade. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and to Commencing on the extent that Landlord is obligated to pay Commencement Date (but deferred until the Approval Date), Subtenant shall pay, monthly, as additional rent under rent, Subtenant’s Pro Rata Share of Operating Expenses (as defined in the Prime Lease, whether such additional rent is to reimburse Prime Landlord ) paid by Sublandlord for operating expenses, common area maintenance charges, taxes each calendar year or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events portion thereof occurring during the term Term. In addition to the Operating Expenses set forth under the Lease, the parties agree that Subtenant’s Operating Expenses shall include the full amount of this Sublease) which is the Tenant Improvement Allowance set forth in Section 1(M) as the Sublease Share, but only Exhibit F to the extent that Lease (as may be amended from time to time) and Sublandlord’s costs for any other alterations or tenant improvements performed by Sublandlord pursuant to the Lease, all amounts which shall bear an annual interest rate of fifteen percent (15%) until such time as all such tenant improvements or alterations paid for by Sublandlord have been fully repaid by Subtenant. Such Additional Rent may also include additional rent exceeds amounts to reimburse Sublandlord for interest paid on the actual additional rent charged Tenant Improvement Allowance and any other associated charges, as determined in Sublandlord’s sole discretion and set forth in the Subtenant’s Operating Contribution Estimate (as hereinafter defined). Subtenant’s Pro Rata Share (the numerator of which is the number of rentable square feet in the Premises, and the denominator of which is the rentable square feet of the Building) is one hundred percent (100%). Prior to Landlord for the 1998 Approval Date and prior to each calendar year (includingduring the Term thereafter, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment Sublandlord shall be due from notify Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of Operating Expenses and Tenant Improvement costs and additional charges that Sublandlord estimates it may incur during the forthcoming calendar year or portion thereof. Subtenant shall pay as additional rent which will be owed by on the first day of each month an amount equal to 1/12th of the product of (i) the amount of Operating Expenses and Tenant Improvement costs and additional charges for the calendar year and (ii) Subtenant’s Pro Rata Share (“Subtenant’s Operating Contribution Estimate”). Subtenant shall pay Subtenant’s Operating Contribution Estimate in any Sublease Yearequal installments on the first day of each month of such calendar year. Landlord may Within one hundred twenty-five (125) days after the end of each calendar year during the Term, and within one hundred twenty-five (125) days after the end of the Term, Sublandlord shall deliver to Tenant Subtenant a written statement setting forth a Projection and a calculation report of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Subtenant’s Pro Rata Share provided for in Section 1(Mof Sublandlord’s Operating Expenses (“Subtenant’s Operating Contribution”) is calculated incurred by dividing Sublandlord during such calendar year, or with respect to the rentable area last year of the Premises (56,870 square feet) by Term of this Sublease, during the rentable area Term of the premises leased by Prime Landlord to Landlord pursuant to Sublease occurring during such calendar year (the Prime Lease (276,913 square feet“Statement”). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease Any amount due Subtenant shall be changed during the Termcredited against installments of Subtenant’s Operating Contribution next coming due, then the Sublease Share and any deficiency shall be recalculatedpaid by Subtenant together with the next installment of Subtenant’s Operating Contribution.

Additional Rent. A. If and to As Additional Rent ("Additional Rent") hereunder, Lessee shall pay Lessor the extent that Landlord is obligated to pay additional rent under following on or before the Prime Lease, whether date such additional rent is to reimburse Prime Landlord for operating expensespayment shall become due, common area maintenance charges, taxes but not later than ten (10) days from rendition of a bil▇ ▇▇erefor (unless otherwise set forth herein): A. All "Taxes" (as hereinafter defined) assessed or other expenses incurred by imposed upon the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring Premises during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only Lease and any Extension Term or Renewal Term or applicable to the extent that Premises during the term of this Lease, including penalties thereon, as indicated by bills of taxing authorities. The amount due hereunder on account of such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment Taxes shall be due from Tenant to Landlord no fewer than five (5) days prior to apportioned for that part of the date upon which Landlord's payment of such additional rent is due to first and last calendar years covered by the Prime Landlordoriginal term, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to Renewal Term or Extension Term hereof as regards county and township real estate taxes and for that part of the statement is not furnished first and last July 1st fiscal years covered by the original term, Renewal Term or Extension Term hereof regarding school real estate taxes. On or before the Lease Commencement Date, Lessee shall pay Lessor the pro rated portion of the township and county taxes on the Premises for the calendar year in which the Lease Commencement Date occurs and the pro rated portion of school real estate taxes on the Premises for the July 1st fiscal year in which the Lease Commencement Date occurs. Lessor shall promptly forward to Tenant Lessee all bills received by Lessor for such Taxes and the amount of such Taxes shall be paid by Lessee to Lessor at least fifteen one (151) days prior month before the expiration of the net payment period for said Taxes and before penalties are assessed. In the event Lessee desires to take advantage of any early payment discount, said tax payment shall be paid by Lessee to Lessor at least one (1) month before the date such taxes are due (due expiration of any discount period. A bil▇ ▇▇bmitted by Lessor to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant Lessee shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") be conclusive evidence of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective Taxes assessed or levied as of delivery of well as the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determineditems taxed. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. Landlord shall, within one hundred twenty (120) days after the end of each Operating Period (or as soon thereafter as it is reasonably able to do so), furnish Tenant with a statement of the Operating Expenses and Taxes during such year and a computation of the Additional Rent owed by Tenant for such Operating Period (“Expense Statement”). Failure of Landlord to provide such statement within such time period shall not be a waiver of Landlord’s right to collect any Additional Rent. If and to such statement shows that the extent that Landlord actual amount Tenant owes for such Operating Period is obligated to pay additional rent under more than the Prime Lease, whether estimated Additional Rent paid by Tenant for such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the BuildingOperating Period, Tenant shall pay the difference within fifteen (15) days after Tenant’s receipt of the Expense Statement. If the Expense Statement shows that Tenant paid more in estimated Additional Rent than the actual amount of Additional Rent owed by Tenant for such Operating Period, Tenant shall receive a credit therefor. The credit shall be applied to Landlordfuture monthly payments attributable to the Additional Rent, or if this Lease has expired, such amount shall be refunded to Tenant within 30 days following the expiration date. Unless adjusted as a result of an audit by Tenant conducted pursuant to the express terms of this Lease, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is Operating Expenses, Taxes and Additional Rent set forth in Section 1(M) as the Sublease ShareExpense Statement shall be binding upon Tenant. Provided, but only however, that in the event that the Term of this Lease expires, or is terminated pursuant to the extent terms of this Lease, on a date other than December 31, then, at the option of Landlord, Landlord may, either prior to the date on which the Term expires, or within thirty (30) days thereafter, elect to provide Tenant with a revised estimate of the Operating Expenses and Taxes for the Operating Period in which such expiration or termination date occurs and the Additional Rent that will be due from Tenant for such Operating Period, which estimated Additional Rent shall be prorated to reflect the portion of such Operating Period that is contained within the Term of the Lease (the “Final Expense Estimate”). In the event that Landlord elects to deliver a Final Expense Estimate to Tenant, then (i) Tenant shall pay the prorated Additional Rent reflected in such statement within fifteen (15) days after Tenant’s receipt of such estimate; (ii) the estimated amount of the Additional Rent for the final Operating Period shall be binding upon Landlord and Tenant; and (iii) Landlord shall not thereafter seek from Tenant any additional rent exceeds payment of Additional Rent if the actual additional rent charged Operating Expenses and Taxes for such Operating Period are greater than those reflected in the Final Expense Estimate, nor shall Landlord have any obligation to refund to Tenant any excess funds paid by Tenant to Landlord should the actual Operating Expenses and Taxes for such Operating Period be less than those reflected in the 1998 calendar year Final Expense Statement. In the event that Landlord elects not to provide Tenant with a Final Expense Estimate, then it shall be presumed that Landlord will provide Tenant with an Expense Statement within one hundred twenty (including120) days after the end of the final Operating Period contained in the Term, without limitationas provided above, additional rent attributable to 1997 real estate taxes payable and the Additional Rent shown in 1998). Such payment such Expense Statement shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least within fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after Tenant’s receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and to the extent that Landlord is obligated Lessee agrees to pay additional rent under its pro-rata share of Operating Expenses (as defined in Section 10 below) (which includes the Prime LeaseManagement Fee described in Section 10) each Fiscal Year. The term "Fiscal Year", whether as used herein, shall mean Lessor's fiscal year for accounting purposes which currently is the 12-month period beginning January 1 and ending December 31. Lessor shall have the right to change the Fiscal Year, from time to time, and, in such additional rent is to reimburse Prime Landlord for operating expensesevent, common area maintenance chargesLessor shall notify Lessee in writing of such change. Lessee's pro rata share shall be determined by multiplying the Operating Expenses by a fraction, taxes or other expenses incurred by the Prime Landlord numerator of which shall be the number of net rentable square feet in connection with the Premises, and the denominator of which shall be the net rentable square footage in the Building, Tenant shall which may change from time to time utilizing BOMA (Building Owners and Managers Association) standards. Within 90 days following the completion of each Fiscal Year, Lessor will provide to Lessee a statement showing in reasonable detail the Operating Expenses for the preceding Fiscal Year, the Additional Rent due with regard to Lessee's share of the Operating Expenses, and Lessor's reasonable estimate of Operating Expenses for the then current Fiscal Year. Lessee shall, on or before 30 days following receipt of said statement, pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of Lessor the amount of additional rent which Additional Rent due as provided herein, less the amount of Additional Rent paid in advance (if any) during the preceding Fiscal Year. Any overpayment will be owed credited by Tenant Lessor to Lessee's next Base Rent payment(s). Lessee agrees to pay Additional Rent each month thereafter, in any Sublease addition to Base Rent, in an amount necessary to amortize the estimated Operating Expenses for the then current Fiscal Year (or the pro rata portion thereof, if applicable) over a period equal to the lesser of (i) the number of months remaining in the Term or (ii) the number of months remaining in the current Fiscal Year. Landlord may deliver Notwithstanding that the Term has expired or been terminated, Lessee shall remain liable for and agrees to Tenant pay to Lessor within 30 days following receipt of an invoice therefor, its pro rata portion of Operating Expenses for the Fiscal Year (or portion thereof) during which the Term expired or was terminated. Lessee shall have the right, at its expense and at a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereofreasonable time, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant audit Lessor's books relevant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinedAdditional Rent due under this Section. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and to Beginning on the extent that Landlord is obligated to pay additional rent under the Prime LeaseRent Commencement Date, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant Subtenant shall pay to LandlordSublandlord, as Additional Rent, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is Sublease Share set forth in Section 1(M) of all amounts payable by Sublandlord under Article 3 of the Prime Lease, adjusted so that Subtenant's payments shall be computed as if the Sublease Share, but only to "Base Year for Expenses" (as defined in the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 Prime Lease) were calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998)2010. Such payment payments shall be due from Tenant appropriately adjusted for any partial period. Any such amounts shall be referred to Landlord as "Operating Expense Adjustments". Additional Rent payable pursuant to this Section shall be based upon statements or invoices received by Sublandlord. Subtenant shall not be liable for payments of Operating Expense Adjustments for a particular calendar year if not billed within three (3) years after the end of such calendar year. Subtenant shall also be responsible for all charges not billed under Operating Expense Adjustments such as overtime HVAC charges, and other special services incurred at the request of, or on behalf of Subtenant, and Subtenant shall pay such charges to Sublandlord as Additional Rent upon receipt of an invoice for such charges on the same basis as such charges are billed under the Prime Lease, and in any case no fewer than five (5) days prior to the date upon which LandlordSublandlord's corresponding payment of such additional rent is due to the Prime Landlord. Subtenant shall not have the right to question the propriety of, timing of or the basis for any billing referred to in this Section 8 and Sublandlord shall be under no obligation to contest any such billing. Sublandlord shall, however, at the written request of Subtenant, furnish to Subtenant evidence of charges as provided that Tenant to Sublandlord from Prime Landlord or otherwise. In addition, Subtenant shall have been billed therefor at least fifteen (15) days prior reimburse Sublandlord for Sublandlord's actual costs related to such due date (which bill any and all other expenses incurred as a result of Subtenant's occupancy of the Premises. These costs include, but are not limited to, after hours HVAC, supplemental HVAC, if any, additional janitorial services, day ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith)services, except and electrical charges for supplemental electrical usage. Sublandlord acknowledges that if such payment relates to real estate taxes Subtenant and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes other occupants are due (due to using overtime or supplemental HVAC for which Prime Landlord imposes a delay in Landlord's receipt of such statement from Prime Landlord)single charge, Tenant then Subtenant shall pay to Landlord only its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoingproportionate share, Landlord may make reasonable estimatesbased on square footage, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinedcharges therefor. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and to the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, (a) Tenant shall (i) pay to Landlordall charges for water, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring sewer, and electricity used by Tenant during the term of this SubleaseLease and metering therefor; (ii) which is set forth pay all telephone charges; and (iii) be responsible for the prompt and sanitary storage of Tenant’s refuse and rubbish in Section 1(Mthe Premises. (b) Any amounts required to be paid by Tenant hereunder and any charges or expenses incurred by Landlord on behalf of Tenant under the terms of this Lease shall be considered additional rent payable in the same manner and upon the same terms and conditions as the Sublease Share, but only rent reserved hereunder. Any failure on the part of Tenant to pay such additional rental when and as the same shall become due shall entitle Landlord to the extent that such additional rent exceeds the actual additional rent charged remedies available to Landlord it for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's non-payment of such additional rent is due rent. Tenant’s failure to object to any statement, invoice or billing rendered by the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen Landlord within a period of thirty (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (530) days after receipt of thereof shall constitute Tenant’s acquiescence with respect thereto, and such statement, invoice or billing shall thereafter be deemed to be correct and shall be an account stated between Landlord and Tenant. Notwithstanding If Tenant requests that Landlord prepare, review, or execute any document, consent or waiver in connection with this Lease or otherwise, Tenant shall be obligated to pay to Landlord, as Additional Rent, a fee in the foregoingamount set forth on a fee schedule adopted by Landlord from time to time, to compensate Landlord for the cost of reviewing and processing any such request, and Landlord shall not be obligated to process any such request of Tenant until Tenant has paid Landlord the applicable processing fee. Landlord will supply Tenant with a copy of Landlord’s then current processing fee schedule upon Tenant’s request. Nothing herein shall be deemed to require that Landlord consent to, execute or approve any document, consent or waiver submitted to Landlord by Tenant notwithstanding Tenant’s payment of the applicable processing fee. (c) Payment by Tenant of a lesser amount than shall be due and shall be deemed to be payment on account, and shall not constitute an accord and satisfaction with respect to the underlying obligation. The acceptance by Landlord of a check for a lesser amount with an endorsement or statement thereon, or upon any letter accompanying such check, that such lesser amount is payment in full, shall be given no effect, and Landlord may accept such check without prejudice to any other rights or remedies which it may have against the Tenant. In addition to all liens upon and rights of setoff or recoupment against any money or property of Tenant by law, Landlord may make reasonable estimatesshall have, forecasts or projections ("PROJECTION") of to the amount of additional rent which will be owed extent permitted by Tenant law, a contractual security interest in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation right of a monthly amount setoff against all deposits, moneys or other property of additional rent payable by Tenant by reason thereof, now or hereafter in the possession of or on deposit with Landlord. Each such security interest or right of setoff may be exercised without demand upon or notice to become effective as Tenant. No security interest or right of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent setoff shall be adjusted when deemed to have been waived by any act or conduct on the actual amount part of additional rent can be determinedLandlord or by any neglect to exercise such right of setoff or to enforce such setoff and/or security interest or by any delay in so doing. Every right of setoff and/or security interest shall continue in full force and effect until such right of setoff and/or security interest is expressly waived or released by an instrument in writing executed by Landlord. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and to As provided in Section 7B of the extent that Landlord Master Lease, Sublessor is obligated to pay to Master Landlord a portion of the total amount of the annual Operating Cost of Common Facilities (as such term is defined in the Master Lease). During the Term, Sublessee agrees to pay the applicable Sublessor’s portion of the annual Operating Cost of Common Facilities determined by Master Landlord as additional rent under this Sublease (the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred “Additional Rent”). Such obligations shall be determined by the Prime Landlord in connection accordance with the BuildingMaster Lease. Any such payments required by Sublessee pursuant to this subparagraph (c) shall be paid by Sublessee at the same time and in the same manner as Sublessor is obligated to make payments to Master Landlord (including the requirement for monthly payment of estimated amounts and for annual readjustments if the actual amount owed by Sublessee is different from the estimated amounts that Sublessee has paid with respect to any calendar year). If, Tenant shall pay to Landlordas a result of any readjustment or otherwise, it is later determined that the percentage of such additional rent (to amount paid by Sublessee as Additional Rent is more or less than the extent such additional rent is attributable to events occurring amount actually due during the term of this Sublease) which is set forth , then Sublessee or Sublessor, as appropriate, shall reimburse the other for the difference promptly after the amount has been determined. However, Sublessee agrees that Sublessor shall have no duty to audit, review or challenge Sublessor’s share of annual Operating Cost of Common Facilities under the Master Lease, as determined by Master Landlord; provided that Sublessor agrees to cooperate with any request by Sublessee to audit, review or challenge Sublessor’s share of annual Operating Cost of Common Facilities under the Master Lease, as determined by Master Landlord, Sublessee hereby agreeing to pay all out-of-pocket costs of Sublessor incurred in Section 1(M) as connection therewith provided that Sublessee has approved of such costs in advance. Any dispute arising from said audit shall be governed by the Sublease Share, but only provisions of the Master Lease. The Master Landlord’s computation shall be binding on Sublessee in determining the Additional Rent due hereunder subject to the extent that such additional rent exceeds terms of the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statementMaster Lease. Notwithstanding the foregoing, Landlord Sublessee may make reasonable estimatesat its sole cost and expense, forecasts or projections ("PROJECTION") audit the Operating Cost of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective Common Facilities as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area 7D of the Premises (56,870 square feet) Master Lease subject to the conditions set forth therein. Any dispute arising from said audit shall be governed by the rentable area provisions of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculatedMaster Lease.

Additional Rent. A. If and (a) Commencing on the first (1st) anniversary of the Commencement Date, Subtenant shall also pay to Sublandlord (together with the extent that Landlord is obligated to pay payment of each monthly installment of Base Rent payable under this Sublease), as additional rent hereunder, Subtenant’s Proportionate Share (as hereinafter defined) of “Tenant’s Share” of “Operating Expenses,” “Office Maintenance Costs” and “ Real Estate Taxes” (as each such term is defined in the Prime Lease) payable by Sublandlord in excess of those paid under the Prime Lease by Sublandlord for the Base Year (as hereinafter defined)(the “Additional Sublease Rent”). Subtenant shall pay the Additional Sublease Rent in monthly installments, based on estimates provided by the Landlord, all in accordance with Section 5 of the Prime Lease. If less than ninety-five percent (95%) of the rentable area of the Building is occupied during any calendar year period (including the Base Year), whether then the variable portion of Additional Sublease Rent for such additional rent is period shall be deemed to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses be equal to the total of the variable portion of Additional Sublease Rent which would have been incurred by Sublandlord if ninety-five percent (95%) of the rentable area of the Building had been occupied for the entirety of such calendar year with all tenants paying full rent, as contrasted with free rent, half rent or the like; provided, however, that in no event shall Sublandlord be entitled to recover from Subtenant as Additional Sublease Rent more than 100% of the increase in Operating Expenses, Office Maintenance Costs, and Real Estate Taxes allocable to the Premises and actually paid by Sublandlord under the Prime Landlord in connection with Lease (plus the BuildingExcess Consumption Rent, Tenant if applicable). As used herein, “Subtenant’s Proportionate Share” shall pay to Landlordbe [REDACTED PORTION FILED SEPARATELY WITH SEC PURSUANT TO CONFIDENTIAL TREATMENT REQUEST]%, and the percentage of such additional rent (“Base Year” shall be calendar year 2011. Notwithstanding anything to the extent such additional rent is attributable contrary contained in this Sublease, Sublandlord may elect, at Sublandlord’s cost, to events occurring have Subtenant’s electrical consumption at the Premises monitored by a separate meter. If Sublandlord determines at any time that Subtenant’s actual electrical consumption exceeds five (5) ▇▇▇▇▇ per rentable square foot in the Premises (“Excess Consumption”), then the Additional Sublease Rent payable hereunder for the then-current Sublease Year and all remaining Sublease Years during the Term shall be increased to include the actual cost of the Excess Consumption (the “Excess Consumption Rent”). Subtenant covenants and agrees that at all times during the term of this Sublease) which is set forth in Section 1(M) as , Subtenant’s electrical consumption shall never exceed that capacity of the Sublease Sharemains, but only feeders, ducts, conduits, and wires bringing the same to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinedPremises. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and (a) In addition to the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes Base Rent payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord)hereunder, Tenant shall pay to Landlord its share of such taxes (or the appropriate third party, as applicable) as additional rent under this Lease, all Additional Rent. Except where this Lease provides otherwise, Tenant shall pay all Additional Rent within five fifteen (515) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make an invoice and reasonable estimates, forecasts or projections backup documentation. ("PROJECTION"b) of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord an annual contribution (together with its the “Esplanade Maintenance Contribution”) in advance on the first day of each Lease Year toward the costs of maintaining the Esplanade for the next upcoming Lease Year, as provided in Section 14.6, in an amount equal to: (a) Fifty-Five Thousand Dollars ($55,000), in respect of the first of such payments, and thereafter (b) an amount equal to the product of (X) the Esplanade Maintenance Contribution payable during the immediately preceding Lease Year, multiplied by (Y) 102.5% for the first Fifteen (15) Lease Years, and thereafter as Adjusted for Inflation from the prior Lease Year. The first Esplanade Maintenance Contribution shall be paid by Tenant to Landlord on the Effective Date and each payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent Esplanade Maintenance Contribution thereafter shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated paid by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord Tenant to Landlord pursuant to on the Prime first day of each Lease (276,913 square feet)Year thereafter during the Term. In the event the rentable area of the Premises Tenant exercises its right to undertake or the area of the premises leased pursuant cause to the Prime Lease shall be changed during the Termundertaken Esplanade maintenance work in accordance with Section 14.6, then the Sublease Share next following Base Rent payment payable by Tenant hereunder shall be recalculatedreduced in accordance with Section 14.6. (c) Tenant shall pay an added Rental charge (the “Additional Rent Charge No. 1”) to Landlord (a) on the date that is thirty (30) days after funds are disbursed to Tenant as a loan pursuant to any Project Agreement between Lease Administrator and Tenant relating to construction costs for the Phase 1 Development and/or the Phase 2 Development in an amount equal to the initial payment of principal and interest to be made by Tenant under such Project Agreement, and (b) thereafter, commencing on the first (1st) anniversary of such date and continuing on each subsequent anniversary of such date until and including the thirtieth (30th) anniversary of such date, the applicable Rental charge for Additional Rent Charge No. 1 specified in Schedule 1 attached hereto; provided, that if at the time any payment of Additional Rent Charge No. 1 is due and payable hereunder Tenant has made full and timely payment of all amounts then due and payable under such Project Agreement, then a credit in an amount equal to such Additional Rent Charge No. 1 shall automatically be applied with respect to such Additional Rent Charge No. 1. (d) Tenant shall pay an added Rental charge (the “Additional Rent Charge No. 2”) to Landlord (a) on the date that is thirty (30) days after funds are disbursed to Tenant as a loan pursuant to any Project Agreement between Lease Administrator and Tenant relating to construction costs for the Phase 3 Development in an amount equal to the initial payment of principal and interest to be made by Tenant under such Project Agreement, and (b) thereafter, commencing on the first (1st) anniversary of such date and continuing on each subsequent anniversary of such date until and including the thirtieth (30th) anniversary of such date, the applicable Rental charge for Additional Rent Charge No. 2 specified in Schedule 1 attached hereto; provided, that if at the time any payment of Additional Rent Charge No. 2 is due

Additional Rent. A. If and (i) With respect to the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, any common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year expense reimbursement (including, without limitation, insurance, taxes and utilities) or additional rent attributable to 1997 real estate taxes based upon any other reimbursements, which shall be payable in 1998by tenants under the Leases (all of the foregoing being collectively called "Additional Rent"), such Additional Rent shall be adjusted and prorated at Closing on an "as collected" basis (i.e., shall only be prorated if collected as of the Closing Date). Such payment As to any Additional Rent in respect of an accounting period that shall be due from Tenant to Landlord no fewer than five (5) days have expired prior to the date upon Closing but which Landlord's payment of such additional rent is due to shall be paid after the Prime LandlordClosing, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant Purchaser shall pay the entire amount over to Landlord its share of such taxes Seller within five thirty (530) days after receipt of such statement. Notwithstanding thereof (or Seller shall retain the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the entire amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver if paid directly to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the ProjectionSeller); provided, however, any delinquent Additional Rent shall be allocated between Seller and Purchaser in the same manner as Rent pursuant to Section 12(b) above. Additional Rent in respect of an accounting period in which the Closing occurs shall be apportioned on a per diem basis as of the Closing and in accordance with the provisions of Section 12 (e) (iii) below, and, if paid to Purchaser after the Closing, Purchaser shall pay Seller's portion thereof to Seller within thirty (30) days after receipt thereof. If paid to Seller after the Closing, Seller shall pay Purchaser's portion thereof to Purchaser within thirty (30) days after receipt thereof. If, prior to the Closing, Seller has received any installments of Additional Rent attributable to periods from and after the Closing, such sum shall be apportioned at the Closing. (ii) To the extent that estimated payments of Additional Rent are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants, then Additional Rent for such tenant shall be prorated at the time of such reconciliation between Seller and Purchaser, using the date of Closing as the proration date, and in accordance with the provisions of Section 12 (e) (iii) below. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Additional Rent for such period, there shall be a re-proration between Seller and Purchaser, taking into account the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(Mcollected from (or refunded to) is calculated by dividing the rentable area such tenant. In furtherance of the Premises (56,870 square feet) foregoing, if, with respect to any tenant, the recalculated Additional Rent is less than the estimated amount paid by the rentable area of the premises leased such tenant, and a refund is paid by Prime Landlord Purchaser to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Termsuch tenant, then the Sublease Share portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be recalculatedrefunded by Seller to Purchaser. If, with respect to any tenant, the recalculated Additional Rent exceeds the estimated amount paid by such tenant, and the shortfall is collected by Purchaser from such tenant, the portion of the shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Purchaser to Seller. (iii) Seller's and Purchaser's prorata share of Additional Rent from tenants for the costs of managing and operating the Property ("Shopping Center Expenses") shall be prorated based upon each party's respective percentage, based upon the Closing Date, of the actual costs incurred for Shopping Center Expenses for the calendar year or other applicable accounting period in which Closing occurs in accordance with Sections 12 (e)(i) and (ii) above. At such time after December 31st of the year in which Closing occurs as Purchaser and Seller have determined all actual Shopping Center Expenses incurred at the Property for the year of Closing, but in no event later than April 1st of the year following Closing, Seller and Purchaser shall prorate the Shopping Center Expenses to determine the respective percentage of the Additional Rent to which each party is entitled to receive or obligated to pay, as applicable under Sections 12(e)(i) and (ii) above ("Final Reconciliation"). Seller agrees to provide detailed information to Purchaser within sixty (60) days after Closing, on all Shopping Center Expenses incurred by Seller for the year in which Closing occurs, and Purchaser agrees to provide detailed information to Seller on all Shopping Center Expenses incurred by Purchaser for the said year at the time of the Final Reconciliation. Purchaser and Seller agree that Shopping Center Expenses paid by either that are not usual and customary shall not be included within Shopping Center Expenses for purposes of calculating the Final Reconciliation. Within thirty (30) days after the date of such determination, either Seller or Purchaser, as applicable, shall pay to the other party any additional sums determined to be due and owing hereunder. Anything contained above in this sub-section 12(e)

Additional Rent. A. If and In addition to the extent that Landlord is obligated Base Rent, Tenant agrees to pay as additional rent under (the Prime Lease“Additional Rent”) its pro rata share of all Landlord’s expenses of management fees for the Building, whether such additional rent is to reimburse Prime Landlord for operating expensesBuilding casualty and other insurance, common area utilities and common area maintenance charges for the portions of the Building accessible and available to all tenants, subject to limits and controls hereinafter described (“Operating Expenses”), provided, however, that the Leased Premises are intended to be primarily free-standing with minimal common charges. Operating Expenses shall not include capital costs and expenses, taxes or other expenses incurred as defined by Generally Accepted Accounting Principles (“GAAP”), but shall include an annual allocation, not to exceed One Percent (1%) of the Prime Landlord in connection with gross annual rentals at the Building, to repair and replacement reserves during the Term. Management fees for the Building shall not exceed Three Percent (3%) of the gross annual rents generated by the Building while the Building is managed by Phoenix Management Company. In the event the Building is managed by another company unrelated to the Landlord, the management fee shall not exceed Four Percent of the gross annual rents generated by the Building. Landlord and Tenant agree that water and sewer charges will be separately metered to the Leased Premises and will not become part of the Operating Expenses; provided, however, that all cost and expense related to separate metering of water and sewer shall be the responsibility of the Landlord. Tenant shall begin paying its pro rata share of Operating Expenses on the Rent Commencement Date. Failure of Tenant to pay any sums required hereunder shall be deemed as a failure to pay rent. Landlord shall estimate the Operating Expenses and shall provide notice thereof at least annually on the anniversary of this Lease. Said estimated Operating Expenses shall be payable in advance on the day that Base Rent is due in installments equal to 1/12 of the estimated Operating Expenses. Each year during the Lease Term and within the ninety (90) days next following the end of each calendar year, Landlord agrees to furnish to Tenant an itemized reconciliation statement in reasonable detail setting forth the total costs included as Operating Expenses for the preceding calendar year. Based on said itemized statement Landlord shall determine Tenant’s total actual Operating Expenses for such preceding year, and shall make adjustments for underpayment of Tenant’s pro rata share of said Operating Expenses, which underpayment Tenant shall pay to Landlordwith Tenant’s next monthly payment of Tenant’s pro rata share of said Operating Expenses, the percentage and for overpayments of Tenant’s pro rata share of said Operating Expenses, which overpayment shall be credited against Tenant’s next monthly payment(s) of Tenant’s pro rata share of said Operating Expenses until such overpayment is exhausted. Payments of additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer received more than five (5) days prior to after the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill may be subject to a late payment penalty equal to 2% of the payment amount for each month the payment is late. ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇ ▇ ▇▇▇ other material furnished ▇ ▇▇▇▇▇ ▇▇ responsible for all Operating Expenses of the Building which contains said units and Landlord shall send the invoices to Landlord in connection therewith), except that if such payment relates to real Unit 1. Real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay shall be paid in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statementaccordance with Section 9 herein. Notwithstanding the foregoing, Operating Expenses shall not include any of the following: the cost of capital improvements (defined as a repair or improvement having use of life greater than five (5) years or expenditures that are deemed capital under GAAP); expenses for painting, redecorating, or other work which Landlord may make performs for any tenant in the Building; any expense which is payable by fewer than all the tenants of the Building; interest, amortization, or other payments on loans to Landlord, whether secured or unsecured; depreciation of the Building or other said improvements; ground rent; salaries, wages or other compensation paid to any employee above the grade of building superintendent or building manager, including all officers or executives of Landlord; and income, excess profits, or franchise taxes or other such taxes imposed on or measured by the income of Landlord from the operation of the Building; any expenses relating to the replacement of any item if such replacement is covered under warranty; any reserves; any costs for which is or is to be reimbursed by proceeds of insurance or condemnation or by any other third party source, other than payments by other tenants on account of the Operating Expenses; any portion of any cost or expense related to use of any common service or utility that includes other tenant or occupant use in excess of normal and customary office use levels; any charges for general administration or overhead; any costs relating to leasing, lease enforcement or procuring tenants, including attorneys’ fees, leasing commissions, advertising costs, space planning, buy-outs, contributions, tenant improvement expenses, and costs to construct any tenant alterations or improvements in connection with the preparation of a space for a new tenant or the renovation of any space for an existing tenant, and any expenses incurred to resolve disputes, enforce or negotiate lease terms with prospective or existing tenants; any costs relating to financing, refinancing or modifying any mortgage or lien on the Building or any portion thereof, and any costs relating to any other indebtedness, including, without limitation, interest, principal payments, late payment fees or penalties, legal fees, commissions, title insurance premiums, points, survey expense, appraisal, environmental report, or engineering report; any penalty or fine or cost incurred by Landlord due to its violation of any law; any interest or penalties assessed against Landlord for late payment by of any of the Operating Expenses or Real Estate Taxes; any cost relating to sculptures, paintings and other objects of art; any cost to repair and/or replace any construction defects or design defects in the Building; any costs relating to advertising, marketing and promotional events; legal fees; the cost of cleanup/remediation of any hazardous waste or hazardous substance, and all other costs of complying with any environmental law, ordinance, regulation, decree or order; and costs of any repairs, restoration or other work attributable to a fire, windstorm or other casualty or to a condemnation, other than those costs equal to a commercially reasonable estimatesinsurance deductible. Supplementing the foregoing, forecasts or projections ("PROJECTION"i) of to the extent any person whose wage, salary, fringe benefits and taxes (payroll and workers’ compensation, etc.) are included in the Operating Expenses does not devote his/her entire time to the Building, then said wage, salary, fringe benefits and other items shall be included only in proportion to the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together time spent with its payment of Base Rent) the monthly amount of such additional rent determined pursuant respect to the Projection; providedBuilding, however, that the additional rent shall be adjusted when the actual amount and (ii) if any service is provided by an affiliate or subsidiary of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of managing agent, the premises leased pursuant to cost included in the Prime Lease Operating Expenses for such service shall be changed during not exceed the Term, then reasonable and customary cost charged by an independent third party performing the Sublease Share shall be recalculatedsame services.

Additional Rent. A. If and to The Subtenant shall pay as Additional Rent Subtenant’s pro-rata share (based on the extent that Landlord Rentable Square Feet of the Premises then occupied by Subtenant versus the Rentable Square Feet of the Prime Premises) of: (i) the amount (if any) by which Sublandlord is obligated required to pay additional rent under Prime Landlord for regularly provided office cleaning services (as a component of Operating Expenses pursuant to Article IX of the Prime Lease, whether such additional rent is to reimburse Prime Landlord ) for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring each calendar year during the term of this Sublease) Sublease in excess of the amount which Sublandlord is set forth in Section 1(M) as the Sublease Share, but only required to the extent that such additional rent exceeds the actual additional rent charged to pay Prime Landlord for the 1998 such regularly provided office cleaning services during calendar year 2006: and (including, without limitation, additional rent attributable ii) the amount (if any) by which Sublandlord is required to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant pay Prime Landlord for electrical power pursuant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment Section 7.5 of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior Lease for any calendar year during the term of this Sublease in excess of the amount which Sublandlord is required to such due date (which bill ▇▇▇ll be accompanied by a copy of pay Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. for said electrical power during calendar year 2006 Notwithstanding the foregoing, Landlord may the Additional Rent computed under this Section 5 shall be prorated for any partial calendar year at the beginning or end of the term of this Sublease. The Subtenant shall pay to Sublandlord such Additional Rent within thirty (30) days after written notice from Sublandlord that it is due. Upon request of Sublandlord, Subtenant shall make reasonable estimates, forecasts or projections monthly payments of Additional Rent on the first day of each month equal to one-twelfth ("PROJECTION"1/12) of the amount of additional rent which will such Additional Rent last paid by Subtenant or as reasonably projected by Sublandlord to be owed by Tenant in any Sublease Year. Landlord may deliver due from Subtenant, with a final accounting and payment for each tax and operating period to Tenant a be made within thirty (30) days after written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery notice from Sublandlord of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly exact amount of such additional rent determined pursuant Additional Rent. In the event Taxes on the Premises, based upon which Subtenant shall have paid Additional Rent, are subsequently reduced or abated, Subtenant shall be entitled to receive a rebate of its pro-rata share of the Projection; providedamount abated, however, provided that the additional rent amount of the rebate allocable to Subtenant shall in no event exceed the amount of Additional Rent paid by Subtenant for such fiscal year on account of such real estate taxes under this Section 5, and further provided the rebate allocable to Subtenant shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated reduced by dividing the rentable area Subtenant’s pro rata share of the Premises (56,870 square feet) costs charged by the rentable area Landlord of the premises leased obtaining such reduction or abatement. In addition, if Subtenant requests that any non-standard services provided by Prime Landlord to Landlord pursuant to Subtenant or the Premises in accordance with Section 3.3 of the Prime Lease (276,913 square feet)Lease, Subtenant shall negotiate directly with Prime Landlord for all such non-standard services and billing procedures, and Subtenant shall pay Prime Landlord directly for all such non-standard services. Sublandlord shall assist Subtenant with such negotiations and shall obtain such non-standard services in its name if Prime Landlord will not provide such non-standard services directly to Subtenant. In such event, Subtenant shall reimburse Sublandlord for the event the rentable area actual costs of the Premises or the area such non-standard services within thirty (30) days of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculatedbilling therefore by Sublandlord.

Additional Rent. A. If (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the sum of (x) the amount (if any) by which Operating Costs for such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the extent end of the Base Year and each calendar year thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s prior estimate, Landlord is obligated may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as reasonably practicable after the end of the Base Year and each calendar year thereafter, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord’s statement within sixty (60) days after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay additional any amounts due Landlord based on Landlord’s statement. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within thirty (30) days of Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the Prime beginning or end of the Term, Additional Rent shall be prorated on the basis of a 360-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration or termination of this Lease, whether such additional rent is . Landlord shall pay to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes Tenant or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, as the percentage case may be, within thirty (30) days after Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Project being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such additional rent (exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. Notwithstanding anything to the extent such additional rent contrary in this Lease, if there is attributable at any time a decrease in Taxes below the amount of the Taxes for the Base Year which decrease arises in connection with the original Landlord’s acquisition of the Building prior to events occurring during the term date of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year Lease (including, without limitation, additional rent attributable any appeal or contest or similar action to 1997 real estate taxes payable a reassessment or adjustment), then for purposes of calculating Additional Rent for the year in 1998). Such payment which such decrease occurs and all subsequent periods, Base Taxes shall be due from reduced to equal the Taxes for the year in which the decrease occurs. As a clarification, Tenant to acknowledges and agrees that as of the date of this Lease, Landlord no fewer than five (5) days prior has or may appeal or otherwise contest or take other such action with respect to the date upon which Landlord's payment most recent reassessment of such additional rent is due the Building and/or Project and to the Prime Landlordextent that a decrease in Taxes occurs as a result of any such appeal or contest or similar action, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent Year Taxes shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet)reduced accordingly. In the event that during the rentable area of Lease Term or any extension thereto, any special or district assessments, bonds or other governmental impositions are paid in full, eliminated or terminated, the Premises or the area of the premises leased pursuant to the Prime Lease Base Taxes shall be changed during the Term, then the Sublease Share shall be recalculatedreduced to reflect what Base Taxes would have been had such assessments or bonds not been included in Base Taxes.

Additional Rent. A. If and to the extent (a) Sublessor represents that Landlord is obligated to pay additional rent its Tenant's Share, as Tenant under the Prime Underlying Lease, whether such additional rent as defined in Article 1 of the Underlying Lease is to reimburse Prime Landlord for operating expenses100%. Commencing April 1, common area maintenance charges1997 and continuing with each ensuing calendar year thereafter, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant Sublessee shall pay to LandlordAdditional Rent within ten (10) business days after demand, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment Additional Rent shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections equal 51.6% ("PROJECTIONSublessee's Proportionate Share") of the amount, if any, by which the Operating Costs (as such term is defined in the Underlying Lease) in each such calendar year subject to proration with respect to the last year of the Sublease term if less than a full calendar year, exceed the Operating Costs paid or charged to the Sublessor as tenant under the Underlying Lease for the calendar year 1996. Sublessor shall, upon Sublessee's request, request of Underlying Landlord the supporting data required to verify the charges for Additional Rent sought to be passed on to Sublessee as occupant of the Sublet Premises pursuant to the Underlying Lease and shall disclose to Sublessee all information or findings pertaining to the duty of Sublessor or Sublessee to pay such charges as Additional Rent, including such matters with respect to such items of Additional Rent as may have been called to Sublessor's attention by Sublessee. If Sublessor shall not otherwise be contesting such charges, the cost and expense of obtaining such supporting data, if any, shall be paid by Sublessee, as Additional Rent. (b) If Sublessor receives any refund or credit under the Underlying Lease relating to any payment made by the Sublessee for Additional Rent pursuant to this Article, Sublessee shall be entitled to receive from Sublessor the entire amount of additional rent which will such refund or credit (less sums, if any, expended by Sublessor in connection with ob taining such refund or credit) to the extent relating to any payment made by Sublessee to Sublessor for Additional Rent promptly following receipt by Sublessor. (c) Sublessor shall cause to be owed by Tenant in any Sublease Year. Landlord may deliver provided to Tenant a written statement setting forth a Projection and a calculation the Building, including the Sublet Premises, services consisting of a monthly amount of additional rent payable by Tenant by reason thereofmaintenance, to become effective as of delivery repairs, cleaning of the ProjectionBuilding (other than the Sublet Premises), cellular service, pest control, sanitation and waste removal ("Sublessor's Services") which shall be paid for by Sublessor and Sublessee as herein provided. Tenant Sublessee's expense base based on Sublessee's Proportionate Share is $0.17 per square foot ("Sublessee's Expense Base"). Commencing on the first anniversary of the Commencement Date and continuing with each anniversary date thereafter, if the cost of Sublessor's Services shall be greater than Sublessee's Expense Base, Sublessee shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such Sublessor, as additional rent determined pursuant for such year, an amount equal to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area Sublessee's Percentage of the Premises excess of the cost of Sublessor's Services for such year over the Sublessee's Expense Base (56,870 square feet) "Sublessee's Expense Payment"). Sublessor shall submit to Sublessee, prior to, or within 30 days following the commencement of each year of the Sublease Term, an expense statement certified by the rentable area Sublessor, setting forth the costs and expenses of the premises leased by Prime Landlord Sublessor's Services for the preceding year and the payment, if any due to Landlord pursuant to the Prime Lease (276,913 square feet)Sublessor from Sublessee for such year. In the event there is a decrease in the rentable area cost of the Premises or the area of the premises leased pursuant to the Prime Lease Sublessor's Services, Sublessee's Expense Payments shall be changed during adjusted to reflect the Term, then the Sublease Share shall be recalculateddecrease.

Additional Rent. A. If In addition to Base Rent, the Lessee shall pay, as “Additional Rent” and to monthly, on the extent that Landlord is obligated to pay additional rent under first day of every month thereafter the Prime Lease, whether such additional rent is to reimburse Prime Landlord Lessee’s Proportionate Share of Operating Costs of the Property for operating expenses, common area maintenance charges, taxes each Lease Year or other expenses incurred by portion thereof during the Prime Landlord in connection with the Building, Tenant Term hereof. The Lessee shall pay to Landlordthe Lessor monthly installments on account of projected Operating Costs for the Lease Year, calculated by the Lessor on the basis of the most recent Operating Costs data for actual Operating Costs for such Lease Year, pro-rated for any partial month. Within one hundred twenty (120) days after the end of each Lease Year or partial Lease Year, Lessor shall deliver to Lessee a detailed statement setting forth the Operating Costs for such Lease Year and Lessee’s Proportionate Share. If the total of such monthly installments in any Lease Year is greater than the actual Operating Costs for such Lease Year, the percentage Lessee shall be entitled to a credit against the Lessee’s Base Rent obligations hereunder in the amount of such additional rent (difference and may set off such amounts against any sums due from Lessee to Lessor hereunder. If the total of such monthly installments is less than the actual Operating Costs for such Lease Year, the Lessee shall pay to the extent Lessor the amount of such additional rent is attributable difference within thirty (30) days of receipt of billing therefor. Lessor shall make available for inspection of Lessee such back-up documents as Lessee shall reasonably request. Such documents and other books and records as Lessee shall reasonably request shall be open at all reasonable times, at Lessee’s offices after written notice to events occurring during Lessor, to the term inspection of this SubleaseLessee or its duly authorized representatives who shall have full and free access to such documents, books and records, and the right to audit such documents, books and records, and the right to require of Lessor such information or explanation with respect to such documents, books and records as may be necessary to the proper examination and audit thereof. If any audit discloses an overcharge in the amount of Lessee’s Proportionate Share of Operating Costs paid by Lessee, Lessor shall promptly reimburse Lessee an amount of the overcharge within thirty (30) which is days after written request therefor. If Lessor fails to reimburse Lessee as set forth in Section 1(M) as the Sublease Shareimmediately preceding sentence, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord Lessee may make reasonable estimates, forecasts or projections ("PROJECTION") of offset the amount of additional rent which will be owed by Tenant in the overcharge against any Sublease Yearsums as owing hereunder from Lessee to Lessor. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation If any audit discloses an overcharge of a monthly amount of additional rent payable by Tenant by reason thereofmore than 10%, to become effective as of delivery of the Projection. Tenant Lessor shall pay to Landlord (together with its payment of Base Rent) reimburse the monthly amount Lessee for the reasonable costs of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinedaudit. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If (a) Taxes, Insurance and to Common Area Maintenance (1) In the extent that Landlord is obligated to pay additional rent under event the Prime Lease"Tax, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by Insurance and Common Area Maintenance Expenses" (as defined below) of the Prime Landlord Building shall in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring any calendar year during the term of this SubleaseLease exceed the sum of $Base Year 1999 per square foot, then -------------- with respect to such excess (the "Tax, Insurance and Common Area Maintenance Differential"), Tenant agrees to pay as additional rental Tenant's pro rata share of the Tax, Insurance and Common Area Maintenance Differential within ten (10) which days following receipt of an invoice from Landlord stating the amount due. The pro rata share to be paid by Tenant is set forth in Section 1(MTwenty and Forty Seven Hundredths --------------------------------- percent (20.47%) as subject, however, to adjustment for any expansion of the Sublease ShareLeased ----- Premises. In the case of a multi-building Project, but only if such Tax, Insurance and Common Area Maintenance Expenses are not separately assessed to the extent that Building but are assessed against the Project as a whole, Landlord shall determine the portion of such additional rent exceeds Tax, Insurance and Common Area Maintenance Expenses allocable to the actual additional rent charged to Landlord for Building in which the 1998 calendar year Leased Premises are located. (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (52) days At or prior to the date upon which Landlord's payment commencement of such additional rent is due to this Lease and at any time during the Prime LandlordLease term, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written estimate of any additional rent applicable to the Leased Premises (based on the pro rata share stated above) which may be anticipated for excess Tax, Insurance and Common Area Maintenance Expenses during the calendar year in which this Lease commences or for any succeeding calendar year, as the case may be. Based upon such written estimate, the monthly Base Rental shall be increased by one-twelfth (1/12) of the estimated additional rent. (3) Statements showing the actual Tax and Insurance Expenses (as well as the actual Common Area Maintenance Expenses, as defined in Paragraph 6(b) below) and Tenant's proportionate share thereof (hereinafter referred to as the "Statement of Actual Adjustment") shall be delivered by Landlord to Tenant after any calendar year in which additional rental was paid or due by Tenant. Within ten (10) days after the delivery by Landlord to Tenant of such Statement of Actual Adjustment, Tenant shall pay Landlord the amount of any additional rental shown on such statement setting forth a Projection as being due and a calculation unpaid. If such Statement of a monthly Actual Adjustment shows that Tenant has paid more than the amount of additional rent payable by rental actually due from Tenant by reason thereoffor the preceding calendar year and if Tenant is not then in default under this Lease, to become effective as of delivery of Landlord shall credit the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant excess to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinednext Base Rental installment due from Tenant. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If As and to the extent that Landlord is obligated to pay for additional rent under (the Prime Lease, whether such additional rent is to reimburse Prime Landlord "Additional Rent") for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the BuildingPremises, Tenant shall pay to Landlord, commencing on the percentage Rental commencement Date, CAM Expenses, increases, if any, in Property Taxes of such additional rent (to the extent such additional rent is attributable to events occurring during Property Taxes paid by the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to under the Prime LandlordLease in 2000, provided that Tenant shall have been billed therefor at least fifteen the Base Year, and Insurance Costs incurred by the Landlord under the Prime Lease over Insurance Costs incurred in 2000 (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewithcollectively, "Operating Costs"), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment as additional rent a prorata portion of Base Rent) the monthly amounts payable by Landlord as Operating Costs under the Prime Lease. The prorata amount shall be determined by multiplying the total amount of such additional rent determined pursuant Operating Costs that Landlord is required to pay under the Projection; providedPrime Lease by a fraction, however, that the numerator of which is 15,000 and the denominator of which is 40,749. Such additional rent shall be adjusted payable as and when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated Operating Costs are payable by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to Landlord. If the Prime Lease (276,913 square feet). In provides for the event payment by Landlord of Operating Costs on the rentable area basis of the Premises or the area of the premises leased pursuant to an estimate thereof, then as and when adjustments between estimated and actual operating Costs are made under the Prime Lease Lease, the obligations of Landlord and Tenant hereunder shall be changed during adjusted in a like manner; and if any such adjustment shall occur after the expiration or earlier termination of the Term, then the obligations of Landlord and Tenant under this Subsection 5 shall survive such expiration or termination. Landlord shall, upon request by Tenant, furnish Tenant with copies of all statements submitted to Landlord of actual or estimated Operating Costs during the Term. In addition to the foregoing, Tenant shall pay Landlord as additional rent the sum of Three Hundred Dollars ($300.00) on the Rental Commencement Date and on each anniversary of the Rental Commencement Date during the term of this Sublease Share in lieu of a security deposit. Additional Rent shall be recalculateddue thirty (30) days following Tenant's receipt thereof.

Additional Rent. A. If and Charges to or contributions by Tenants under the Leases for the period under such Leases which includes the Closing Date, including without limitation, payments or reimbursements, whether for taxes, utilities, other operating expenses or otherwise, shall be apportioned on the basis of the ratio which the expenses actually paid by each party for such period bears to the extent that Landlord total of all expenses with respect to such period for which such payment was made by the Tenant. Such apportionments shall be adjusted as soon as practicable after the end of the current lease year in which the Closing occurs, and at such time Purchaser shall furnish Seller with statements in reasonable detail showing the calculation of such apportionments, rents and payments, and any adjustments shall be allocated for the portion to which it applies. If either Seller or Purchaser shall have collected more than its share of such amounts payable under any Lease pursuant to this Section, such party shall promptly remit to the other the amount of such excess. If any Tenant is obligated entitled to pay additional rent under the Prime Lease, whether refunds of any such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance rents or charges, taxes such refunds shall be paid by the party hereto that received such rents or other expenses charges, provided, however, that any amounts collected by Seller to which Tenants are entitled shall be paid to Purchaser who shall remit such amounts to Tenants entitled thereto. Purchaser shall indemnify Seller from and against any claims by Tenants for amounts remitted by Seller to Purchaser pursuant to this Section. Purchaser shall prepare and deliver to Seller for its review and approval the operating expense and real estate tax escalation statements and adjustments for the calendar year 2000 no later than March 31, 2001. The reasonable costs incurred by Purchaser or its accountants in preparing such statements (including without limitation the Prime Landlord costs of an audit) shall be paid by Seller. Upon Seller's approval of the same, Purchaser shall invoice Tenant's for the amounts set forth thereon. If Seller does not approve the same and Purchaser and Seller are unable to agree on the amounts to be billed to the Tenants within fifteen (15) days after Seller's receipt of Purchaser's initial statements, Purchaser may invoice Tenants for the amounts it in good faith determines to be correct and any dispute between Seller and Purchaser shall be resolved in good faith between the parties. Purchaser shall prepare and deliver to Seller for its review statements for the calendar year 2001 no later than March 31, 2002 and Seller and Purchaser shall follow the same procedures as described above. Seller hereby agrees, that provided Purchaser follows the procedures described in this Section 9.1.6, Seller shall have no claim against Purchaser in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (any matter related to the extent escalation statements prepared by Purchaser in accordance with this Section. At least three (3) business days prior to Closing, Purchaser and Seller jointly shall prepare a closing statement, subject to and in accordance with the terms hereof, indicating the net amount due to either party as a result of the adjustments and prorations provided for herein. Any errors in the calculation of apportionments shall be corrected or adjusted as soon as practicable (but not more often than monthly) after the Closing Date. If it is impracticable to apportion certain items hereunder on the Closing Date, such additional rent is attributable items shall be apportioned and paid as soon as practicable thereafter. Purchaser agrees to events occurring during take necessary actions after Closing in a timely manner in order to make the term adjustments and prorations provided for hereunder, including, without limitation, ▇▇▇▇▇▇▇▇ to Tenants. The provisions of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year 9.1 (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment Sections 9.1.1 through 9.1.6) shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinedsurvive Closing. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and to the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant The Subtenant shall pay to Landlord, as Additional Rent Subtenant’s pro-rata share (based on the percentage Rentable Square Feet of such additional rent the Premises) of (to i) the extent such additional rent is attributable to events occurring amount (if any) by which Taxes for each Tax Year during the term of this SubleaseSublease exceed the Taxes for annual fiscal year 2004, and (ii) the amount (if any) by which is set forth in Operating Expenses for any calendar year during the term of this Sublease exceeds Operating Expenses for annual calendar year 2004. The Additional Rent computed under this Section 1(M) as 5 shall be prorated should the Sublease Share, but only commence or terminate before (a) the end of any Tax Year for that portion related to Taxes; or (b) the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 end of any calendar year (including, without limitation, additional rent attributable for that portion related to 1997 real estate taxes payable in 1998)Operating Expenses. Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant The Subtenant shall pay to Landlord its share of Sublandlord such taxes Additional Rent within five thirty (530) days after receipt written notice from Sublandlord that it is due. Upon request of such statement. Notwithstanding Sublandlord, Subtenant shall make monthly payments of Additional Rent on the foregoing, Landlord may make reasonable estimates, forecasts or projections first day of each month equal to one-twelfth ("PROJECTION"1/12) of the amount of additional rent which will such Additional Rent last paid by Subtenant or as reasonably projected by Sublandlord to be owed by Tenant in any Sublease Year. Landlord may deliver due from Subtenant, with a final accounting and payment for each tax and operating period to Tenant a be made within thirty (30) days after written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery notice from Sublandlord of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly exact amount of such additional rent determined pursuant Additional Rent. In the event Taxes on the Premises, based upon which Subtenant shall have paid Additional Rent, are subsequently reduced or abated, Subtenant shall be entitled to receive a rebate of its pro-rata share of the Projection; providedamount abated, however, provided that the additional rent amount of the rebate allocable to Subtenant shall in no event exceed the amount of Additional Rent paid by Subtenant for such fiscal year on account of such real estate taxes under this Section 5, and further provided the rebate allocable to Subtenant shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated reduced by dividing the rentable area 30% of the Premises (56,870 square feet) by the rentable area cost of the premises leased obtaining such reduction or abatement. In addition, if Subtenant requests that any non-standard services provided by Prime Landlord to Landlord pursuant to Subtenant or the Premises in accordance with Section 3.3 of the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Lease, Subtenant shall negotiate directly with Prime Lease Landlord for all such non-standard services and billing procedures, and Subtenant shall be changed during the Term, then the Sublease Share shall be recalculatedpay Prime Landlord directly for all such non-standard services.

Additional Rent. A. If and Tenant shall pay to Landlord as "additional rent" --------------- Tenant's Percentage Share of the extent that amount of any increase in Direct Expenses incurred in any Comparison Year over Direct Expenses incurred in the Base Year. Landlord is obligated shall endeavor to pay give to Tenant on or before the first day of March of each year following the Base Year a statement of the additional rent under payable by Tenant hereunder, but failure by Landlord to give such statement by said date shall not constitute a waiver by Landlord of its right to require payment of such amount. Upon receipt of the Prime Leasestatement, whether Tenant shall pay in full Tenant's Percentage Share of the total amount of the increase, if any, due for the past year. In addition, unless Landlord reasonably estimates that the amount of any increase in Direct Expenses for the succeeding Comparison Year over the Direct Expenses for the Base Year will differ, an amount equal to any such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, increase shall be divided into twelve (12) equal monthly installments and Tenant shall pay to Landlord, concurrently with the percentage of such additional regular monthly rent (to payment next due following the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement, an amount equal to one (1) monthly installment multiplied by the number of months from January in the calendar year in which said statement is submitted to the month of such payment, both months inclusive. Subsequent installments shall be payable concurrently with the regular monthly rent payments for the balance of that calendar year and shall continue until the next Comparison Year's statement is rendered. If a greater increase in Direct Expenses occurs in the next or any succeeding Comparison Year, then upon receipt of a statement from Prime Landlord), Tenant shall pay a lump sum equal to Landlord its share Tenant's Percentage Share of such taxes within five (5) days after receipt of such statement. Notwithstanding total increase in Direct Expenses, less the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") total of the amount monthly installments of additional rent which will estimated increases paid in the previous calendar year by Tenant; and the estimated monthly installments to be owed by Tenant in any Sublease paid for the next year, following said Comparison Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when to reflect such increase. If in any Comparison Year the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area total of the Premises (56,870 square feet) by the rentable area estimated payments of Tenant's Percentage Share of the premises leased increase in Direct Expenses is less than the amount owed, then upon receipt of Landlord's statement, any overpayment made by Prime Landlord Tenant on the monthly installment basis provided above shall be credited towards the next monthly rent falling due and the estimated monthly installments of Direct Expenses to Landlord pursuant be paid shall be adjusted to reflect such lower Direct Expenses for the Prime most recent Comparison Year. If this Lease (276,913 square feet). In terminates during a calendar year, the event rental adjustment shall be payable for the rentable area portion of the Premises or calendar year included in the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculatedterm.

Additional Rent. A. (a) If by applicable Law, any general or special assessment or like charge may be paid in installments without any penalty whatsoever, then such assessment may be paid in such installments, and Tenant shall only be liable for the portion thereof that is allocable or attributable to the Lease Term or any portion thereof. If such assessment or charge may be payable in installments with interest, Tenant may pay such assessment or charge in installments, together with all interest thereon. (b) Tenant shall pay all Real Estate Taxes for the Demised Properties directly to the collecting authority prior to the delinquency date thereof. Within thirty (30) days after Tenant has received evidence from any collecting authority that such Real Estate Taxes have been paid, Tenant shall also provide Landlord with a copy of such evidence that such Real Estate Taxes were paid. Nothing in this Lease shall obligate Tenant to pay any estate, inheritance, franchise, income or similar taxes of Landlord nor shall any of same be deemed Real Estate Taxes, unless the same shall be specifically imposed in substitution for, or in lieu of, Real Estate Taxes. If Tenant fails to pay to the collecting authority any Real Estate Taxes when due hereunder, then Tenant shall, without limiting any other remedies available to Landlord, reimburse Landlord for any and all penalties or interest, or portion thereof, paid or incurred by Landlord as a result of such nonpayment or late payment by Tenant. Without limitation of the foregoing, Tenant shall deposit with Landlord, no later than thirty (30) days prior to the end of the Lease Term, an amount sufficient to pay unpaid Real Estate Taxes and other accrued liabilities that will encumber the Demised Properties after the end of the Lease Term, to the extent that Real Estate Taxes and such other liabilities have accrued and will accrue through the end of the Lease Term. Landlord is obligated shall segregate all such deposits from its other funds and use such deposits solely to pay additional rent under such accrued liabilities as they come due. All collecting authorities shall be instructed to send all invoices for Real Estate Taxes to Tenant. In the Prime Leaseevent any collecting authority sends the invoices to Landlord instead of Tenant, whether Landlord shall promptly forward such additional rent invoices to Tenant. If Landlord receives any notices of assessment from any Governmental Authority for any of the Demised Properties, Landlord shall promptly forward a copy of such notices of assessment to Tenant. (c) Provided that there shall be no Event of Default occurring at the time in question, Tenant shall have the right to undertake an action or proceeding against the applicable collecting authority seeking an abatement of Real Estate Taxes or a reduction in the valuation of the Demised Properties and/or contest the applicability of any Real Estate Taxes (including, without limitation, a reduction in the value of any Demised Properties); provided, however, that Tenant delivers to Landlord prior written notice of any such action or proceeding by Tenant, and that Tenant has paid timely (and continues to pay timely) all Real Estate Taxes as provided in this Lease to the extent required by applicable Law. In any instance where any such permitted action or proceeding is being undertaken by Tenant, (i) Landlord shall cooperate reasonably with Tenant, at no cost or expense to reimburse Prime Landlord, execute any and all documents approved by Landlord for operating expensesand reasonably required in connection therewith, common area maintenance chargesand, taxes to the extent required by the collecting authority, agrees to file at Tenant’s request any action or other proceeding against the collecting authority in its own name, and (ii) Tenant shall provide Landlord with all information reasonably requested by Landlord with respect to such action or proceeding within ten (10) days after receipt of Landlord’s written request. Tenant shall be entitled to any refund (after the deduction therefrom of all expenses incurred by the Prime Landlord in connection with therewith) of any Real Estate Taxes (including penalties or interest thereon) received by Tenant or Landlord, whether or not such refund was a result of actions or proceedings instituted by Tenant, to the Buildingextent such refund relates to Real Estate Taxes that are the responsibility of Tenant pursuant to this Section 3.03. (d) Tenant shall be solely responsible for, and shall pay directly to the applicable service providers, the cost of all utility services provided to the Demised Properties throughout the Lease Term. Notwithstanding the foregoing, upon the occurrence of both of the following events, Tenant shall pay to Landlord the cost of any and all utility services provided to the Demised Properties in lieu of payment directly to the applicable service providers: (i) delivery to Tenant of a written request therefor from Landlord, and (ii) the existence of any Default under this Section 3.03(d) by Tenant, or any Event of Default. Funds paid by Tenant to Landlord pursuant to the immediately preceding sentence shall be used only for the payment of the cost of utility services to the Demised Properties. If Tenant fails to pay the appropriate party (Landlord or the service providers, as provided herein) all such costs when due hereunder, then Tenant shall, without limiting any other remedies available to Landlord, reimburse Landlord for any and all penalties or interest, or portion thereof, paid or incurred by Landlord as a result of such nonpayment or late payment by Tenant. (e) Without limiting any of Tenant’s other obligations set forth in this Article, Tenant shall pay to Landlord, the percentage with each payment due to Landlord hereunder (and as a part of such additional rent (Rent due hereunder), all sales and excise tax on rental income and all other similar taxes imposed with respect to rental or other payments under this Lease relating to the extent such additional rent is attributable Demised Properties in the nature of a sales tax, franchise taxes (subject to events occurring during Section 3.03(e)(ii)), gross receipts tax imposed in lieu of sales tax, occupancy tax, commercial rents tax or the term of this Sublease) which is set forth in Section 1(M) as the Sublease Sharelike, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year whether imposed by a federal, provincial or local taxing authority (including, without limitation, additional rent attributable goods and services tax and harmonized sales tax payable pursuant to 1997 real estate the Excise Tax Act (Canada) and Québec sales taxes payable in 1998pursuant to An Act respecting the Québec sales tax). Such payment shall be due from To the extent permitted by applicable Law, Tenant may pay any such tax directly to the taxing authority, provided Tenant, within ten (10) days after any such payment, delivers to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished written evidence reasonably satisfactory to Landlord in connection therewith), except that if such payment relates to real estate taxes and has been made. For the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt avoidance of such statement from Prime Landlord)doubt, Tenant shall pay not be responsible for (i) any income taxes imposed on Landlord, (ii) any franchise taxes of Landlord measured by net income or net worth or relating to properties owned by Landlord its share of such and not applicable to this Lease, or (iii) any transfer taxes within five (5) days after receipt of such statement. Notwithstanding imposed with respect to the foregoingsale, Landlord may make reasonable estimatesexchange or other disposition by Landlord, forecasts in whole or projections ("PROJECTION") in part, of the amount of additional rent which will be owed by Tenant Demised Properties or Landlord’s interest in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinedthis Lease. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year or portion thereof during the Term Tenant's Share of Operating Costs for such period. (2) Prior to the beginning of each calendar year, Landlord shall notify Tenant of Landlord's estimate of Operating Costs and Tenant's Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as reasonably practicable after the end of each calendar year (but not later than 120 days after the end of each calendar year, in any event), Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs and Additional Rent for the year, and the total payments made by Tenant with respect thereto. Except as otherwise provided herein, unless Tenant raises any objections to Landlord's statement within fifteen (15) months after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. Within fifteen (15) months after receipt of Landlord's annual reconciliation statement, Tenant shall have the right, during normal business hours and upon reasonable advance notice to Landlord, to review or audit Landlord's books and records pertaining to Operating Costs set forth in said reconciliation statement. Further, Tenant may only perform one such review or audit in each calendar year during the Term and any such review or audit shall be performed at the offices of Landlord or such other location in the Twin Cities that Landlord may reasonably select. In the event that Landlord's review or audit discloses that Landlord has overcharged Tenant, (i) Tenant may also review the prior year's reconciliation statement (notwithstanding the 15 month cut off for review of same described above), to the extent Tenant has not already performed an audit on same, and (ii) Landlord shall promptly reimburse Tenant for the excess amounts paid by Tenant. In the event that any such overage exceeds the amount actually owed by Tenant by more than five (5) percent (5%), Landlord shall promptly reimburse Tenant for the out of pocket cost of its audit (excluding, travel, meals and lodging) and if the dollar amount of the overcharge exceeds the amount actually owed by Tenant by more than five percent (5%), Landlord shall pay interest at the Interest Rate on any sums from July 1 of the calendar year with respect to which such overcharge occurred until payment is obligated to received by the Tenant. (4) If Tenant's Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay additional Landlord the deficiency within thirty (30) days of Tenant's receipt of Landlord's statement. If the total payments made by Tenant on account thereof exceed Tenant's Additional Rent as finally determined for such year, Tenant's excess payment shall, at Tenant's option, either be credited toward the rent next due from Tenant under the Prime this Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred be refunded by the Prime Landlord in connection with cash within thirty (30) days after notifying Landlord in writing of its election to receive such cash payment. For any partial calendar year at the Buildingbeginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Sharecase may be, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year within thirty (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (530) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlordafter Tenant's receipt of such Landlord's final statement from Prime for the calendar year in which this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally determined by Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding and the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the total amount of additional rent which will be owed previously paid by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason on account thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and to the extent that Landlord is obligated Subtenant further agrees to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent Subtenant’s Share (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION"defined below) of the amount Operating Expenses, Subtenant’s Share of additional rent which will Electrical Cost and Subtenant’s Share of all other sums required to be owed paid by Tenant Sublandlord in any its capacity as tenant under the Base Lease (“Additional Rent”) for the period between the Sublease YearCommencement Date and the last day of the Sublease Term. Landlord may deliver Such Additional Rent shall be payable on the first day of each month based upon a reasonable estimate provided to Tenant a written statement setting forth a Projection and a calculation Subtenant by Sublandlord of a monthly amount of additional rent the other sums payable by Tenant by reason thereof, to become effective as of delivery of Sublandlord for that month under the ProjectionBase Lease. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when Within 15 days after the actual amount of additional other sums due under the Base Lease is known by Sublandlord, Sublandlord shall notify Subtenant thereof and of Subtenant’s portion thereof. If Subtenant has overpaid rent can for the period in question, such overpayment shall be determined. B. The credited against the next installments of rent due or returned by Sublandlord to Subtenant, or if Subtenant has underpaid rent, then Subtenant shall pay the amount of such underpayment to Sublandlord within five days after the receipt of such notice. Payment of Base Rent and Additional Rent shall be made to Sublandlord at its address written below or at such other place Sublandlord may designate in writing, without any offset or deduction whatsoever. Subtenant agrees to pay directly to Landlord (or, if Landlord is unwilling to b▇▇▇ and receive payments directly from Subtenant, to Sublandlord) any excess electricity usage charges and expenses allocable to Subtenant’s usage thereof in the Sublease Share provided Premises as well as any other charges allocable to Subtenant’s usage thereof in the Sublease Premises all in accordance with the terms of the Base Lease. Subtenant and Sublandlord are knowledgeable and experienced in commercial transactions and agree that, subject to the terms of Base Lease, the provisions of this Sublease for in Section 1(M) is calculated determining charges, amounts and Additional Rent payable by Subtenant are commercially reasonable and valid even though such methods may not state a precise mathematical formula for determining such charges. As used herein, “Subtenant’s Share” means, for the purposes of calculating the portion of Operating Expenses and Electrical Cost required to be paid by Subtenant under this Sublease, the percentage obtained by dividing (a) the number of rentable area square feet in the Sublease Premises as stated above by (b) the number of rentable square feet in the Premises (56,870 square feet) by the i.e., 11,199 rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In Based on the event current rentable square feet in the rentable area Sublease Premises and the Premises as of the date of this Sublease, Subtenant’s Share equals 95.54%. The Base Operating Year for purposes of calculating Subtenant’s Share of Operating Expenses required to be paid by Subtenant under this Sublease is 2021. All Base Rent, Additional Rent, and all other sums payable by Subtenant to Sublandlord for the Sublease Premises or the area of the premises leased pursuant to the Prime Lease under this Sublease shall be changed during the Term, then the Sublease Share shall be recalculatedreferred to herein collectively as “Rent.”

Additional Rent. A. If and In addition to the extent that Landlord is obligated Basic Rent, Subtenant --------------- covenants and agrees to pay to Sublandlord as additional rent under (the Prime Lease"Additional ---------- Rent"), whether such in lawful money of the United States of America, within five (5) days ---- after personal delivery or within ten (10) days after mailing of a notice of Additional Rent due (together with a copy of the applicable ▇▇▇▇ or statement received by Sublandlord from Landlord and/or other evidence, if any, that Additional Rent is due), the following amounts: (i) all additional rent is to reimburse Prime Landlord for rent, taxes, utilities, maintenance and operating expenses, common area maintenance chargesand other amounts attributable to the Premises which are payable by Sublandlord in accordance with the terms of the Master Lease (collectively, taxes the "Operating Expenses"); and ------------------ (ii) any and all other costs, charges or expenses (other than the fixed rent payable by Sublandlord under the Master Lease) attributable to the Premises and payable by Sublandlord pursuant to the provisions of the Master Lease. In the event that the amount payable by Sublandlord under the Mater Lease for Operating Expenses and other amounts is adjusted by Landlord at the end of a year or other expenses incurred period, then (i) if there has been a corresponding underpayment of Additional Rent paid by the Prime Landlord in connection with the BuildingSubtenant, Tenant Subtenant shall pay to LandlordSublandlord, the percentage of such additional rent at least seven (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (57) days prior to the date upon which Landlord's payment of such additional rent is that same are due and payable to the Prime Landlord, provided that Tenant an amount equal to Subtenant's share of the adjustment; or (ii) if there has been an overpayment in the Additional Rent paid by Subtenant, Sublandlord shall have been billed therefor at least fifteen (15) days prior credit against the next pay- ments of Additional Rent coming due hereunder an amount equal to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime LandlordSubtenant's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of adjustment, or promptly refund such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent Subtenant if no further Additional Rent shall be adjusted when due hereunder. The provisions of this paragraph shall survive the actual amount Expiration Date or earlier termination of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing this Sublease. Subtenant's obligation to pay accrued Additional Rent hereunder and Sublandlord's obligation to refund any overpayments of Additional Rent hereunder shall survive the rentable area expiration or earlier termination of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet)this Sublease. In the event the rentable area of the Premises that Landlord reduces or the area of the premises leased abates Sublandlord's rental obligations pursuant to the Prime Lease terms of the Master Lease, Subtenant shall be changed during the Term, then the Sublease Share shall be recalculatedentitled to its allocable share of such abatement or diminution.

Additional Rent. A. If and (a) In addition to the extent that Landlord is obligated to pay additional rent under the Prime LeaseBase Rental and all other sums payable pursuant hereto, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant Lessee shall pay to LandlordLessor, as additional rental, the percentage amount of such the "Direct Expenses" as defined below for each calendar year of the original or extended term of this Lease with proration for the first and last years of the original or extended term. Each calendar year is hereafter called a. "Cost Year". Beginning on the commencement date of the original term of this Lease and on the first day of each month thereafter, Lessee shall pay to Lessor an amount equal to one-twelfth (1/12) of the Direct Expenses, as reasonably estimated from time to time by Lessor by written notice delivered to Lessee. As soon as reasonably possible after the expiration of each Cost Year, Lessor shall furnish Lessee with a statement setting forth in reasonable detail the Direct Expenses for the Cost Year and any excess of said costs over the estimated expenses paid by Lessee during said Cost Year. Lessee (in person or through its agents or employees) shall have the right to inspect and audit the books of Lessor setting forth said expenses during normal business hours. If the amount paid by Lessee as additional rent rental on a monthly basis for a Cost Year as provided for above is greater than the amount set forth in the statement, then Lessor shall credit the additional amount paid by Lessee toward the next installments of additional rental. If the amount paid by Lessee is less than the amount of the statement, then Lessee shall pay the additional amount owing to Lessor on or before thirty (to the extent such additional rent is attributable to events occurring during 30) days after receipt by Lessee of said statement. If the term of this Sublease) which is set forth in Section 1(M) as Lease or any extension or renewal hereof ends on a day other than the Sublease Sharelast day of a calendar year, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which LandlordLessee's payment of Direct Expenses for the Cost Year in which the Lease term ends shall be prorated on a per diem basis. If Lessor's statement for said final Cost Year discloses that Lessee has overpaid Lessee's obligation, then Lessor shall remit to Lessee the amount of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen overpayment on or before thirty (1530) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlordafter Lessee's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such said statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") if Lessee's audit of the amount books of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement Lessor setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereofsuch expenses reveals any improper charges or overcharges for expenses, Lessor shall promptly remit such amounts to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinedLessee. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and Sublessee's Proportionate Share of Sublessor's Proportionate Share shall be considered "Additional Rent." Additional Rent shall also include expenses or charges applicable to the extent that Landlord is obligated Premises, which may be imposed, at any time, on Sublessor pursuant to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance Master Lease (expressly excluding any late charges, taxes interest or damages or other expenses charges or penalties imposed on Sublessor due to its negligence, willful misconduct, default or delay beyond any applicable grace period pursuant to the terms of the Master Lease) as described in the Master Lease or incurred by the Prime Landlord Sublessor in connection compliance with the BuildingMaster Lease. As herein used, Tenant "Rent" shall pay include Monthly Rent and Additional Rent to Landlord, be paid by Sublessee pursuant to this Section 5.b. The payments of Additional Rent required of Sublessee pursuant to this Section shall be made within the percentage same time periods after notice from Sublessor of such additional rent (to the extent such additional rent is attributable to events occurring during amount owed as are established by the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord Master Lease for the 1998 calendar year comparable obligation of Sublessor to make such payments to Master Lessor, or if not so provided therein, within ten (including10) days of written notice from Sublessor. Notwithstanding the foregoing, without limitation, additional rent attributable to 1997 real estate taxes Sublessee's Additional Rent will be payable in 1998)the same time and manner as required by the Master Lease. Such payment Overpayments and underpayments of Additional Rent shall be due from Tenant handled in the same manner as provided in the Master Lease. Any overpayment by Sublessee shall be refunded to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes Sublessee within five (5) business days after the reconciliation, as long as Sublessee is not otherwise in default of its obligations hereunder. Any underpayment shall be deducted from Sublessee's Security Deposit and any shortage shall be paid by Sublessee within five (5) business days after Sublessee's receipt of such statementthe reconciliation. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") Sublessor shall promptly provide Sublessee with copies of the amount of additional rent which will be owed all relevant estimates and statements prepared by Tenant in any Sublease Year. Landlord may deliver Master Lessor with respect to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Additional Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of Operating Costs for such period. (2) Prior to the beginning of each calendar year, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs and Tenant’s Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as reasonably practicable after the end of each calendar year (but not later than 120 days after the end of each calendar year, in any event), Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs and Additional Rent for the year, and the total payments made by Tenant with respect thereto. Except as otherwise provided herein, unless Tenant raises any objections to Landlord’s statement within fifteen (15) months after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement. Within fifteen (15) months after receipt of Landlord’s annual reconciliation statement, Tenant shall have the right, during normal business hours and upon reasonable advance notice to Landlord, to review or audit Landlord’s books and records pertaining to Operating Costs set forth in said reconciliation statement. Further, Tenant may only perform one such review or audit in each calendar year during the Term and any such review or audit shall be performed at the offices of Landlord or such other location in the Twin Cities that Landlord may reasonably select. In the event that Landlord’s review or audit discloses that Landlord has overcharged Tenant, (i) Tenant may also review the prior year’s reconciliation statement (notwithstanding the 15 month cut off for review of same described above), to the extent Tenant has not already performed an audit on same, and (ii) Landlord shall promptly reimburse Tenant for the excess amounts paid by Tenant. In the event that any such overage exceeds the amount actually owed by Tenant by more than five (5) percent (5%), Landlord shall promptly reimburse Tenant for the out of pocket cost of its audit (excluding, travel, meals and lodging) and if the dollar amount of the overcharge exceeds the amount actually owed by Tenant by more than five percent (5%), Landlord shall pay interest at the Interest Rate on any sums from July 1 of the calendar year with respect to which such overcharge occurred until payment is obligated to received by the Tenant. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay additional Landlord the deficiency within thirty (30) days of Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall, at Tenant’s option, either be credited toward the rent next due from Tenant under the Prime this Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred be refunded by the Prime Landlord in connection with cash within thirty (30) days after notifying Landlord in writing of its election to receive such cash payment. For any partial calendar year at the Buildingbeginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Sharecase may be, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year within thirty (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (530) days after Tenant’s receipt of such statement. Notwithstanding Landlord’s final statement for the foregoingcalendar year in which this Lease terminates, Landlord may make reasonable estimatesthe difference between Tenant’s Additional Rent for that year, forecasts or projections ("PROJECTION") of as finally determined by Landlord, and the total amount of additional rent which will be owed previously paid by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason on account thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and to the extent that Landlord is obligated Lessor agrees to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent all Operating Expenses (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth as defined in Section 1(M10 below) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord includes the Management Fee described in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15Section 10) days prior to the date such taxes are due (due up to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the maximum amount of additional rent which will be owed by Tenant $3.00 per year for each square foot of rentable floor area in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord Building (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet“Operating Cost Allowance”). In the event the rentable area Operating Expenses shall, in any Fiscal Year exceed the product of the Premises Operating Cost Allowance times the rentable square feet of the Building (prorated for any partial Fiscal Year at the beginning or end of the Term), Lessee agrees to pay to Lessor, as Additional Rent, Lessee’s pro rata share of any such excess (“Excess Operating Expenses”). The term “Fiscal Year”, as used herein, shall mean Lessor’s fiscal year for accounting purposes which currently is the 12-month period beginning January I and ending December 31. Lessor shall have the right to change the Fiscal Year, from time to time, and, in such event, Lessor shall notify Lessee in writing of such change. Lessee’s pro rata share shall be determined by multiplying the Excess Operating Expenses by a fraction, the numerator of which shall be the number of net rentable square feet in the Premises, and the denominator of which shall be 95% of the net rentable square footage in the Building, which may change from time to time utilizing BOMA (Building Owners and Managers Association) standards. Within 90 days following the completion of each Fiscal Year, Lessor will provide to Lessee a statement showing in reasonable detail the Operating Expenses for the preceding Fiscal Year, the Additional Rent due with regard to Lessee’s share of the Excess Operating Expenses, and Lessor’s reasonable estimate of Excess Operating Expenses for the then current Fiscal Year. Lessee shall, on or before 30 days following receipt of said statement, pay to Lessor the amount of Additional Rent due as provided herein, less the amount of Additional Rent paid in advance (if any) during the preceding Fiscal Year. Any overpayment will be credited by Lessor to Lessee’s pro rata share of the estimated Excess Operating Expenses for the then current Fiscal Year. Lessee agrees to pay Additional Rent each month thereafter, in addition to Base Rent, in an amount necessary to amortize the estimated Excess Operating Expenses for the then current Fiscal Year (or the area of the premises leased pursuant pro rata portion thereof, if applicable) over a period equal to the Prime Lease lesser of (i) the number of months remaining in the Term or (ii) the number of months remaining in the current Fiscal Year. Notwithstanding that the Term has expired or been terminated, Lessee shall remain liable for and agrees to pay to Lessor within 30 days following receipt of an invoice therefore, its pro rata portion of Excess Operating Expenses for the Fiscal Year (or portion thereof) during which the Term expired or was terminated. Lessee shall have the right, at its expense and at a reasonable time, but, in any event within twelve (12) months following the end of any Fiscal Year, to audit Lessor’s books relevant to the Additional Rent due under this Section provided that (i) the audit shall be changed during prepared by a certified public accounting firm of recognized regional standing or by Lessee=s in-house audit staff; (ii) such firm or audit staff is not compensated on a contingency fee@ basis; (iii) such audit is pursued to its conclusion within thirty (30) days following the Term, then date of its commencement and is conducted at the Sublease Share location where Lessor maintains its books and records and shall not unreasonably interfere with the conduct of Lessor=s business; and (iv) the audit report shall be recalculatedsimultaneously delivered to Lessor at no charge. In the event that Lessor=s statement of Operating Expenses exceeds Lessee=s actual pro rata share of Excess Operating Expenses for any Fiscal Year by more than five percent (5%), Lessor agrees to reimburse Lessee Lessee=s reasonable and actual cost of such audit, not to exceed $1,500.

Additional Rent. A. If and to the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant (1) Lessee shall pay to LandlordLessor as “Additional Rent” for each calendar year or portion thereof during the Term Lessee’s Share of the amount (if any) by which Operating Costs for the period exceed Base Operating Costs. Lessee agrees that any Operating Costs that accrue or are incurred during the Term of this Lease may be included in the calculation of Additional Rent, notwithstanding that such Operating Costs may be payable by Lessor in arrears. (2) Within ninety (90) days after the end of each calendar year following the Base Year, Lessor shall furnish Lessee a written statement showing in reasonable detail Lessor’s Operating Costs for the preceding calendar year and the Base Year, and showing the amount, if any, of any increase or decrease in the sums due from Lessee taking into account prior increases paid by Lessee (if any). However, the percentage failure of Lessor to supply such additional rent statement within said ninety (90) day period shall not constitute a waiver of Lessor’s right to the extent such additional rent is attributable to events occurring collect for any current or past due Operating Cost overages during the term of this SubleaseLease. Lessor and Lessee intend that the obligations of the preceding sentence shall survive the expiration or earlier termination of this Lease. Concurrent with the monthly rent payment next due following Lessee’s receipt of such statement, Lessee shall pay to Lessor (in the case of an increase), or Lessor shall credit against the next rent due from Lessee (in the case of a decrease), an amount equal to the sum of (1) which the difference between Operating Costs for the preceding calendar year and the Base Year less increases paid by Lessee (if any); and (2) one-twelfth (1/12th) of said increases for the current calendar year multiplied by the number of rent payments (including the current one) then elapsed in such calendar year. Thereafter the one twelfth (1/12th) shall be paid monthly with the rent until the adjustment the following year pursuant hereto. In no event shall the adjustment entitled Lessee to receive the benefit of a reduction in Building Operating Costs below the level of the initial Base Year during the term hereof. (3) As soon as reasonably practicable after the end of the Base Year and each calendar year thereafter, Lessor shall furnish Lessee a statement (the “Statement”) with respect to such year, showing Operating Costs, Real Property Taxes, costs for Required Insurance, and Additional Rent for the year, and the total payments made by Lessee with respect thereto. If Lessee disputes the amount of Additional Rent stated in the Statement, Lessee may, at Lessee’s own cost and expense, designate, within ninety (90) days after receipt of that Statement, an independent certified public accountant to inspect Lessor’s records. Lessee is set forth not entitled to request that inspection, however, if Lessee is then in Section 1(Mdefault under this Lease. The accountant must be a member of a regionally recognized accounting firm and must not charge a fee based on the amount of Additional Rent that the accountant is able to save Lessee by the inspection. Lessee must give reasonable notice to Lessor of the request for inspection, and the inspection must be conducted in Lessor’s offices at a reasonable time or times. If, after that inspection, Lessee still disputes the Additional Rent, a certification of the proper amount shall be made, at Lessee’s expense, by Lessor’s independent certified public accountant. That certification shall be final and conclusive, provided, however, that if such certification establishes that the Statement in question overstated Lessee’s Additional Rent obligations by ten percent (10%) as or more, Lessor shall pay the Sublease Sharecost of the certification, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is cost does not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of exceed the amount of additional rent which will be owed by Tenant in refund owing to Lessee. Any objection of Lessee to the Statement and resolution of any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of dispute shall not postpone the Projection. Tenant shall pay to Landlord (together with its time for payment of Base Rent) any amounts due Lessee or Lessor based on the monthly amount Statement, nor shall any failure of such additional rent determined pursuant Lessor to deliver the Projection; provided, however, that Statement in a timely manner relieve Lessee of Lessee’s obligation to pay any amounts due Lessor based on the additional rent shall be adjusted when the actual amount of additional rent can be determinedStatement. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and (a) Commencing on the first (1st) anniversary of the Commencement Date, Subtenant shall also pay to Sublandlord (together with the extent that Landlord is obligated to pay payment of each monthly installment of Base Rent payable under this Sublease), as additional rent hereunder, Subtenant’s Proportionate Share (as hereinafter defined) of “Tenant’s Share” of “Operating Expenses,” “Office Maintenance Costs” and “Real Estate Taxes” (as each such term is defined in the Prime Lease) payable by Sublandlord in excess of those paid under the Prime Lease by Sublandlord for the Base Year (as hereinafter defined)(the “Additional Sublease Rent”). Subtenant shall pay the Additional Sublease Rent in monthly installments, based on estimates provided by the Landlord, all in accordance with Section 5 of the Prime Lease. If less than ninety-five percent (95%) of the rentable area of the Building is occupied during any calendar year period (including the Base Year), whether then the variable portion of Additional Sublease Rent for such additional rent is period shall be deemed to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses be equal to the total of the variable portion of Additional Sublease Rent which would have been incurred by Sublandlord if ninety-five percent (95%) of the rentable area of the Building had been occupied for the entirety of such calendar year with all tenants paying full rent, as contrasted with free rent, half rent or the like; provided, however, that in no event shall Sublandlord be entitled to recover from Subtenant as Additional Sublease Rent more than 100% of the increase in Operating Expenses, Office Maintenance Costs, and Real Estate Taxes allocable to the Premises and actually paid by Sublandlord under the Prime Landlord in connection with Lease (plus the BuildingExcess Consumption Rent, Tenant if applicable). As used herein, “Subtenant’s Proportionate Share” shall pay to Landlordbe 8.78%, and the percentage of such additional rent (“Base Year” shall be calendar year 2011. Notwithstanding anything to the extent such additional rent is attributable contrary contained in this Sublease, Sublandlord may elect, at Sublandlord’s cost, to events occurring have Subtenant’s electrical consumption at the Premises monitored by a separate meter. If Sublandlord determines at any time that Subtenant’s actual electrical consumption exceeds five (5) ▇▇▇▇▇ per rentable square foot in the Premises (“Excess Consumption”), then the Additional Sublease Rent payable hereunder for the then-current Sublease Year and all remaining Sublease Years during the Term shall be increased to include the actual cost of the Excess Consumption (the “Excess Consumption Rent”). Subtenant covenants and agrees that at all times during the term of this Sublease) which is set forth in Section 1(M) as , Subtenant’s electrical consumption shall never exceed that capacity of the Sublease Sharemains, but only feeders, ducts, conduits, and wires bringing the same to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinedPremises. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If (a) During the term of the Lease, Tenant shall pay all general and special real and Personal property taxes and assessments relating to the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes Premises or other expenses incurred by the Prime Landlord Tenant’s personal property locate on or used in connection with the BuildingPremises, all premiums for insurance maintained on the Premises by Landlord, and all dues and assessments levied or charged against the Premises or its owner by Northgate Business Properties or pursuant to any covenants, which shall be Additional Rent payable to Landlord. Tenant shall pay to pay, with each monthly rental payment, an Additional Rent Deposit, representing 1/ 12 of Landlord’s estimate of taxes, assessments and premiums for the percentage Lease year. As soon as feasible (but in no event later than 90 days) after the commencement of such additional rent each Lease year, Landlord will furnish Tenant a statement (to “Landlords Statement”) showing the extent such additional rent is attributable to events occurring during the term following: (i) The amount of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Additional Rent due Landlord for the 1998 calendar year previous Lease year, less credit for Additional Rent Deposits paid, if any; (includingii) Estimated real property taxes and assessments for the new Lease year; (iii) Estimated insurance premiums for the new Lease year; (iv) Estimated assessments by Northgate Business Properties or pursuant to other covenants for the new Lease year; (v) Estimates for any other costs Landlord is entitled to as Additional Rent; and (vi) The Additional Rent Deposit due monthly in the then current Lease year, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be including the amount or revised amount due from Tenant to Landlord no fewer than five (5) days for months prior to the date upon which Landlord's payment rendition of such additional the statement. (vii) In the event, the Landlord spends more than $2,500,000 on this project, the base rent is due increased by 7.5% of any investment made over and above $2,500,000 (up to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen $18,750). (15b) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five thirty (530) days after receipt of such statementstatement any amounts for Additional Rent then due in accordance with Landlords Statement any amounts due from Landlord to Tenant pursuant to this Section shall be credited to the Additional Rent Deposit next coming due, or refunded to Tenant if the Term has already expired (which obligation shall survive such expiration) provided Tenant is not in default hereunder. Notwithstanding No interest or penalties shall accrue on any amounts which Landlord is obligated to credit to Tenant by reason of this Section. Landlord’s failure to deliver L▇▇▇▇▇▇▇’s Statement or in computing the foregoingamount of the Additional Rent shall not constitute a waiver by Landlord of its right to deliver such items nor constitute a release of Tenant’s obligations to pay such amounts. The Additional Rent Deposit shall be credited against Additional Rent due for the applicable Lease year. During the last complete calendar year or during any partial calendar year in which the Lease terminates, Landlord may make reasonable estimates, forecasts include in the Additional Rent Deposit its estimate of Additional Rent that may not be finally determined until after the termination of this Lease. Tenants obligation to pay Additional Rent (and L▇▇▇▇▇▇▇’s obligation to reimburse Tenant for any excess estimated payments made by Tenant) survives the expiration or projections ("PROJECTION") termination of the amount Lease. Tenant will remit all taxes and insurance due as detailed in section 5(a) directly to Landlord and Landlord will pay directly to the taxing authorities and insurance provider. (c) Landlord shall maintain books and records showing real estate taxes and assessments, insurance premiums and dues and assessments paid pursuant to any covenants. The Tenant or its representative shall have the right, for a period of additional rent one hundred fifty (150) days following the date upon which will L▇▇▇▇▇▇▇’s Statement is delivered to Tenant, to examine the Landlord’s books and records with respect to the items in Landlord’s Statement during normal business hours, upon written notice, delivered at least three (3) business days in advance. If T▇▇▇▇▇ does not object in writing to Landlord’s Statement within one year of T▇▇▇▇▇’s receipt thereof, specifying the nature of the item in dispute and the reasons therefor, then L▇▇▇▇▇▇▇’s Statement shall be owed considered final and accepted by T▇▇▇▇▇. Landlord shall promptly repay Tenant for any overpayments which Tenant or its auditors identify, together with interest thereon at the Interest Rate from the date paid by Tenant until refunded in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinedfull. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If (1) Tenant shall pay Landlord as "ADDITIONAL RENT" for each calendar year or portion thereof during the Term Tenant's Share of the sum of (x) the amount (if any) by which Operating Costs for the period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the extent end of the Base Year and each calendar year thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord's prior estimate, Landlord is obligated may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as reasonably practicable after the end of the Base Year and each calendar year thereafter, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made Tenant with respect thereto. Unless Tenant raises any objections to Landlord's statement within ninety (90) days after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to ▇▇▇▇▇▇▇▇'s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver ▇▇▇▇▇▇▇▇'s statement in a timely manner relieve Tenant of Tenant's obligation to pay additional any amounts due Landlord based on Landlord's statement. (4) If Tenant's Additional Rent as finally determined for the year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within fifteen (15) days of Tenant's receipt of Landlord's statement. If the total payments made Tenant on account thereof exceed ▇▇▇▇▇▇'s Additional Rent as finally determined for the year, ▇▇▇▇▇▇'s excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the Prime beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing ▇▇▇▇▇▇'s Share of the increase in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, whether such additional rent is Landlord shall pay to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes Tenant or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year case may be within ten (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (510) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill after ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord▇'s receipt of Landlord's final statement for the calendar year in which this Lease terminates, the difference between ▇▇▇▇▇▇'s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such statement from Prime Landlord)exemption, Tenant Taxes for such year shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding be calculated on the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") basis of the amount the Taxes for the year would have been in the absence of additional rent which will be owed by the exemption. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration of the Term. Notwithstanding anything to the contrary in this Lease, if there is at any Sublease Year. Landlord may deliver to Tenant time a written statement setting forth a Projection and a calculation of a monthly decrease in Taxes below the amount of additional rent payable by Tenant by reason thereofthe Taxes for the Base Year, to become effective as then for purposes of delivery of calculating Additional Rent for the Projection. Tenant shall pay to Landlord (together with its payment of year in which such decrease occurs and all subsequent periods, Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent Taxes shall be adjusted when reduced to equal the actual amount of additional rent can be determinedTaxes for the year in which the decrease occurs. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and In addition to the extent that Landlord is obligated Rent provided for in Paragraph 1 above, the Lessee agrees to pay to the Lessor additional rent under for each Lease Year subsequent to the Prime initial full year of this Lease representing the Lessee’s pro rata share in any increase in the operational expenses of the Building attributable to such Lease Year. The Lessee’s share of any increase in operational expenses for any Lease Year (subsequent to the initial full year of this Lease) shall be calculated as follows: first, as of the first and each subsequent anniversary date(s) of this Lease, whether such additional rent is to reimburse Prime Landlord the annual operational expenses of the Building for operating expenses, common area maintenance charges, taxes or other the preceding fiscal year ending 12/31 shall be calculated and from this amount shall be subtracted the annual operational expenses incurred by of the Prime Landlord in connection with Building for the Building, Tenant shall pay to Landlordfiscal year ending December 31. In this manner, the percentage total increase in operational expenses of such additional rent (to the extent such additional rent is attributable to events occurring during Building for the term appropriate calendar year of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment Lease shall be due from Tenant determined. The base year of the Lease referenced within this document shall be 2003. Second, such increase shall be divided by 34,751 square feet to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor arrive at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will the increase in operational expenses per square foot of the Building and then the amount of such increase per square foot of the Building shall be owed multiplied by Tenant in any Sublease Year. Landlord may deliver the number of square feet occupied by the Lessee pursuant to Tenant a written statement setting forth a Projection and a calculation the terms of a monthly amount this Lease to determine the amount, if any, of additional rent payable by Tenant by reason thereof, to become effective as of delivery the Lessee for the next Lease Year of the ProjectionLease. Tenant If the calculations show an increase in operating expenses as compared with the base year, Lessee shall pay to Landlord Lessor within thirty (together with its payment of Base Rent30) the monthly amount of such additional rent determined pursuant days following Lessor’s notice, a sum equal to the Projection; providedLessee’s share of the increase in such expense prorated for such Lease Year. For purposes of this paragraph, however, that the additional rent operational expenses of the Building for any fiscal year shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant defined as all expenditures with respect to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the TermBuilding for such fiscal year other than expenditures for mortgage payments, then the Sublease Share shall be recalculatedcapital expenditures, depreciation, tenant finish for other lessees, leasing commissions, advertising expenses and executive salaries.

Additional Rent. A. If and to the extent that Landlord is obligated Subtenant agrees to pay to Sublandlord, as additional rent under this Sublease, the amount of any additional rent payable by Sublandlord under the Prime Lease other than Operating Expenses thereunder. It is agreed that any and all amounts payable by the Sublandlord under the Prime Lease which are not specifically attributable to either the Subleased Premises or the remainder of the Premises of Sublandlord under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (be deemed attributable to the extent such additional rent is attributable to events occurring during Subleased Premises and included in Additional Rent in the term of this Sublease) which is set forth in Section 1(M) same proportion as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") rentable area of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver Subleased Premises bears to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by of Sublandlord under the rentable area Prime Lease. The Additional Rent shall be apportioned during the year in which the Term of this Sublease commences and during the year in which such Term shall end, such that Subtenant shall be obligated to pay a proportionate share of such Additional Rental for the Sublease Premises which is attributable to the number of days of the premises leased Term hereof which are included in the period of which such Additional Rental is payable by Sublandlord under the Prime Landlord Lease. Sublandlord shall give Subtenant copies of all relevant statements and bills received by Sublandlord pursuant to Landlord the applicable provisions of the Prime Lease, together with a statement of the amount of Additional Rent, if any, which Subtenant is required to pay under this section. Subtenant shall pay Additional Rent within thirty (30) days of Subtenant’s receipt of this statement. Subtenant shall also pay to Sublandlord, as Additional Rent, all other amounts payable by Sublandlord pursuant to the Prime Lease (276,913 square feetother than Monthly Base Rent and Operating Expenses) which are attributable to the Subleased Premises and the Term of this Sublease or attributable to Subtenant or any person claiming by, through or under Subtenant or any of their respective employees, Subtenants, licensees, agents, contractors and invitees (each, a “Subtenant Party”). In Such amounts shall include without, limitation, charges for or related to Tenant’s Taxes, Alterations, costs incurred by Prime Landlord in repairing damage to the event the rentable area Building caused by Subtenant or any Subtenant Party, additional rent arising out of Section 6 of the Prime Lease (without limiting any obligations of Subtenant or any rights or remedies of Sublandlord under this Sublease), increased insurance premiums due as a result of Subtenant’s use or occupancy of the Subleased Premises; and amounts expended or incurred by Prime Landlord on account of any default by Subtenant under this Sublease which gives rise to a default under the Prime Lease. Subtenant’s obligation to pay Additional Rent shall survive the expiration or earlier termination of this Sublease. Subtenant agrees that the Subtenant’s obligation to pay Rent is not dependent upon the condition of the Subleased Premises or the area performance by Sublandlord of its duties or obligations hereunder (or the premises leased pursuant to performance by Prime Landlord of its duties or obligations under the Prime Lease shall Lease). For purposes of this Sublease, “Additional Rent” means any and all payments required to be changed made by Subtenant to Sublandlord hereunder during the Term, then other than the Sublease Share shall be recalculatedFixed Rent and “Rent” means, collectively, Fixed Rent and Additional Rent.

Additional Rent. A. (a) If by applicable Law, any general or special assessment or like charge may be paid in installments without any penalty whatsoever, then such assessment may be paid in such installments, and Tenant shall only be liable for the portion thereof that is allocable or attributable to the Lease Term or any portion thereof. If such assessment or charge may be payable in installments with interest, Tenant may pay such assessment or charge in installments, together with all interest thereon. (b) Tenant shall pay all Real Estate Taxes for the Demised Properties directly to the collecting authority prior to the delinquency date thereof. Within thirty (30) days after Tenant has received evidence from any collecting authority that such Real Estate Taxes have been paid, Tenant shall also provide Landlord with a copy of such evidence that such Real Estate Taxes were paid. Nothing in this Lease shall obligate Tenant to pay any estate, inheritance, franchise, income or similar taxes of Landlord nor shall any of same be deemed Real Estate Taxes, unless the same shall be specifically imposed in substitution for, or in lieu of, Real Estate Taxes. If Tenant fails to pay to the collecting authority any Real Estate Taxes when due hereunder, then Tenant shall, without limiting any other remedies available to Landlord, reimburse Landlord for any and all penalties or interest, or portion thereof, paid or incurred by Landlord as a result of such nonpayment or late payment by Tenant. Without limitation of the foregoing, Tenant shall deposit with Landlord, no later than thirty (30) days prior to the end of the Lease Term, an amount sufficient to pay unpaid Real Estate Taxes and other accrued liabilities that will encumber the Demised Properties after the end of the Lease Term, to the extent that Real Estate Taxes and such other liabilities have accrued and will accrue through the end of the Lease Term. Landlord is obligated shall segregate all such deposits from its other funds and use such deposits solely to pay additional rent such Real Estate Taxes and accrued liabilities as they come due. All collecting authorities shall be instructed to send all invoices for Real Estate Taxes to Tenant. In the event any collecting authority sends the invoices to Landlord instead of Tenant, Landlord shall promptly forward such invoices to Tenant. If Landlord receives any notices of assessment from any Governmental Authority for any of the Demised Properties, Landlord shall promptly forward a copy of such notices of assessment to Tenant. (c) Provided that there shall be no Event of Default occurring at the time in question, Tenant shall have the right to undertake an action or proceeding against the applicable collecting authority -6- A&R MASTER LAND AND BUILDING LEASE ACTIVE 230595713 seeking an abatement of Real Estate Taxes or a reduction in the valuation of the Demised Properties and/or contest the applicability of any Real Estate Taxes (including, without limitation, a reduction in the value of any Demised Properties) under any Law now or hereafter applicable to the Prime LeaseDemised Properties; provided, whether however, that Tenant delivers to Landlord prior written notice of any such additional rent action or proceeding by Tenant, and that Tenant has paid timely (and continues to pay timely) all Real Estate Taxes as provided in this Lease to the extent required by applicable Law. In any instance where any such permitted action or proceeding is being undertaken by Tenant, (i) Landlord shall cooperate reasonably with Tenant, at no cost or expense to reimburse Prime Landlord, execute any and all documents approved by Landlord for operating expensesand reasonably required in connection therewith, common area maintenance chargesand, taxes to the extent required by the collecting authority, agrees to file at Tenant’s request any action or other proceeding against the collecting authority in its own name, and (ii) Tenant shall provide Landlord with all information reasonably requested by Landlord with respect to such action or proceeding within ten (10) days after receipt of Landlord’s written request. Tenant shall be entitled to any refund (after the deduction therefrom of all expenses incurred by the Prime Landlord in connection with therewith) of any Real Estate Taxes (including penalties or interest thereon) received by Tenant or Landlord, whether or not such refund was a result of actions or proceedings instituted by Tenant, to the Buildingextent such refund relates to Real Estate Taxes that are the responsibility of Tenant pursuant to this Section 3.03. (d) Tenant shall be solely responsible for, and shall pay directly to the applicable service providers, the cost of all utility services provided to the Demised Properties throughout the Lease Term. Notwithstanding the foregoing, upon the occurrence of both of the following events, Tenant shall pay to Landlord the cost of any and all utility services provided to the Demised Properties in lieu of payment directly to the applicable service providers: (i) delivery to Tenant of a written request therefor from Landlord, and (ii) the existence of any Default under this Section 3.03(d) by Tenant, or any Event of Default. Funds paid by Tenant to Landlord pursuant to the immediately preceding sentence shall be used only for the payment of the cost of utility services to the Demised Properties. If Tenant fails to pay the appropriate party (Landlord or the service providers, as provided herein) all such costs when due hereunder, then Tenant shall, without limiting any other remedies available to Landlord, reimburse Landlord for any and all penalties or interest, or portion thereof, paid or incurred by Landlord as a result of such nonpayment or late payment by Tenant. (e) Without limiting any of Tenant’s other obligations set forth in this Article, Tenant shall pay to Landlord, the percentage with each payment due to Landlord hereunder (and as a part of such additional rent (Rent due hereunder), all sales and excise tax on rental income and all other similar taxes imposed with respect to rental or other payments under this Lease relating to the extent such additional rent is attributable Demised Properties in the nature of a sales tax, franchise taxes (subject to events occurring during Section 3.03(e)(ii)), gross receipts tax imposed in lieu of sales tax, occupancy tax, commercial rents tax or the term of this Sublease) which is set forth in Section 1(M) as the Sublease Sharelike, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year whether imposed by a federal, provincial or local taxing authority (including, without limitation, additional rent attributable goods and services tax and harmonized sales tax payable pursuant to 1997 real estate taxes payable in 1998the Excise Tax Act (Canada)). Such payment shall be due from To the extent permitted by applicable Law, Tenant may pay any such tax directly to the taxing authority, provided Tenant, within ten (10) days after any such payment, delivers to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished written evidence reasonably satisfactory to Landlord in connection therewith), except that if such payment relates to real estate taxes and has been made. For the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt avoidance of such statement from Prime Landlord)doubt, Tenant shall pay not be responsible for (i) any income taxes imposed on Landlord, (ii) any franchise taxes of Landlord measured by net income or net worth or relating to properties owned by Landlord its share of such and not applicable to this Lease, or (iii) any transfer taxes within five (5) days after receipt of such statement. Notwithstanding imposed with respect to the foregoingsale, Landlord may make reasonable estimatesexchange or other disposition by Landlord, forecasts in whole or projections ("PROJECTION") in part, of the amount of additional rent which will be owed by Tenant Demised Properties or Landlord’s interest in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinedthis Lease. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. (1) Tenant shall pay Landlord as "ADDITIONAL RENT" for each calendar year or portion thereof during the Term Tenant's Share of the amount (if any) by which the sum of Operating Costs and Taxes for such year exceed the sum of Base Operating Costs and Base Taxes. (2) As soon as reasonably practicable, but within one hundred eighty (180) days, after the end of the first calendar year in which the Commencement Date occurs and each calendar year thereafter, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant with respect thereto, together with a copy of reasonable substantiating documentation. Unless Tenant raises any objections to Landlord's statement within ninety (90) days after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant objects to such statement, Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the extent that time for payment of any undisputed amounts due Tenant or Landlord is obligated based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay additional any amounts due Landlord based on Landlord's statement. (3) If Tenant's Additional Rent as finally determined for the year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within thirty (30) days of Tenant's receipt of Landlord's statement in the following manner: the entire sum of the unpaid Additional Rent for the prior year immediately preceding issuance of the Landlord's statement and on a prorated basis, for the previous months in the then current year. Thereafter, Tenant will pay the Additional Rent on a monthly basis which reflects the most recent year's increases in Operating Costs and Taxes, subject to adjustment at the end of the year. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary significantly from the prior year's adjustment, then Landlord may, by notice to Tenant, revise the adjustment for such year provided, however with respect to changes in Operating Costs during such year for which Landlord desires to revise its estimate for the then current Lease Year, Landlord may change its estimate thereof and so revise the adjustment only once during such year (and Additional Rent shall thereafter be payable based on the revised estimate); provided further, however, that nothing in the foregoing shall relieve or release Tenant from its obligation to pay all Additional Rent which may be owed by Tenant for such year as same may be billed and reconciled as provided in this Section 3.2 (b). If the total payments made by Tenant on account thereof exceed Tenant's Additional Rent as finally determined for the year, Tenant's excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the Prime beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, whether such additional rent is Landlord shall pay to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes Tenant or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Sharecase may be, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year within thirty (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (530) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlordafter Tenant's receipt of Landlord's final statement for the calendar year in which this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such statement from Prime Landlord)exemption, Tenant Taxes for such year shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding be calculated on the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") basis of the amount of additional rent which will be owed by Tenant the Taxes for the year would have been in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery the absence of the Projectionexemption. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall pay to Landlord (together with its payment of Base Rent) survive the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area expiration of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If a) It is the purpose and intent of the Sublandlord and Sublessee that the rent payable hereunder shall be absolutely net to the extent Sublandlord so that Landlord is obligated this Sublease shall yield, net to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to LandlordSublandlord, the percentage of such additional rent (Base Rent due with respect to the extent such additional rent is attributable to events occurring each year or fraction thereof during the term of this Sublease. For purposes of this Sublease, it is agreed that the Subleased Property comprises one hundred percent (100%) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTIONSublessee's Pro Rata Share") of the amount of additional rent which will Prime Lease Property. b) The Sublessee shall be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of responsible for the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount Sublessee's Pro Rata Share of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided all property taxes for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease Property during the term hereof, including the building and all other improvements thereon. Sublandlord represents and warrants that there are no other taxes or other assessments affecting the Subleased Property, other than those of a normal and recurring nature on property substantially similar to the Subleased Property, at the time of the execution of this Sublease. All such other taxes or assessments affecting the Subleased Property accruing after the Commencement Date but prior to the termination of this Sublease shall be the responsibility of the Sublessee. If the Termination Date or sooner termination of this Sublease shall not coincide with the end of a Real Estate Tax Year, then in computing the amount payable under this Section 5 for the period between the commencement of the applicable Real Estate Tax Year in question and the Termination Date or sooner termination of this Sublease, the amount that would have been due from Sublessee for the full year, if Sublessee had been a tenant for the entire Real Estate Tax Year, shall be prorated over the portion of the Real Estate Tax Year that Sublessee is a tenant in the Subleased Property. Sublessee's obligation to pay increased Real Estate Taxes under this Section 5 for the final period of the Sublease (276,913 square feet)as well as for any earlier period not paid as of the expiration or sooner termination of the Sublease) shall survive the expiration or sooner termination of this Sublease. c) During the terms of the Sublease, Sublessee agrees to arrange for and pay all services and charges for any and all utilities used on the Subleased Property, including, but not limited to water and sewer, electricity, gas, waste disposal, telephone and security related services, which may be charged or assessed by a utility or service company or political or utility subdivision. In no event shall Sublandlord be liable for any interruption or failure in the event supply of any utilities or services to the rentable area Subleased Property, unless caused by the willful acts or misconduct of the Premises or Sublandlord. To the area extent utilities are not separately metered for the Subleased Property, Sublessee shall pay Sublessee's Pro Rata Share for such utilities furnished to the Subleased Property (all of the premises leased pursuant foregoing, together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to the Prime Lease as "Impositions"). d) Sublandlord shall furnish or cause to be changed during the Termfurnished to Sublessee, then the Sublease Share shall be recalculatedpromptly after receipt of same, copies of any notices, statements or invoices with respect to any Impositions.

Additional Rent. A. If (1) Tenant shall pay Landlord as "ADDITIONAL RENT" for each calendar year or portion thereof during the Term, Tenant's Share of the sum of (x) the amount (if any) by which Operating Costs for the period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the extent end of the Base Year and each calendar year thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year, will vary From Landlord's prior estimate, Landlord is obligated may revise the estimate for such year and notify Tenant only once during the July month of such year of the revised estimate (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as reasonably practicable after the end of the Base Year and each calendar year thereafter, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord's statement within thirty (30) days after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. If the parties are unable to resolve such dispute in good faith within thirty (30) days, then either party may submit the matter to binding arbitration pursuant to Sections 1280 et seq. of the California Code of Civil Procedure. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay additional any amounts due Landlord based on Landlord's statement. (4) If Tenant's Additional Rent as finally determined for the year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within thirty (30) days of Tenant's receipt of Landlord's statement. If the total payments made by Tenant on account thereof exceed Tenant's Additional Rent as finally determined for the year, Tenant's excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the Prime beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, whether such additional rent is Landlord shall pay to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes Tenant or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Sharecase may be, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year within ten (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (510) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlordafter Tenant's receipt of such Landlord's final statement from Prime for the calendar year in which this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally determined by Landlord), and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be adjusted accordingly. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay to Landlord its share any Additional Rent not previously paid shall survive the expiration of such taxes within five (5) days after receipt of such statementthe Term. Notwithstanding anything to the foregoingcontrary in this Lease, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of if there is at any time a decrease in Taxes below the amount of additional rent the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection such decrease occurs and a calculation of a monthly amount of additional rent payable by Tenant by reason thereofall subsequent periods, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent Taxes shall be adjusted when reduced to equal the actual amount of additional rent can be determinedTaxes for the year in which the decrease occurs. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If (a) Commencing on the Rent Commencement Date and continuing thereafter through the term of the Lease and any extension thereof, Tenant shall pay all general and special real and Personal property taxes and assessments relating to the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes Premises or other expenses incurred by the Prime Landlord Tenant’s personal property located on or used in connection with the Building, Premises and all premiums for insurance maintained on the Premises by Landlord. Tenant shall pay to pay, with each monthly rental payment, an Additional Rent Deposit, representing 1/12 of Landlord’s estimate of taxes, assessments and premiums for the percentage Lease year. As soon as feasible (but in no event later than 90 days) after the commencement of such additional rent each Lease year, Landlord will furnish Tenant a statement (to “Landlords Statement”) showing the extent such additional rent is attributable to events occurring during the term following: (i) The amount of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Additional Rent due Landlord for the 1998 calendar year previous Lease year, less credit for Additional Rent Deposits paid, if any; (includingii) Estimated real property taxes and assessments for the new Lease year; (iii) Estimated insurance premiums for the new Lease year; (iv) Estimates for any other costs Landlord is entitled to as Additional Rent; and (v) The Additional Rent Deposit due monthly in the then current Lease year, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be including the amount or revised amount due from Tenant to Landlord no fewer than five (5) days for months prior to the date upon which Landlord's payment rendition of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen statement. (15b) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five thirty (530) days after receipt of such statementstatement any amounts of Additional Rent then due in accordance with Landlords Statement. Notwithstanding Any amounts due from Landlord to Tenant pursuant to this Section shall be credited to the foregoingAdditional Rent Deposit next coming due, or refunded to Tenant if the Term has already expired (which obligation shall survive such expiration) provided T▇▇▇▇▇ is not in default hereunder. No interest or penalties shall accrue on any amounts which Landlord is obligated to credit to Tenant by reason of this Section. Landlord’s failure to deliver L▇▇▇▇▇▇▇’s Statement or in computing the amount of the Additional Rent shall not constitute a waiver by Landlord of its right to deliver such items nor constitute a release of Tenant’s obligations to pay such amounts. The Additional Rent Deposit shall be credited against Additional Rent due for the applicable Lease year. During the last complete calendar year or during any partial calendar year in which the Lease terminates, Landlord may make reasonable estimates, forecasts include in the Additional Rent Deposit its estimate of Additional Rent that may not be finally determined until after the termination of this Lease. Tenants obligation to pay Additional Rent (and L▇▇▇▇▇▇▇’s obligation to reimburse Tenant for any excess estimated payments made by Tenant) survives the expiration or projections ("PROJECTION") termination of the amount Lease. Tenant will remit all taxes and insurance due as detailed in section 5(a) directly to Landlord and Landlord will pay directly to the taxing authorities and insurance provider. (c) Landlord shall maintain books and records showing real estate taxes and assessments, insurance premiums and dues and assessments paid pursuant to any covenants. The Tenant or its representative shall have the right, for a period of additional rent one hundred fifty (150) days following the date upon which will L▇▇▇▇▇▇▇’s Statement is delivered to Tenant, to examine the Landlord’s books and records with respect to the items in Landlord’s Statement during normal business hours, upon written notice, delivered at least three (3) business days in advance. If T▇▇▇▇▇ does not object in writing to Landlord’s Statement within one year of Tenant’s, receipt: thereof, specifying the nature of the item in dispute and the reasons therefor, then Landlord’s Statement shall be owed considered final and accepted by T▇▇▇▇▇. Landlord shall promptly repay Tenant for any overpayments which Tenant or its auditors identify, together with interest thereon at the Interest Rate from the date paid by Tenant until refunded in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinedfull. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If In addition to Subtenant’s obligations to pay Fixed Rent, and Additional Rent pursuant to 3(b) of this Sublease Subtenant shall pay or reimburse Sublandlord, without deduction or setoff, for (i) Subtenant’s Share of Sublandlord Services as described in Paragraph 2(i) above and Subtenant’s Share of the costs and expenses accruing during the Sublease Term and payable by Sublandlord to any person or entity in order to comply with Sublandlord’s obligations under the Master Lease with respect to the Building (except as otherwise provided herein),(“Sublandlord Service Costs”); (ii) all costs and expenses incurred by Sublandlord as a result of Subtenant’s failure to timely comply with its obligations under this Sublease, and (iii) Sublandlord’s costs and expenses in connection with providing additional services to Subtenant (such as, but not limited to, after-hours HVAC or security) as set forth in this Sublease. In the event Subtenant’s usage of any utility is materially greater than Subtenant’s Share of utility expenses, Sublandlord shall have the right to reasonably allocate a charge for such greater use. Sublandlord may elect to separately meter any or all Utilities serving the Sublease Premises, in which case, Sublandlord may elect to have Subtenant shall pay directly for the cost of such Utilities. Notwithstanding any other provision herein to the contrary, if the Master Premises is not fully occupied during any year of the Sublease Term, an adjustment shall be made in computing the variable components of Sublandlord’s Services Costs for such year so that Sublandlord’s Services Costs shall be computed for such year as though the Master Premises had been fully occupied during such year. Subtenant shall also be solely responsible to pay directly for all costs and expenses for services not otherwise provided by Master Landlord or Sublandlord pursuant to the Master Lease or this Sublease, as the case may be, specifically related to the Sublease Premises; all personal property taxes; all other utilities required by Subtenant’s operations in the Sublease Premises; all janitorial services provided to the Sublease Premises; and all maintenance or repair services provided to the Sublease Premises to the extent the same are not otherwise the Master Landlord’s responsibility pursuant to the Master Lease or the Sublandlord’s responsibility pursuant to this Sublease. Sublandlord shall provide Subtenant with reasonable documentation substantiating all such costs and expenses described in this subparagraph. Other than as specifically provided for herein, to the extent that any Building services are not provided to the Sublease Premises by Master Landlord is obligated to pay additional rent under the Prime Master Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent Subtenant acknowledges and agrees that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant Sublandlord shall have been billed therefor at least fifteen (15) days prior no obligation to provide such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statementBuilding services for Subtenant. Notwithstanding the foregoing, Subtenant shall not be responsible for (i) late fees, holdover payments, default damages, or interest due under the Master Lease which relate to the acts or omissions of Sublandlord under the Master Lease and not the acts or omissions of Subtenant under this Sublease, (ii) costs of indemnifying Master Landlord may make reasonable estimatesfor acts or omissions of Sublandlord not resulting from the acts or omissions of Subtenant, forecasts or projections ("PROJECTION"iii) share of any profit made by Sublandlord on a sublease, (iv) costs of Master Landlord performing any obligation under the Master Lease which Sublandlord failed to perform (unless such failure is attributable to failure on the part of Subtenant hereunder), (v) costs of Sublandlord’s comprehensive liability insurance and worker’s compensation insurance required under the Master Lease, (vi) attorney’s fees charged by Master Landlord in connection with enforcement of the amount Master Lease against Sublandlord (unless attributable to Subtenant’s failure hereunder), (vii) costs in connection with the performance of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver Tenant’s Work pursuant to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery Article III of the Projection. Tenant shall pay Master Lease, (viii) maintenance and repairs with respect to Landlord any non-common areas of the Master Premises (together other than the Sublease Premises); (ix) costs and expenses that would, under generally accepted accounting principals, constitute capital expenditures (except that with its payment respect to the common areas of Base Rent) the monthly amount Master Premises, Sublandlord may pass through annual amortization of such additional rent determined expenditures in accordance with generally accepted accounting principals); (x) cost and expenses to the extent caused by Sublandlord’s negligence or willful misconduct; or (xi) Fixed Rent pursuant to the Projection; providedMaster Lease, howeverand, that the additional rent shall be adjusted when the actual amount except as expressly provided in this Sublease, items of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord Additional Rent pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculatedMaster Lease.

Additional Rent. A. If Commencing January 1, 2020 and each year thereafter during the Term hereof, in addition to the extent that Landlord is obligated to pay additional rent under the Prime LeaseBase Rent, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant Subtenant shall pay to LandlordSublandlord as Additional Rent (“Additional Rent”): (i) 4.1164% of the increases in the Building’s Operating Expenses (the “Operating Expenses Escalation”) over the 2019 Base Operating Expense Year and for each year following the Base Operating Expense Year, and (ii) the 3.8363% of the increases in the Building’s Taxes (the “Tax Escalation” and together with the Operating Expenses Escalation, the percentage “Escalation Rent”) over the 2019/2020 Base Year (the “Base Tax Year”) and for each year following the Base Tax Year. Subtenant shall pay Escalation Rent in monthly installments on the first day of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is each month in an amount set forth in Section 1(M) as a written estimate by Sublandlord; provided, however, if there is a change in the Sublease Shareamount of Escalation Rent payable by Subtenant, but only Sublandlord shall provide such written estimate to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor Subtenant at least fifteen (15) days prior before such amount is first due. Sublandlord shall promptly forward to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except Subtenant all estimates and reconciliation statements that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement Sublandlord receives from Prime Landlord). At the same time, Tenant in addition to such estimates or reconciliation statements, Sublandlord shall pay to Landlord provide Subtenant its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereofEscalation Rent for such calendar or fiscal year, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant well as supporting documentation to the Projectionextent provided by Prime Landlord or developed independently by Sublandlord. In the event an adjustment to Operating Expenses or Taxes or any other Additional Rent is made by Prime Landlord, Escalation Rent shall be adjusted accordingly. Upon written request from Subtenant, Sublandlord shall promptly exercise any right it may have to cause Prime Landlord’s books and records to be audited; provided, however, that Subtenant shall pay the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area cost of the Premises (56,870 square feet) audit and indemnify, defend and hold harmless Sublandlord from and against all claims, damages, costs and expenses incurred by the rentable area Sublandlord as a result of the premises leased by audit. The Base Rent and Additional Rent may sometimes be referred to herein collectively as the “Rent.” Notwithstanding anything herein to the contrary, Subtenant shall not be responsible for any sums due under the Prime Landlord Lease which are not due from Subtenant to Landlord Sublandlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area express terms of the Premises this Sublease, or the area of the premises leased pursuant to which are due under the Prime Lease shall be changed during or this Sublease and are assessed as a result of the Term, then failure of Sublandlord to comply with the Prime Lease unless Subtenant is in default of any of the terms or provisions of this Sublease Share shall be recalculatedor the Prime Lease on the date such sums are assessed by Prime Landlord.

Additional Rent. A. If (1) Tenant shall pay Landlord, as “Additional Rent” for each calendar year or portion thereof during the Term, Tenant’s Share of the sum of (x) Operating Costs for such period, and to (y) Taxes for such period. During the extent that Landlord is obligated to pay additional rent under first six months of the Prime Initial Term of this Lease, whether such additional rent is no Additional Rent payable pursuant to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses this Section 3.2 shall be paid nor incurred by the Prime Tenant. (2) Prior to the beginning of each calendar year, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in connection such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as reasonably practicable after the end of each calendar year during the Term or any Extension Term, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the Buildingyear and the total payments made by Tenant with respect thereto. Unless Landlord delivers such statement, or any subsequent amendment, correction or modification thereof, to Tenant within twenty-four (24) months after the end of the calendar year in which such Additional Rent was incurred by Landlord, then Landlord shall not be permitted to recover any additional Additional Rent from Tenant relating to such calendar year. Unless Tenant raises any objections to Landlord’s statement within twenty-four (24) months after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant objects to such statement, then Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection by Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within thirty (30) days of Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the Rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Sharecase may be, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year within thirty (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (530) days after Tenant’s receipt of such statement. Notwithstanding Landlord’s final statement for the foregoingcalendar year in which this Lease terminates, Landlord may make reasonable estimatesthe difference between Tenant’s Additional Rent for that year, forecasts or projections ("PROJECTION") of as finally determined by Landlord, and the total amount of additional rent which will be owed previously paid by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason on account thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If (1) Tenant shall pay to Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the sum of (x) the amount (if any) by which Operating Costs for such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the extent end of the Base Year and each calendar year thereafter. Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s prior estimate, Landlord is obligated may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as reasonably practicable after the end of the Base Year and each calendar year thereafter, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord’s statement within sixty (60) days after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay additional any amounts due Landlord based on Landlord’s statement. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ten (10) days of Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the Prime beginning or end of the Term, Additional Rent shall be prorated on the basis of a 360-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration or termination of this Lease, whether such additional rent is . Landlord shall pay to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes Tenant or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, as the percentage case may be, within ten (10) days after Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term arc reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such additional rent (exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. Notwithstanding anything to the extent such additional rent contrary in this Lease, if there is attributable to events occurring during at any time a decrease in Taxes below the term amount of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord Taxes for the 1998 calendar Base Year, then for purposes of calculating Additional Rent for the year (includingin which such decrease occurs and all subsequent periods, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment Base Taxes shall be due from Tenant reduced to Landlord no fewer than five equal the Taxes for the year in which the decrease occurs. (5) days prior to Landlord shall keep, in the date upon which Landlord's payment of such additional rent is due to the Prime LandlordBuilding manager’s office, provided that complete books and records regarding Operating Costs and Taxes (collectively, “Charges”). All records shall be retained for at least two (2) years. Tenant shall have the right to audit such records at any time during business hours upon not less than ten (10) business days’ written notice to Landlord. If such audit reveals that Tenant’s Share of any Charges has been billed therefor at least fifteen overstated, then Landlord shall immediately refund the overpayment, and if overstated by more than three percent (15) days 3%), Landlord shall promptly, upon demand, reimburse Tenant for the reasonable, actual out of pocket costs of such audit. Notwithstanding anything to the contrary contained herein. Landlord shall not be required to maintain books and records regarding Charges for the period prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") ’s acquisition of the amount of additional rent which will Building and such books and records shall not be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection available for Tenant’s review and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinedaudit. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. (a) If by applicable Law, any general or special assessment or like charge may be paid in installments without any penalty whatsoever, then such assessment may be paid in such installments, and Tenant shall only be liable for the portion thereof that is allocable or attributable to the Lease Term or any portion thereof. If such assessment or charge may be payable in installments with interest, Tenant may pay such assessment or charge in installments, together with all interest thereon. (b) Tenant shall pay all Real Estate Taxes for the Demised Properties directly to the collecting authority prior to the delinquency date thereof. Within thirty (30) days after Tenant has received evidence from any collecting authority that such Real Estate Taxes have been paid, Tenant shall also provide Landlord with a copy of such evidence that such Real Estate Taxes were paid. Nothing in this Lease shall obligate Tenant to pay any estate, inheritance, franchise, income or similar taxes of Landlord nor shall any of same be deemed Real Estate Taxes, unless the same shall be specifically imposed in substitution for, or in lieu of, Real Estate Taxes. If Tenant fails to pay to the collecting authority any Real Estate Taxes when due hereunder, then Tenant shall, without limiting any other remedies available to Landlord, reimburse Landlord for any and all penalties or interest, or portion thereof, paid or incurred by Landlord as a result of such nonpayment or late payment by Tenant. Without limitation of the foregoing, Tenant shall deposit with Landlord, no later than thirty (30) days prior to the end of the Lease Term, an amount sufficient to pay unpaid Real Estate Taxes and other accrued liabilities that will encumber the Demised Properties after the end of the Lease Term, to the extent that Real Estate Taxes and such other liabilities have accrued and will accrue through the end of the Lease Term. Landlord is obligated shall segregate all such deposits from its other funds and use such deposits solely to pay additional rent such accrued liabilities as they come due. All collecting authorities shall be instructed to send all invoices for Real Estate Taxes to Tenant. In the event any collecting authority sends the invoices to Landlord instead of Tenant, Landlord shall promptly forward such invoices to Tenant. If Landlord receives any notices of assessment from any Governmental Authority for any of the Demised Properties, Landlord shall promptly forward a copy of such notices of assessment to Tenant. (c) Provided that there shall be no Event of Default occurring at the time in question, Tenant shall have the right to undertake an action or proceeding against the applicable collecting authority seeking an abatement of Real Estate Taxes or a reduction in the valuation of the Demised Properties and/or contest the applicability of any Real Estate Taxes (including, without limitation, a reduction in the value of any Demised Properties under the Prime Leaseterms of Proposition 8 (as adopted by the voters of the State of California in the November 1978 election) and any similar law, whether rule or regulation, now or hereafter applicable to the Demised Properties); provided, however, that Tenant delivers to Landlord prior written notice of any such additional rent action or proceeding by Tenant, and that Tenant has paid timely (and continues to pay timely) all Real Estate Taxes as provided in this Lease to the extent required by applicable Law. In any instance where any such permitted action or proceeding is being undertaken by Tenant, (i) Landlord shall cooperate reasonably with Tenant, at no cost or expense to reimburse Prime Landlord, execute any and all documents approved by Landlord for operating expensesand reasonably required in connection therewith, common area maintenance chargesand, taxes to the extent required by the collecting authority, agrees to file at Tenant’s request any action or other proceeding against the collecting authority in its own name, and (ii) Tenant shall provide Landlord with all information reasonably requested by Landlord with respect to such action or proceeding within ten (10) days after receipt of Landlord’s written request. Tenant shall be entitled to any refund (after the deduction therefrom of all expenses incurred by the Prime Landlord in connection with therewith) of any Real Estate Taxes (including penalties or interest thereon) received by Tenant or Landlord, whether or not such refund was a result of actions or proceedings instituted by Tenant, to the Buildingextent such refund relates to Real Estate Taxes that are the responsibility of Tenant pursuant to this Section 3.03. (d) Tenant shall be solely responsible for, and shall pay directly to the applicable service providers, the cost of all utility services provided to the Demised Properties throughout the Lease Term. Notwithstanding the foregoing, upon the occurrence of both of the following events, Tenant shall pay to Landlord the cost of any and all utility services provided to the Demised Properties in lieu of payment directly to the applicable service providers: (i) delivery to Tenant of a written request therefor from Landlord, and (ii) the existence of any Default under this Section 3.03(d) by Tenant, or any Event of Default. Funds paid by Tenant to Landlord pursuant to the immediately preceding sentence shall be used only for the payment of the cost of utility services to the Demised Properties. If Tenant fails to pay the appropriate party (Landlord or the service providers, as provided herein) all such costs when due hereunder, then Tenant shall, without limiting any other remedies available to Landlord, reimburse Landlord for any and all penalties or interest, or portion thereof, paid or incurred by Landlord as a result of such nonpayment or late payment by Tenant. (e) Without limiting any of Tenant’s other obligations set forth in this Article, Tenant shall pay to Landlord, the percentage with each payment due to Landlord hereunder (and as a part of such additional rent (Rent due hereunder), all sales and excise tax on rental income and all other similar taxes imposed with respect to rental or other payments under this Lease relating to the Demised Properties in the nature of a sales tax, franchise taxes (subject to Section 3.03(e)(ii)), gross receipts tax imposed in lieu of sales tax, occupancy tax, commercial rents tax or the like, whether imposed by a federal, state or local taxing authority. To the extent permitted by applicable Law, Tenant may pay any such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only tax directly to the extent taxing authority, provided Tenant, within ten (10) days after any such payment, delivers to Landlord written evidence reasonably satisfactory to Landlord that such additional rent exceeds payment has been made. For the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment avoidance of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord)doubt, Tenant shall pay not be responsible for (i) any income taxes imposed on Landlord, (ii) any franchise taxes of Landlord measured by net income or net worth or relating to properties owned by Landlord its share of such and not applicable to this Lease, or (iii) any transfer taxes within five (5) days after receipt of such statement. Notwithstanding imposed with respect to the foregoingsale, Landlord may make reasonable estimatesexchange or other disposition by Landlord, forecasts in whole or projections ("PROJECTION") in part, of the amount of additional rent which will be owed by Tenant Demised Properties or Landlord’s interest in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinedthis Lease. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and (a) In addition to Base Rent, during each calendar year, or portion thereof, falling within the extent that Landlord is obligated to pay additional rent under the Prime LeaseExtended Term, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant Lessee shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) Lessor as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which LandlordAdditional Rent hereunder Lessee's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") Ratable Share of the amount of additional rent by which will be owed by Tenant in any Sublease (i) Operating Expenses (as defined below) for the applicable calendar year exceeds Operating Expenses for the Base Year, and (ii) Tax Expenses (as defined below) for the applicable calendar year exceeds Tax Expenses for the Base Year. Landlord may deliver Prior to Tenant January 1 of each calendar year during the Term, or as soon as practical thereafter, Lessor shall make a written statement setting forth a Projection good faith estimate of Operating Expenses and a calculation Tax Expenses for the applicable full or partial calendar year and Lessee's Ratable Shares thereof. On or before the first day of each month during such calendar year, Lessee shall pay Lessor, as Additional Rent, a monthly amount installment equal to one-twelfth of additional rent payable by Tenant by reason thereof, to become effective as Lessee's Ratable Share of delivery (1) Lessor's estimate of the Projectionamount by which Operating Expenses for such calendar year will exceed Operating Expenses for the Base Year, and (2) Lessor's estimate of the amount by which Tax Expenses for such calendar year will exceed Tax Expenses for the Base Year. Tenant Lessor shall pay have the right from time to Landlord time during any such calendar year to reasonably revise the estimate of Operating Expenses and Tax Expenses for such year and provide Lessee with a revised statement therefor (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, Lessor agrees that Lessor shall not issue a revised statement more than twice in any calendar year for Operating Expenses and twice in any calendar year for Tax Expenses), and thereafter the additional rent amount Lessee shall pay each month shall be adjusted based upon such revised estimate. If Lessor does not provide Lessee with an estimate of the Operating Expenses and/or Tax Expenses by January 1 of any calendar year, Lessee shall continue to pay a monthly installment based on the previous year's estimate until such time as Lessor provides Lessee with an estimate of Operating Expenses and/or Tax Expenses for the current year. Upon receipt of such current year's estimate, an adjustment shall be made for any month during the current year with respect to which Lessee paid monthly installments of Additional Rent based on the previous year's estimate. Lessee shall pay Lessor for any underpayment within thirty (30) days after Lessor's written demand. Any overpayment of Additional Rent shall, at Lessor's option, be refunded to Lessee or credited against the installments of Additional Rent next coming due under the Lease. Any amount paid by Lessee based on any estimate shall be subject to adjustment pursuant to subsection 2.3(b) below when the actual amount of additional rent can be Operating Expenses or actual Tax Expenses, as applicable, are determined. B. The Sublease (b) As soon as is practical following the end of each calendar year during the Extended Term, Lessor shall furnish to Lessee a statement of Lessor's actual Operating Expenses and Tax Expenses for the previous calendar year. If for any calendar year the Additional Rent collected from Lessee for such calendar year, as a result of Lessor's estimate of Operating Expenses or Tax Expenses, is in excess of Lessee's Ratable Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises amount by which Operating Expenses or Tax Expenses, as applicable, for such year exceeds Operating Expenses or Tax Expenses for the Base Year, then Lessor shall refund to Lessee any overpayment (56,870 square feetor at Lessor's option apply such amount against Additional Rent due or to become due hereunder). Likewise, Lessee shall pay to Lessor, within thirty (30) days after demand, any underpayment with respect to such calendar year whether or not the Lease has terminated prior to receipt by Lessee of a statement for such underpayment, it being understood that this clause shall survive the rentable area expiration or termination of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculatedLease."

Additional Rent. A. If (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the sum of (x) the amount (if any) by which Operating Costs for such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. Tenant Landlord _____ _______ (2) Prior to the extent end of the Base Year and each calendar year thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s prior estimate, Landlord is obligated may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as reasonably practicable after the end of the Base Year and each calendar year thereafter, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord’s statement within thirty (30) days after receipt of the same, such statement shall conclusively he deemed correct and Tenant shall have no right thereafer to dispute such statement or any item therein or the computation of Additional Rent based hereon. If Tenant does object to such statement, then Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay additional any amounts due Landlord based on Landlord’s statement. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within fourteen (14) days of Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the Prime beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire Year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, whether such additional rent is Landlord shall pay to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes Tenant or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Sharecase may be, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year within fourteen (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (514) days after Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof: If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such statement. Notwithstanding exemption, ‘faxes for such year shall be calculated on the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") basis of the amount the Taxes for the year would have been in the absence of additional rent which will be owed by the exemption. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration of the Term. Notwithstanding anything to the contrary in this Lease, if there is at any Sublease Year. Landlord may deliver to Tenant time a written statement setting forth a Projection and a calculation of a monthly decrease in Taxes below the amount of additional rent payable by Tenant by reason thereofthe Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in which such decrease occurs and all subsequent periods, Base Taxes shell be reduced to become effective as of delivery of equal the ProjectionTaxes for the year in which the decrease occurs. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated._____ _______

Additional Rent. A. If and to Effective as of the extent that Landlord is obligated to pay additional rent under the Prime LeaseNew Premises Commencement Date, whether such additional rent is to reimburse Prime Landlord for operating expensesexcept as specifically set forth herein, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant Subtenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is Additional Rent as set forth in Section 1(M) as 3 of the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord Original Sublease. The PILOT Base Year for the 1998 calendar year (includingReplacement Floor shall be as set forth in the Sublease. The PILOT Base Year for the Incremental Floor shall be the average of 2024/2025 and 2025/2026 fiscal years, without limitationprovided that no Additional Rent under Original Sublease Section 3(a)(1), additional rent attributable to 1997 real estate taxes payable in 1998). Such payment as amended hereby, shall be due from Tenant and payable by Subtenant with respect to Landlord the Incremental Floor until (and for the period prior to) the later of January 1, 2026 or the IP Rent Commencement Date. The Sublease Operating Expense Base Year for the Replacement Floor shall be as set forth in the Sublease. The Sublease Operating Expense Base Year for the Incremental Floor shall be the 2025 calendar year, provided that no fewer than five Additional Rent under Original Sublease Section 3(a)(2), as modified hereby, shall be due and payable by Subtenant for the Incremental Floor until (5and for the period prior to) days the later of January 1, 2026 or the IP Rent Commencement Date. The Sublease CAM Base Year for the Replacement Floor shall be as set forth in the Sublease. The Sublease CAM Base Year for the Incremental Floor shall be the 2025 calendar year, provided that no Additional Rent under Original Sublease Section 3(a)(3), as modified hereby, shall be due and payable by Subtenant for the Incremental Floor until (and for the period prior to) the later of January 1, 2026 or the IP Rent Commencement Date. (a) Original Sublease Section 3(b) is hereby modified to provide that as of the New Premises Commencement Date, Subtenant’s Share with respect to the (i) Replacement Floor is 4.03% (based on the rentable square feet in the Replacement Floor being deemed to be 48,182) and (ii) Incremental Floor is 4.0241% (based on the rentable square feet in the Incremental Floor being deemed to be 48,111). (b) Original Sublease Section 3(a)(4) is hereby modified to provide that prior to the date upon which Landlord's payment of such New Premises Commencement Date, a submeter has or will be installed by Sublandlord (at no additional rent is due cost to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15Subtenant) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") separately submeter each floor of the amount New Premises, which submeters shall exclusively measure the consumption of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery electricity on each floor of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinedNew Premises. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If In addition to Base Rent, commencing on the Rent Commencement Date, Subtenant shall also pay to Sublandlord the Operating Expenses (as that term is defined in Section 9.2 of the Master Lease) and all other costs payable by Sublandlord under the Master Lease that may accrue after the Rent Commencement Date (“Additional Rent”). Additional Rent shall also include all amounts paid directly by Sublandlord to parties other than Sublandlord to the extent related to the Premises (e.g. real property taxes assessed against the tenant improvements in the Premises, landscape maintenance, and parking lot maintenance). Sublandlord shall use its commercially reasonable efforts to induce Master Landlord to agree to ▇▇▇▇ Subtenant directly for Additional Rent. If Master Landlord does not agree to ▇▇▇▇ Subtenant directly for Additional Rent, then prior to the Rent Commencement Date, and then on or before December 1 of each year, Sublandlord shall give Tenant a yearly expense estimate statement which shall set forth Sublandlord’s reasonable estimate of the total amount of Additional Rent for the succeeding calendar year, Subtenant shall pay Additional Rent in equal monthly installments based upon such estimate; provided, that Landlord is obligated the estimate statement may be reasonably revised and reissued by Sublandlord from time to pay additional rent under time. Within 120 days after the Prime Leaseend of each calendar year (subject to corresponding delivery to Sublandlord from Master Landlord), whether Sublandlord shall give to Tenant a statement, which shall indicate the Additional Rent incurred or accrued for such additional rent is to reimburse Prime Landlord preceding calendar year, and which shall indicate the amount, if any, of any amounts due from Subtenant in excess of the amounts previously paid, or the amount of any refund due. Upon receipt of the statement for operating expenses, common area maintenance charges, taxes or other expenses incurred by each expense year ending during the Prime Landlord in connection with the BuildingTerm, Tenant shall pay to Landlordpay, the percentage with its next installment of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease ShareBase Rent due, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year in no event later than thirty (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (530) days after receipt of such statement the full amount of any excess for such expense year. If a refund is due, Sublandlord shall provide such refund at the time it provides the statement. Notwithstanding The failure of Sublandlord to timely furnish the foregoingstatement for any expense year shall not prejudice Sublandlord from enforcing its rights under this Section 3. Even though the Term has expired and Tenant has vacated the Premises, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") when the final determination is made of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided Additional Rent due from Subtenant for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then Tenant shall immediately pay to Sublandlord any amounts due. Upon request, Sublandlord shall furnish to Subtenant copies of any invoices for items constituting Additional Rent hereunder (to the Sublease Share shall be recalculatedextent obtainable from Master Landlord).

Additional Rent. A. If and Section 1. In addition to Minimum Rent, as set forth in Article 2, all other payments required to be paid by Tenant under the provisions of this Lease shall be treated as additional rent (“Additional Rent”), whether or not the same be designated as such. To the extent Landlord’s lender, Citi Real Estate Funding Inc. (“Lender”) requires that Landlord is obligated escrow for Taxes on a monthly basis pursuant to pay additional rent under that certain Loan Agreement dated as of the Prime Lease, whether such additional rent is to reimburse Prime Effective Date by and between Citi Real Estate Funding Inc. (“Lender”) and Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by (the Prime Landlord “Loan Agreement”) entered into in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged a certain loan from Lender to Landlord for (the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord“Loan”), Tenant and Landlord shall pay cooperate with each other to Landlord its share satisfy such requirement; the parties agreeing that payment of such taxes within five (5) days after receipt Taxes for the Real Property is the obligation of such statement. Notwithstanding Tenant hereunder, pursuant to the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projectionterms hereof. Tenant shall pay to Landlord (together with its payment of Base Rent) as Additional Rent under this Lease the monthly amount of such additional rent determined reserve amounts required under the Loan Agreement pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area terms of the Premises (56,870 square feet) by Loan Agreement for the rentable area following accounts as defined in the Loan Agreement: Replacement Reserve Account and Leasing Reserve Account. Tenant shall also pay as Additional Rent amounts required to fund the Operating Expense Account in the event of a Trigger Period, as defined in the premises leased by Prime Landlord to Landlord Loan Agreement, pursuant to the Prime Lease (276,913 square feet). In the event the rentable area terms of the Premises or Loan Agreement. On the area of Commencement Date, Tenant shall deposit with Lender funds required to fund the premises leased Monthly Insurance Deposit pursuant to the Prime Loan Agreement. Tenant shall provide Landlord with evidence of Tenant’s monthly payment of insurance required hereunder promptly upon Tenant’s payment of same, which evidence may be provided by Landlord to its Lender. Landlord shall provide Tenant with a copy of the fully executed Loan Agreement and shall promptly provide Tenant with any amendments thereto which are relevant to Tenant’s Additional Rent or other obligations under this Lease during the Term of this Lease. Minimum Rent and Additional Rent shall together, for the purposes of this Lease, be defined as “Rent” or “rent”. All payments required to be paid by Tenant under the provisions of this Lease shall bear interest, commencing ten (10) business days after the due date of each payment (or from the date of advancement of funds by Landlord if the funds are payable on demand) and continuing until the date actually paid by Tenant, at the lower of: (a) three percent (3%) per annum; or (b) the highest rate of interest permitted under the laws of the State of Minnesota to be changed during the Term, then the Sublease Share shall be recalculatedcharged to Tenant upon such delinquent payment.

Additional Rent. A. If (a) If, in any calendar year or partial calendar year during the Term hereof (or renewal periods, if any) the Operating Expenses, as hereinafter defined, of the Building and the Developed Parcel should exceed Seven Dollars and 51/100 ($7.51) per rentable square foot of area therein (being the Operating Expenses per rentable square foot in 2007) (such excess being hereinafter referred to as the extent “Operating Expense Differential”), then as Additional Rent for that Landlord is obligated to pay additional rent under the Prime Leaseyear, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Buildingpartial calendar year, Tenant shall pay its Proportionate Share of the Operating Expense Differential all in accordance with the terms herein. “Proportionate Share” shall be 5.2035% (13,000 rentable square feet in the Building divided by 249,828 rentable square feet in the Building). Notwithstanding the foregoing to Landlordthe contrary, Tenant shall not be required to pay its Proportionate Share of Operating Expenses for the percentage months of March, April and May, 2008. (b) At the Commencement Date, or prior to or at the commencement of any calendar year during the Term, Landlord shall deliver to Tenant a written estimate of any Additional Rent (such expense being hereinafter referred to as “Estimated Operating Expense Differential”) which may be due hereunder during the calendar year in which this Lease commences or for any such succeeding calendar year as the case may be. For each month, Tenant shall pay 1/12 of the amount of the Estimated Operating Expense Differential for that particular calendar year in addition to the Monthly Base Rent. (c) Landlord shall deliver to Tenant statements showing the actual Operating Expenses of the Building and the Developed Parcel and Tenant’s Proportionate Share thereof (hereinafter referred to as “Statement of Actual Adjustment”) within one-hundred twenty (120) days after the end of any calendar year in which Estimated Operating Expense Differential was paid by Tenant or due Landlord under the provisions hereof, provided, however, any delay in delivery of such additional rent Statement of Actual Adjustment shall not be grounds for any claim by or on behalf of Tenant. Within thirty (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (530) days prior after the delivery by Landlord to the date upon which Landlord's payment Tenant of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy Statement of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord)Actual Adjustment, Tenant shall pay to Landlord its share the amount by which the actual adjustment exceeds the amount paid by Tenant as Estimated Operating Expense Differential during said previous calendar year, or Landlord shall credit Tenant the amount by which the Estimated Operating Expense Differential exceeded the Statement of such taxes Actual Adjustment, or in the event this Lease shall have expired, Landlord will remit to Tenant the excess within five said thirty (530) day time frame. Within sixty (60) days after receipt of the Statement of Actual Adjustment, Tenant, at its own cost and expense and at the offices of the Landlord in Denver, Colorado, where books and records for the Building are maintained or at such statement. Notwithstanding the foregoing, other place as Landlord may make reasonable estimatesreasonably designate in Denver, forecasts or projections ("PROJECTION") Colorado, may examine Landlord’s books and records relating to the Operating Expenses to determine the accuracy of the amount statement in question. The cost of additional rent which will any audit, including the costs and expenses of services provided by Landlord’s employees or representatives, reasonable administrative costs, costs of copies, and such, shall be owed borne and paid by Tenant in any Sublease Yearunless such audit determines that Landlord’s statement has overcharged Tenant by more than five percent (5%). If Landlord and Tenant cannot mutually agree upon a settlement of a disputed overcharge within ten (10) days of Tenant’s review, the parties shall select a mutually acceptable independent, certified public accountant to review the records at Tenant’s expense, and the decision of such accountant shall be final and binding upon the parties. Landlord may deliver shall pay the fee of such independent accountant and reimburse Tenant for Tenant’s reasonable costs and expenses (not to Tenant a written exceed Two Thousand Five Hundred Dollars ($2,500.00)) in the event such accountant determines that Landlord’s statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by has overcharged Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord more than five percent (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection5%); provided, however, that under no circumstances shall Landlord pay any fees, costs or expenses relative to an audit performed on a contingency basis. Tenant shall pay the additional rent fee of such independent accountant and reimburse Landlord for Landlord’s costs and expenses of such audit in all other events. In any event (whether the audit shows an overcharge or an undercharge), the Tenant’s share of Operating Expense Differential shall be adjusted when to correspond with the actual amount figures determined in the audit. Further, Tenant shall have no right to audit the books and records of additional rent can Landlord during any period that Tenant is in default under the terms of this Lease beyond any applicable grace or cure period. Tenant, its agents and representatives, agree that all information of any nature or kind provided or disclosed by Landlord during any such audit shall be determinedheld in strict confidence. B. (d) The Sublease Share provided for computations set forth in Section 1(M) is calculated by dividing this Paragraph shall be made on a calendar year basis except if this Lease commences on a day other than the rentable area first day of a calendar year or terminates on a day other than the last day of a calendar year, in such event the computations shall be made on the basis of the Premises proportion that the number of days that this Lease was in effect for such calendar years bears to 365. (56,870 square feete) by For the rentable area purposes of this Lease, Operating Expenses shall mean any and all commercially reasonable costs paid or incurred in connection with the operation, servicing, maintenance and repair of the premises leased Building and the Building’s proportionate share of Operating Expenses incurred in connection with the maintenance, repair and cleaning of areas within the Developed Parcel, which shall include, but not be limited to the following: (i) All real estate taxes, assessments, governmental levies, county taxes or any other governmental charge, ordinary or extraordinary, unforeseen as well as foreseen, of any kind or nature whatsoever which are or may be assessed or imposed upon the Building and the Developed Parcel or upon rents collected by Prime Landlord under the laws of the United States, Arapahoe County or the State of Colorado, as a substitute in whole or in part for taxes payable or hereinafter imposed on the Building and the Developed Parcel or resulting from or due to any change in method of taxation, but excluding any income, franchise, excise, corporation, estate, inheritance, succession, capital stock or transfer tax levied on Landlord to Landlord pursuant the extent that it is not a substitute in whole or in part for real estate taxes. For purposes of this paragraph, real estate taxes, assessments, governmental levies, county taxes or any other governmental charge shall be prorated to the Prime Tenant based on the period of time indicated on the tax ▇▇▇▇ rather than the period of time in which it was paid. For example, if real estate taxes for Lease Year 1 are actually paid by Landlord in Lease Year 2 (276,913 square feet). In i.e. the event the rentable area billing is in arrears) Tenant shall remain responsible via an Operating Expense adjustment for its proportionate share of the Premises amount paid in Lease Year 2 indicated for the Lease Year 1 period. The foregoing shall also apply with respect to any other Operating Expenses paid in arrears. (ii) Compensation provided in the form of wages, salaries, fees and such other compensation and benefits (including insurance, welfare, pension or similar fund payments, retirement, vacation, holiday, sick pay and other fringe benefits) as well as any adjustments thereto for the following classes of employees, employees of agents, or agents of Landlord performing services rendered in connection with the management, operation and maintenance of the Developed Parcel and/or the Building, and to the extent time is shared by such employee, the compensation attributed to such employee shall be equitably allocated; a. Building Manager; b. Assistant Building Manager(s); c. clerical and accounting staff; d. window cleaners, porters, janitors, cleaners, dusters, sidewalk shovelers and miscellaneous handymen; e. security personnel, gardeners, caretakers and persons engaged in patrolling and protecting the Building; f. engineers, mechanics, electricians, plumbers and persons engaged in the operating and maintenance of the heating, air conditioning, ventilating, plumbing, electrical and elevator systems of the Building; and g. carpenters, plasterers, painters and other persons engaged in connection with the management, operating and maintenance of the Building. (iii) The uniforms of employees specified in subdivision (ii) above and the cleaning, pressing and replacement thereof. (iv) Payroll taxes, including federal and state unemployment taxes and social security taxes and any other such taxes that may be created, payable in connection with the employment of any of the employees specified in subdivision (ii) above. (v) Premiums and other charges incurred by Landlord with respect to the following insurance (listed below) on employees specified in subdivision (ii) above, and on the Building and the Developed Parcel as required by Paragraph (20), and, if Landlord elects to self insure some or all of the risks as would normally be covered by insurance, an amount deemed by Landlord in its reasonable discretion to be equal to the amount which would have been incurred if insurance had been purchased (but, in any event, in an amount consistent with amounts paid for other comparable Class A office buildings in the Denver Metro Area): a. fire; extended coverage, including windstorm, hail, explosion, riot, rioting attending a strike, civil commotion, aircraft, vehicle and smoke; all risk; and terrorism; b. public liability; c. elevator; d. boiler damage, water damage, legal liability, and pilferage on equipment and materials for the Building and the Developed Parcel; e. workmen’s compensation as required under applicable state law and employer’s liability for the employees specified in subdivision (ii) above; f. health, accident, disability and group life on employees enumerated in subdivision (ii) above as therein qualified; and g. other insurance which Landlord reasonably deems necessary for a first class office building would carry or which the holder of any mortgage affecting the Building or the area Building and the Developed Parcel might require to be carried under the terms of such mortgage. (vi) Costs or premiums incurred for electricity, steam, gas, water or other utilities or fuels required in connection with the operation and maintenance of the premises leased pursuant Building and the Developed Parcel. (vii) Water and sewer charges. (viii) Repairs or maintenance of the Building and the Developed Parcel and the cost, repair or replacement of supplies, tools, communication devices (including those incidental to monitoring of systems from remote locations) materials and equipment used in connection therewith. (ix) Charges of any independent contractor incurred in connection with operating, maintaining or repairing the Building and its appurtenances, including inspection and servicing of elevator, electrical, plumbing and mechanical equipment, energy management systems and security monitoring systems; and the furnishing of cleaning and janitorial services, base concierge services, if any, and the cost of materials, tools, supplies and equipment used in connection thereof. (x) Sales, use and excise taxes on goods and services purchased or provided by Landlord to properly manage, operate and maintain the Building and the Developed Parcel. (xi) License, permit and inspection fees. (xii) Auditor’s fees for public accounting with respect to the Prime Lease Building and/or the Developed Parcel. (xiii) Legal fees of outside or special counsel retained by Landlord in connection with proceedings for the reduction of real estate taxes, labor relations, or other matters to the extent that the same shall be changed during of general benefit to all tenants in the TermBuilding. (xiv) Cost of telephone, then telegraph, postage, stationery supplies and other materials required for routine operation of the Sublease Share shall be recalculatedBuilding Manager’s office. (xv) Association dues.

Additional Rent. A. If Additional Rent for the calendar year which includes the Effective Date shall be calculated separately for the Excluded Premises and the Remainder Leased Premises as follows: (a) Additional Rent attributable to the extent that Landlord is obligated Excluded Premises shall be prorated pursuant to pay additional rent Section 5(e) of the Original Lease for the calendar year which includes the Effective Date as though the Lease will terminate on the Effective Date, and “the number of days of the Term falling within the Calculation Year”, as used in said Section 5(e), shall be deemed to be the number of days in the period commencing on January 1st of the calendar year which includes the Effective Date and ending on the Effective Date. “Tenant’s Proportionate Share”, as determined under Exhibit B to the Prime Original Lease, whether such additional rent is shall, for purposes of determining Additional Rent attributable to reimburse Prime Landlord the Excluded Premises for operating expensessaid calendar year, common area maintenance chargesbe deemed to be 55,340 square feet (i.e., taxes or other expenses incurred by being the Prime Landlord in connection with rentable square footage of the Building, Excluded Premises). Original Tenant shall pay to Landlord, the percentage be responsible for payment of such additional rent (Additional Rent attributable to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord Excluded Premises for the 1998 calendar year which includes the Effective Date (including, without limitation, additional rent attributable all rights and/or obligations with respect to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant reconciliations of actual Additional Rent as compared to Landlord no fewer than five (5) days prior Additional Rent Estimate relative to the date upon which Landlord's payment Excluded Premises for such year, as required under Section 5(c) of such additional rent is due to the Prime LandlordLease), provided that and Tenant shall have been billed therefor at least fifteen no rights or responsibility therefor. (15b) days prior Additional Rent attributable to such due date (the Remainder Leased Premises for the calendar year which bill ▇▇▇ll includes the Effective Date and for the remainder of the Lease term thereafter shall be accompanied by a copy computed pursuant to Section 5 of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith)the Lease, except that if such payment relates the “Tenant’s Proportionate Share” as determined under Exhibit B of the Lease, for purposes of determining Additional Rent for the Remainder Leased Premises, shall be deemed to real estate taxes and be 60,494 square feet (i.e., being the statement is not furnished to Tenant at least fifteen (15) days prior to rentable square footage of the date such taxes are due (due to a delay in Landlord's receipt Remainder Leased Premises). Without limitation of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimatesthe parties hereby agree that Original Tenant shall have all rights and shall be responsible for all obligations with respect to reconciliations of actual Additional Rent as compared to Additional Rent Estimate (i.e., forecasts or projections ("PROJECTION"as required under Section 5(c) of the amount Lease) attributable to the Remainder Leased Premises for the calendar year which includes the Effective Date, but only with respect to the period from and after January 1st of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection such year and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of through the Projection. day preceding the Effective Date (and Tenant shall pay have no rights or responsibility therefor), and Tenant shall have all rights and shall be responsible for all obligations with respect to Landlord (together with its payment of Base Rent) such reconciliation for said calendar year for the monthly amount period from and after the Effective Date and through December 31st of such additional rent determined pursuant to the Projection; provided, however, that the additional rent year (and Original Tenant shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feethave no rights or responsibility therefor). In All such Additional Rent reconciliation rights and obligations of Original Tenant and Tenant shall survive the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculatedassignment effectuated hereby.

Additional Rent. A. If and to the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, 5.1 Tenant shall pay to Landlord, the percentage of such as additional rent (each year the amount of Tenant's Share of Operating Costs during each Operating Year of the Lease Term. “Tenant’s Share” means an amount equal to the extent such additional rent is attributable to events occurring product of the Rentable Square Footage of the Premises multiplied by the actual per square foot Operating Costs during the term applicable Operating Year of this Sublease) which is set forth in Section 1(M) as the Sublease ShareLease Term. If the Lease Term begins or ends anytime other than the first or last day of an Operating Year, but only Operating Costs and the Tenant's Share thereof shall be prorated. Prior to the extent that such additional rent exceeds end of each Operating Year, Landlord shall provide Tenant with a written statement of Landlord's estimate of Operating Costs and the actual additional rent charged to Landlord estimate of Tenant's Share (the “Estimated Share”) for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998)next succeeding Operating Year. Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay Landlord, concurrently with each payment of the Minimum Monthly Rent for the next Operating Year, an amount equal to Landlord its share of such taxes within five one-twelfth (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION"1/12) of the amount of additional rent which will be owed by Tenant in any Sublease Yearthe Estimated Share. Landlord may deliver to revise the Estimated Share and adjust the required monthly payment accordingly not more than once during the Operating Year. Within ninety (90) days after the end of each Operating Year, or as soon thereafter as reasonably possible, Landlord shall provide Tenant with a written reconciliation statement setting forth a Projection and a calculation (“Operating Statement”) showing Tenant's Share of a monthly amount of additional rent payable the actual Operating Costs for the preceding Operating Year (the "Actual Share"). If the Actual Share exceeds the Estimated Share paid by Tenant by reason thereofduring that Operating Year, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its the excess at the time the next succeeding payment of Base RentMinimum Monthly Rent is payable (or within ten (10) days if the monthly amount Lease Term has expired or been terminated). If the Actual Share is less than the Estimated Share paid by Tenant, Landlord shall apply such excess to payments next falling due under this Article (or refund the same to Tenant within thirty (30) days after the expiration or termination of such additional rent determined pursuant this Lease or credit amounts due from Tenant if the Lease Term has expired or been terminated). For purposes of this Lease (a) "Operating Costs" means and includes all reasonable out of pocket costs of management, maintenance, repair, and operation of the Project, including but not limited to the Projectioncosts of cleaning, repairs, utilities, air conditioning, heating, plumbing, elevator, parking, landscaping, insurance, property taxes and special assessments, and all other costs which can properly be considered operating expenses, but excluding costs of land or building additions, alterations for tenants, leasing commissions, advertising, depreciation, interest, income taxes, and costs not incurred in the management, maintenance and operation of the Project; provided, however, that and (b) "Operating Year" means a calendar year beginning January 1 and ending December 31. Tenants with leases expiring or terminating prior to the additional rent end of the Operating Year shall be adjusted when responsible for their portion of Operating Costs based on Landlord's estimate of Operating Costs (but subject to adjustment based on the actual amount of additional rent can be determined. B. The Sublease Share Actual Share, as provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feetabove). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease Landlord shall be changed during the Term, then the Sublease Share shall be recalculatedcap annual increases in controllable operating expenses at 3%.

Additional Rent. A. If and to As Additional Rent ("Additional Rent") hereunder, Lessee shall pay Lessor the extent that Landlord is obligated to pay additional rent under following on or before the Prime Lease, whether date such additional rent is to reimburse Prime Landlord for operating expensespayment shall become due, common area maintenance charges, taxes but not later than ten (10)n business days from rendition of a bill therefor (unless otherwis▇ ▇▇t forth herein): A. All "Taxes" (as hereinafter defined) assessed or other expenses incurred by imposed upon the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring Premises during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only Lease and any extension or renewal term or applicable to the extent Premises during' the term of this Lease. The amount due hereunder oh account of such Taxes shall be apportioned for that such additional rent exceeds part of the actual additional rent charged to Landlord for first and last calendar years covered by the 1998 calendar year (includingoriginal, without limitation, additional rent attributable to 1997 renewal or extension term hereof as regards county and township real estate taxes payable in 1998)and for that part of the first and last July 1st fiscal years covered by the original, renewal or extension term hereof regarding school real estate taxes. Such payment At the time of execution of this Lease, Lessee shall pay Lessor the pro rated portion of school real estate taxes on the Premises for the fiscal year commencing July 1, 2000. Lessor shall promptly forward to Lessee all bills received by Lessor for such Taxes and the amount of such Taxes shall be due from Tenant paid by Lessee to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor Lessor at least fifteen Fifteen (15) days prior before the expiration of the net payment period for said Taxes and before penalties are assessed. In the event Lessee desires to such due date take advantage of any nonobligatory early payment discount, said tax payment shall be paid by Lessee to Lessor at least one (which 1) month before the expiration of any discount period. A bill submitted by Lessor to Le▇▇▇ll be ▇, accompanied by a true and correct copy of Prime Landlord's a bill for Taxes, shall be concl▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") ▇▇e evidence of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective Taxes assessed or levied as of delivery of well as the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determineditems taxed. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and (a) In addition to the extent fixed monthly rent provided for in Paragraph 3 hereof, Subtenant shall pay to Sublandlord, as additional rent hereunder, within a period that is three (3) business days less than the date such payment is due under the Lease, in each case after written notice and demand, any other payments for which Sublandlord shall become responsible to Landlord under Paragraph 4.2 of the Lease, including payments arising (A) by reason of any act or omission of Subtenant, including without limitation, payments accruing as a result of any preparation of, or alterations to, the Subleased Premises undertaken by Subtenant, or (B) as a result of Subtenant's default hereunder or by such default causing Sublandlord to be in default under the Lease. Subtenant covenants to pay the additional rent when due, and in lawful money of the United States. Any delay by Sublandlord in billing any sum set forth in this Paragraph 4 or in Paragraph 3 hereinabove shall not constitute a waiver of or in any way impair Subtenant's obligation to pay the same in accordance with the terms of this Sublease. (b) The fixed monthly rent, additional rent and other payments herein reserved or payable shall be paid to Sublandlord at: Teledyne, Inc. 1901 Avenue of the Stars, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Department and/or at such other place as Sublandlord may designate from time to time in writing, in lawful money of the United States of America, as and when the same becomes due and payable, without demand therefor and without any deduction, set-off or abatement whatsoever, except as expressly permitted herein or permitted of Sublandlord under the Lease, and applicable on a pro-rated basis under this Sublease, as referenced in the last sentence of Subparagraph 12(b) below. (c) All adjustments of rent, costs, charges and expenses which Subtenant assumes, agrees or is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay Sublandlord pursuant to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to deemed additional rent, and in the date upon which Landlord's payment event of such additional rent is due to the Prime Landlordnonpayment, provided that Tenant Sublandlord shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes the rights and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes remedies with respect thereto as are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share herein provided for in Section 1(M) is calculated by dividing the rentable area case of nonpayment of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculatedfixed monthly rent reserved hereunder.

Additional Rent. A. If and (a) Prior to the extent that Landlord is obligated Tranche I Give-Back Date, and in addition to the monthly Base Rent set forth in the Existing Lease, Tenant shall continue to pay Tenant’s Share of Direct Expenses, and all other additional rent payable under the Prime terms of the Existing Lease, whether such additional rent is pursuant to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord terms and conditions of the Lease. (b) Effective as of the Tranche I Give-Back Date and in connection with addition to the Buildingmonthly Base Rent set forth in Section 8(b) of this Eleventh Amendment, Tenant shall pay Tenant’s Share of Direct Expenses with respect to Landlordthe Post-Tranche I Remaining Premises, the percentage of such and all other additional rent (payable under the terms of the Lease, pursuant to the extent such additional rent is attributable to events occurring during terms and conditions of the term Lease. Effective as of this Sublease) which is the Tranche I Give-Back Date, Tenant’s Share of Direct Expenses shall be as set forth in Section 1(M6 of the Summary of the Lease (as amended by Section 7(a) of this Eleventh Amendment). (c) Effective as of the Sublease Share, but only Tranche II Give-Back Date and in addition to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable monthly Base Rent set forth in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5Section 8(c) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord)this Eleventh Amendment, Tenant shall pay Tenant’s Share of Direct Expenses with respect to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoingRemaining Premises, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of all other additional rent payable by Tenant by reason thereofunder the terms of the Lease, pursuant to become effective the terms and conditions of the Lease. Effective as of delivery the Tranche II Give-Back Date, Tenant’s Share of Direct Expenses shall be as set forth in Section 6 of the Projection. Summary of the Lease (as amended by Section 7(a) of this Eleventh Amendment). (d) Effective as of the Tranche III Give-Back Date and in addition to the monthly Base Rent set forth in Section 8(d) of this Eleventh Amendment, Tenant shall pay Tenant’s Share of Direct Expenses with respect to Landlord (together with its payment of Base Rent) the monthly amount of such Remaining Premises, and all other additional rent determined payable under the terms of the Lease, pursuant to the Projection; providedterms and conditions of the Lease. Effective as of the Tranche III Give-Back Date, however, that the additional rent Tenant’s Share of Direct Expenses shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for as set forth in Section 1(M) is calculated by dividing the rentable area 6 of the Premises (56,870 square feet) by the rentable area Summary of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feetas amended by Section 7(a) of this Eleventh Amendment). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If (a) Taxes, Insurance and to Common Area Maintenance (1) In the extent that Landlord is obligated to pay additional rent under event the Prime Lease"Tax, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by Insurance and Common Area Maintenance Expenses" (as defined below) of the Prime Landlord Building shall in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring any calendar year during the term of this SubleaseLease exceed the sum of $Base Year 1998 per square foot, then -------------- with respect to such excess (the "Tax, Insurance and Common Area Maintenance Differential"), Tenant agrees to pay as additional rental Tenant's pro rata share of the Tax, Insurance and Common Area Maintenance Differential within ten (10) which days following receipt of an invoice from Landlord stating the amount due. The pro rata share to be paid by Tenant is set forth in Section 1(MSixteen and Thirty Two Hundredths --------------------------------- percent (16.32%) as subject, however, to adjustment for any expansion of the Sublease ShareLeased ----- Premises. In the case of a multi-building Project, but only if such Tax, Insurance and Common Area Maintenance Expenses are not separately assessed to the extent that Building but are assessed against the Project as a whole, Landlord shall determine the portion of such additional rent exceeds Tax, Insurance and Common Area Maintenance Expenses allocable to the actual additional rent charged to Landlord for Building in which the 1998 calendar year Leased Premises are located. (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (52) days At or prior to the date upon which Landlord's payment commencement of such additional rent is due to this Lease and at any time during the Prime LandlordLease term, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written estimate of any additional rent applicable to the Leased Premises (based on the pro rata share stated above) which may be anticipated for excess Tax, Insurance and Common Area Maintenance Expenses during the calendar year in which this Lease commences or for any succeeding calendar year, as the case may be. Based upon such written estimate, the monthly Base Rental shall be increased by one-twelfth (1/12) of the estimated additional rent. (3) Statements showing the actual Tax and Insurance Expenses (as well as the actual Common Area Maintenance Expenses, as defined in Paragraph 6(b) below) and Tenant's proportionate share thereof (hereinafter referred to as the "Statement of Actual Adjustment") shall be delivered by Landlord to Tenant after any calendar year in which additional rental was paid or due by Tenant. Within ten (10) days after the delivery by Landlord to Tenant of such Statement of Actual Adjustment, Tenant shall pay Landlord the amount of any additional rental shown on such statement setting forth a Projection as being due and a calculation unpaid. If such Statement of a monthly Actual Adjustment shows that Tenant has paid more than the amount of additional rent payable by rental actually due from Tenant by reason thereoffor the preceding calendar year and if Tenant is not then in default under this Lease, to become effective as of delivery of Landlord shall credit the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant excess to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinednext Base Rental installment due from Tenant. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and to the extent that Landlord is obligated Lessee agrees to pay additional rent under all Operating Expenses (as defined in Section 10 below) for the Prime LeasePremises. Within 90 days following the completion of each Fiscal Year, whether such additional rent is Lessor will provide to reimburse Prime Landlord Lessee a statement showing in reasonable detail the Operating Expenses for operating expensesthe preceding Fiscal Year, common area maintenance chargesthe Additional Rent due, taxes and Lessor's reasonable estimate of Operating Expenses for the then current Fiscal Year. Lessee shall, on or other expenses incurred by the Prime Landlord in connection with the Buildingbefore 30 days following receipt of said statement, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of Lessor the amount of additional rent which Additional Rent due as provided herein, less the amount of Additional Rent paid in advance (if any) during the preceding Fiscal Year. Any overpayment will be owed credited by Tenant in any Sublease Year. Landlord may deliver Lessor to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of the next rental payment(s) due on or before 30 days after delivery of the Projectionstatement to Lessee. Tenant Lessee agrees to pay Additional Rent each month thereafter, in addition to Base Rent, in an amount necessary to amortize the estimated Operating Expenses for the then current Fiscal Year over a period equal to the lesser of (i) the number of months remaining in the Term on a pro rata basis or (ii) the number of months remaining in the current Fiscal Year. Notwithstanding that the Term has expired or been terminated, Lessee shall remain liable for and agrees to pay to Landlord (together with Lessor within 30 days following receipt of an invoice therefor, Operating Expenses for the Fiscal Year during which the Term expired or was terminated. Lessee shall have the right, at its payment of Base Rent) the monthly amount of such additional rent determined pursuant expense and at a reasonable time, to audit Lessor's books relevant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet)Additional Rent due under this Section. In the event Lessee determines that Lessor has overstated Lessee's Additional Rent in any Fiscal Year by greater than 3%, then Lessor agrees to promptly refund any overpayment to Lessee after written notice from Lessee, accompanied by evidence substantiating the rentable area overpayment, and to reimburse Lessee for Lessee's reasonable costs of the Premises or audit, not to exceed $1,000.00. If Lessor and Lessee are unable to agree upon the area accuracy of any such statement, either party may initiate a civil suit in any court of competent jurisdiction and the amount of said Additional Rent shall be paid to Lessor pending the rendering of a decision. The term "Fiscal Year", as used herein, shall mean Lessor's fiscal year for accounting purposes which currently is the 12-month period beginning January 1 and ending December 31. Lessor shall have the right to change the Fiscal Year, from time to time, and, in such event, Lessor shall notify Lessee in writing of such change. Lessee also agrees to pay to Lessor, as Additional Rent, a management fee ("Management Fee") of 3% of the premises leased pursuant annual Base Rent. Lessee agrees to pay the Management Fee each month, in addition to other Additional Rent and Base Rent, during each Fiscal Year in an amount necessary to amortize the Management Fee and Additional Rent due for the then current Fiscal Year over a 12 month period. For the Fiscal Year in which the Term begins or ends, Lessee shall only be responsible for the amortized Management Fee and Additional Rent due for the months of each such Fiscal Year that the Lease is in force. This Section of the Lease is subject to the Prime Lease shall be changed during terms of Section 6. of Rider 1 to the Term, then the Sublease Share shall be recalculatedLease.

Additional Rent. A. If (a) Subtenant and to Sublandlord hereby agree that the extent that Landlord is obligated to fixed rent payable by Subtenant hereunder shall include all Operating Costs and Taxes payable under the Overlease. Notwithstanding the foregoing, if Subtenant desires any s▇▇▇▇▇▇▇ ▇hat are in excess of the basic services set forth in Section 12.1 of the Overlease, Subtenant shall arrange for the delivery of such services ▇▇▇▇▇▇▇▇ with Overlandlord and shall pay Overlandlord directly the additional rent under the Prime LeaseOverlease relating to such additional services, whether including, without l▇▇▇▇▇▇▇▇▇, after-hours air-conditioning (as described in Section 12(b) of the Overlease), and excess electrical usage (as described in Section 12(▇) ▇▇ ▇▇▇ Overlease). If Overlandlord is not willing to provide such additiona▇ ▇▇▇▇▇▇▇s to Subtenant, Subtenant shall have all of its rights under Section 12 below to obtain delivery thereof; and if Overlandlord is unwilling to bill Subtenant directly for the additional rent relating to such add▇▇▇▇nal services, Subtenant shall reimburse Sublandlord for such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant as hereinafter provided. Subtenant shall pay or reimburse to LandlordSublandlord, the percentage of such as additional rent hereunder without deduction or setoff, within fifteen (to 15) days after demand from Sublandlord, one hundred percent (100%) of (a) the extent such costs and expenses which accrue after the Commencement Date arising from the Subtenant's use of additional rent is attributable to events occurring during or excess services and utilities in excess of the term of this Sublease) which is basic services set forth in Section 1(M) as 12.1 of the Sublease ShareOverlease, including, but only not limited to, additional rent payable un▇▇▇ ▇▇▇ ▇verlease in excess of the amount Sublandlord is currently charged f▇▇ ▇▇▇▇▇▇es and utilities, and (b) all amounts incurred by Sublandlord as a result of Subtenant's failure to timely comply with its obligations under this Sublease (and the Overlease to the extent that such incorporated herein), including, without lim▇▇▇▇▇▇▇, additional rent exceeds and other sums payable by Sublandlord pursuant to the actual additional rent charged following Sections/Articles of the Overlease: Section 3.8.2, Section 4.7, Article 6, Article 9, Article ▇▇, ▇▇▇▇cle 16, Article 17 and Article 18. (b) Subtenant shall be responsible to Landlord pay directly for the 1998 calendar year (cost of all of its personal property taxes relating to the Subleased Premises, including, without limitation, additional rent attributable the Personal Property (as defined in Section 20 of this Sublease). (c) Upon making any demand for payment pursuant to 1997 real estate taxes payable in 1998). Such payment this Section 4, Sublandlord shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment provide Subtenant with copies of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill any st▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant ▇▇ ▇▇▇▇▇▇▇ ▇▇at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement Sublandlord has received from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent Overlandlord upon which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the ProjectionSublandlord bases said demand for payment; provided, however, that the failure to provide any such statement or notice shall not relieve Subtenant of its obligation to pay all amounts due hereunder. (d) Subtenant's obligations to pay the additional rent provided for in this Section 4 shall be adjusted when survive the actual amount Expiration Date. The parties hereto hereby agree that Sublandlord shall have all of the rights and remedies with respect to the nonpayment by Subtenant of additional rent can and all other costs, charges and expenses to be determined. B. The paid by Subtenant in this Sublease Share as are provided for in this Sublease or by law in the case of nonpayment of fixed rent provided for hereunder. (e) Subtenant shall have no right to challenge Sublandlord regarding the propriety of any additional rent or other sums charged by Overlandlord under the Overlease. Any dispute by Subtenant regarding the propriety of such ▇▇▇▇▇▇▇▇▇l rent or other sums charged by Overlandlord shall be brought by Subtenant, at Subtenant's sole cost and expense, only against Overlandlord and subject to and in accordance with the provisions of Section 1(M) is calculated 12 hereof; provided, however, Subtenant shall have no right to bring or maintain any action against Overlandlord concerning the propriety of additional rent or other amounts charged by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord Overlandlord unless Subtenant pays to Landlord pursuant to the Prime Lease (276,913 square feet)Sublandlord when due all disputed amounts and all other amounts due and payable under this Sublease. In the event that any such dispute is finally and conclusively resolved in Subtenant's favor, a reconciliation shall be made by credit against additional rent or by payment from Sublandlord, as the rentable area case may be, to correspond with the credit or payment actually received by Sublandlord from Overlandlord on account of the Premises or the area resolution of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculateddispute.

Additional Rent. A. If and to (A) It is understood that the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is Rent set forth in Section 1(M3(A) (as adjusted pursuant to Section 3(B)) was negotiated with the agreement that Tenant will pay, in addition to the Rent specified in Section 3(A) (as adjusted pursuant to Section 3(B)), Tenant's Proportionate Share (as herein defined) of all Taxes and Operating Expenses pertaining to the Property from and after the Phase II Rent Commencement Date. As used herein, the term "Tenant's Proportionate Share" shall mean the ratio of the total rentable square footage of Premises (as the Sublease Share, but only same may be decreased pursuant to Section 2(B)(ix)) to the extent that total rentable square footage of the Building (as such additional rent exceeds amounts are calculated pursuant to the actual additional rent charged attached Exhibit A-14) (the parties hereby acknowledging that, until an adjustment to Landlord for the 1998 rentable area of the Premises pursuant to Section 2(B)(ix), Tenant's Proportionate Share shall mean one hundred percent (100%)). On or before January 1st of each calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to commencing during the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoingLease Term or as soon as practicable thereafter, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver shall furnish to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery reasonable estimate of the ProjectionTaxes and Operating Expenses for the calendar year in question. The estimate, and each annual statement of Taxes and Operating Expenses, shall include a line item expense for each category of Operating Expenses and Taxes. Tenant shall pay to Landlord (together with its payment the Tenant's Proportionate Share of Base Rent) the monthly amount estimate of such additional rent determined pursuant Taxes and Operating Expenses in equal monthly installments at the same time and place as Rent is to the Projection; provided, however, that the additional rent shall be adjusted when paid. Landlord will furnish a statement of the actual amount of additional rent can be determined. B. The Sublease Share provided Taxes and Operating Expenses for in Section 1(M) is calculated by dividing each year during the rentable area Lease Term no later than April 1st of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet)following year. In the event that Landlord is, for any reason, unable to furnish the rentable area statement of the Premises or actual Taxes and Operating Expenses within the area time specified above, Landlord will furnish such statement as soon thereafter as practicable (but no later than May 1st of each year) and such statement shall have the same force and effect as if delivered within the time specified above. Tenant will pay to Landlord any excess of the premises leased pursuant Tenant's Proportionate Share of the total amount of Taxes and Operating Expenses for each year above the estimated payments made by Tenant with respect thereto, as shown by such statement, within thirty (30) days of receipt of such statement. Landlord shall refund to Tenant any excess (as shown by such statement) of the Prime Lease estimated payments by Tenant above the Tenant's Proportionate Share of the total Taxes and Operating Expenses within thirty (30) days of the date of the statement; provided that, Landlord's obligation to refund any such excess shall be changed during suspended for the Termduration of any default by Tenant hereunder. Landlord will keep books and records showing the Taxes and Operating Expenses in accordance with sound accounting principles prevailing in the real estate and insurance industries, then the Sublease Share shall be recalculatedconsistently applied.

Additional Rent. A. Tenant shall pay, as additional rent, all sums of money required to be paid by Tenant under any of the provisions of this Lease, including but not limited to taxes, insurance and Common Area expenses whether or not the same be designated “additional rent”. In those cases where the payments to be made by Tenant are based on “Tenant’s Proportionate Share,” that term shall mean 44.22%, which is determined by dividing the 84,378 square feet being rented by Tenant by the 199,856 square feet of total rentable space in the Project. In event that there are changes in either the square feet being rented by Tenant or the total rentable space in the Project, Tenant’s Proportionate Share shall be recalculated on the same basis used above to reflect such changes. If and the amounts to be paid by Tenant are not paid at the extent that Landlord is obligated to pay time provided in this Lease, they shall nevertheless be collectible as additional rent under with the Prime Leasenext installment of annual base rent thereafter falling due, whether such additional rent is but nothing herein contained shall be deemed to reimburse Prime suspend or delay the payment of any amount or charge at the time the same becomes due and payable hereunder, or limit any other remedy of Landlord. Landlord for operating may estimate Tenant’s share of said costs and expenses, common area maintenance chargesfor a period of not more than 12 months in advance, taxes and may collect and impound Tenant’s estimated share in advance on a monthly basis. On or other expenses incurred by before March 15 of each year, Landlord shall provide to Tenant a reconciliation of Tenant’s account for the Prime Landlord in connection with twelve month period ending the Building, Tenant preceding December 31. Said reconciliation shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) reasonable detail the costs and expenses paid by Landlord, and shall include a computation as to Tenant’s Proportionate Share. In the Sublease Shareevent Tenant has overpaid its share of said costs and expenses, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment excess shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's credited on Tenant’s next succeeding payment of such additional rent is due to rent, and in the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy event of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord)an underpayment, Tenant shall pay to Landlord its share of such taxes said underpayment within five (5) ten days after receipt of the reconciliation. The current estimated monthly charge for additional rent for the Building 6 Suite and the Building 5 Suites is $[**] and $[**], respectively, and shall be adjusted annually or at such statement. Notwithstanding time as there is a significant change in the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") costs of the amount any item of additional rent which will to be owed paid by Tenant in any Sublease YearTenant. 4. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery Section 4.2 of the Projection. Tenant shall pay to Landlord (together with Lease is hereby amended and restated in its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.entirety as follows:

Additional Rent. A. If and to the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged reimburse to Landlord for the 1998 month of October, 2008, and thereafter, monthly, beginning November 1, 2009 (Tenant is not responsible for Additional Rent during Months 1 through 12 of this Lease) and continuing throughout the Term of the Lease, Tenant’s Share (as that term is hereinafter defined) of the following Additional Rent: Common Area Maintenance (CAM) expenses, Real Estate Taxes/Assessments, any not separately metered Utilities as contemplated in Section 3.3 below, and any Miscellaneous Charges or Reimbursements. Landlord may estimate annual CAM and Real Estate Taxes/Assessments expenses as a basis for reimbursement for any calendar year and invoice in monthly installments (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998see Exhibit C). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to During the date upon which Landlord's payment Term of such additional rent is due to the Prime Lease and/or any extension of this Lease, Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) within 120 days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith)each calendar year end, except that if such payment relates to real estate taxes and the statement is not furnished will provide to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt written statement of such statement from Prime Landlord)actual CAM and Real Estate Taxes/Assessments expenses. If Tenant has underpaid its share of any of these expenses, Tenant shall pay to reimburse Landlord its share of such taxes as invoiced within five ten (510) days after receipt of such invoice. If Tenant has overpaid its share of any of these expenses, Landlord will credit such amount against the most current monthly invoice. If the Term of Lease is less than one calendar year any reimbursement(s) will be prorated based on time of occupancy for such year. Upon prior written notice to Landlord, Tenant shall have the opportunity to audit the actual CAM and Real Estate Taxes/Assessments expenses statement for a period of 90 days after receipt of said statement. Notwithstanding Tenant waives its right to audit the foregoingactual CAM and Real Estate Taxes/Assessments expenses if Tenant fails to exercise such right during said 90 day period. Tenant’s Share of all Additional Rent will be determined by using 3,593 square feet as the square footage of the Demised Premises, Landlord which includes Tenant’s proportionate share of any rooms considered common areas to the Building, divided by the total square footage of the Building to obtain an annual cost per square foot. Landlord, at its election, may make reasonable estimates, forecasts or projections ("PROJECTION"invoice for reimbursement(s) of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective Utility usage as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for contemplated in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated3.3 below.

Additional Rent. A. If and to the extent that Landlord is obligated (a) Subtenant agrees to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as Sublandlord throughout the Sublease ShareTerm, but only to as "Additional Rent" hereunder, for Subtenant's Share of the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year annual Operating Expenses (including, without limitation, additional rent attributable to 1997 real estate taxes as defined below). The Additional Rent shall be payable in 1998advance in twelve equal monthly installments on the same date and in the same manner as Rent is payable hereunder. For any partial period to which an Operating Expense is allocable but this Sublease is not in effect (by way of illustration only, annual insurance premiums for coverage expiring after termination of the Sublease Term). Such payment , Subtenant's Share for such period shall be due from Tenant subject to Landlord no fewer than five (5) a pro rata adjustment based upon the number of days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") expiration of the Sublease Term. The amount of additional rent which will be owed monthly Additional Rent is determined by Tenant in any Sublease YearSublandlord on an annual basis. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly The annual Additional Rent amounts for the period ending December 31, 1997 is attached hereto as Exhibit C. The amount of additional rent payable Additional Rent shall be reviewed by Tenant by reason thereof, to become effective as of delivery of the ProjectionSublandlord and adjusted annually. Tenant There shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projectionbe no adjustments for prior years; provided, however, that any Operating Expenses in addition to the additional rent amounts used as a basis for such calculated payment of Additional Rent for the previous year shall be adjusted when passed on to Subtenant through the actual amount calculation of additional rent can be determinedAdditional Rent payments for the next calendar year. B. (b) The Sublease Share provided for in Section 1(M) is calculated term "Subtenant's Share" shall mean the amounts of Operating Expenses allocable to the Subleased Premises determined by dividing the rentable area historical allocation of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant Sublandlord with respect to the Prime Lease (276,913 square feet)Operating Expenses for the entire Property. In If Subtenant does not occupy the event Subleased Premises for the rentable area entire full calendar year in which the Sublease Term commences or ends, Subtenant's Share of Operating Expenses for the Premises or the area of the premises leased pursuant to the Prime Lease applicable calendar year shall be changed appropriately prorated for the partial year during which Subtenant occupied the TermSubleased Premises, then based on the Sublease Share shall be recalculatednumber of days Subtenant has occupied the Subleased Premises during that year.

Additional Rent. A. If and In addition to paying the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord Base Rent specified in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term Article 3 of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord)Lease, Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding as additional rent the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") sum of the amount following: (i) Tenant’s Share of the annual Direct Expenses allocated only to the Building (pursuant to Section 4.3.4 below); and (ii) Tenant’s Share of the annual Direct Expenses allocated to the entire Project (pursuant to Section 4.3.4 below). Such additional rent which will be owed by Tenant in rent, together with any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent all other amounts payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projectionterms of this Lease, shall be hereinafter collectively referred to as the “Additional Rent.” The Base Rent and Additional Rent are herein collectively referred to as the “Rent.” Except as specifically set forth herein, all amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner, time and place as the Base Rent. Without limitation on other obligations of Landlord and Tenant which shall survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 attributable to the period of time prior to the Lease Expiration Date or earlier termination of this Lease (or, in the event of a holdover in the Premises by Tenant, the period of time prior to Tenant vacating and surrendering the Premises to Landlord), and Landlord’s obligation to refund to Tenant any overpayments of such Additional Rent, shall survive the expiration of the Lease Term; provided, however, that any such payments made by Tenant of any Additional Rent or any refund to Tenant by Landlord of any overpayments of such Additional Rent shall not constitute a waiver by either Tenant or Landlord, as the additional rent shall be adjusted when case may be, of any amount that Tenant or Landlord (as the actual amount of additional rent can be determined. B. The Sublease Share provided for case may be) contend are in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant dispute to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises extent that any such payments or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculatedrefunds are made “under protest” whether or not designated as such concurrently with any such payment and/or refund.

Additional Rent. A. If (a) Tenant shall pay Landlord as “Additional Rent” for each calendar year following the Base Year or each portion thereof during the Term Tenant’s Share of the sum of (x) the amount (if any) by which Operating Costs for such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (b) Prior to the extent end of the Base Year and each calendar year thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year following the Base Year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). Notwithstanding the foregoing, Landlord shall not revise such estimate more than two (2) times per calendar year during the Term of this Lease. (c) As soon as reasonably practicable after the end of the Base Year and each calendar year thereafter, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant with respect thereto (“Expense Statement”). Unless Tenant raises any objections to Landlord’s Expense Statement within ninety (90) days after receipt of the same by delivering written notice to Landlord (a “Review Notice” ), such Expense Statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such Expense Statement or any item therein or the computation of Additional Rent based thereon. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Project is obligated located. Notwithstanding the foregoing, Landlord agrees that Tenant may retain a third party agent to pay additional rent under review Landlord’s books and records which is not a CPA firm, so long as the Prime Leasethird party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building; provided, whether however, that with respect to the second (2nd) such additional rent audit and any audit thereafter performed by a non-CPA firm whose compensation is contingent upon or correspondent to the financial impact on Tenant resulting from such review, if the result of such audit reveals that Operating Costs, Taxes or Additional Rent for the Building for the year in question was not less than stated by more than five percent (5%), Tenant shall reimburse Prime Landlord for operating expensesany actual, common area maintenance charges, taxes or other expenses out-of-pocket costs incurred by the Prime Landlord in connection with such audit. Tenant shall be solely responsible for all costs, expenses and fees incurred for the Buildingaudit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Operating Costs, Taxes or Additional Rent for the Building for the year in question were less than stated by more than five percent (5%), Landlord, within thirty (30) days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. If Tenant does object to such Expense Statement, Tenant shall have the right to give Landlord, within ninety (90) days following the date of the Review Notice, written notice (an “Objection Notice” ) stating in reasonable detail any objection to Landlord’s Expense Statement for that year. If Tenant fails to give Landlord an Objection Notice within the ninety (90) day period described above, Tenant shall be deemed to have approved Landlord’s Expense Statement and shall be barred from raising any claims regarding the Operating Costs, Taxes and Additional Rent for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Operating Costs, Taxes or Additional Rent for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Costs, Taxes or Additional Rent for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any Expense Statement unless Tenant is current in its payment of Rent to Landlord. (d) Any objection of Tenant to Landlord’s Expense Statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s Expense Statement, nor shall any failure of Landlord to deliver Landlord’s Expense Statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s Expense Statement. (e) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within thirty (30) days of Tenant’s receipt of Landlord’s Expense Statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the Rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Sharecase may be, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year within thirty (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (530) days after Tenant’s receipt of such statementLandlord’s final Expense Statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. Notwithstanding the foregoingfirst sentence of this paragraph, Landlord may make reasonable estimatesif Taxes are temporarily reduced as a result of space in the Project being leased to a tenant that is entitled to an exemption from property taxes or other taxes, forecasts or projections ("PROJECTION") then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of additional rent which will be owed by the exemption. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration of the Term. Notwithstanding anything to the contrary in this Lease, if there is at any Sublease Year. Landlord may deliver to Tenant time a written statement setting forth a Projection and a calculation of a monthly decrease in Taxes below the amount of additional rent payable by the Taxes for the Base Year, in no event shall Tenant by reason thereof, be entitled to become effective as of delivery of a credit for the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determineddecrease. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If In addition to Base Rent, commencing on May 1,2011, and to continuing on the extent that Landlord is obligated to pay additional rent under first calendar day of each and every calendar month thereafter until the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by expiration of the Prime Landlord in connection with the BuildingLease Term, Tenant shall also agrees and covenants to pay to Landlord, or to such other person as Landlord by written notice instructs Tenant to make such payments for Landlord’s benefit and account, without demand (except as otherwise herein specifically provided), at the percentage Address of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is Landlord set forth in Section 1(M1.1 or at such other place as Landlord may by written notice to Tenant direct, Tenant’s Proportionate Share of the Operating Expenses. (i) as Within ninety (90) days following the Sublease Shareend of each calendar year included in whole or in part in the Lease Term, but only Landlord shall deliver to Tenant Landlord’s good faith estimate of the extent that such additional rent exceeds the actual additional rent charged to Landlord Operating Expenses for the 1998 calendar current year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998)of the Lease Term. Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's Following receipt of such statement from Prime Landlord)’s estimate, Tenant shall pay to Landlord its share on the first day of each calendar month thereafter, as Additional Rent, an amount equal to 1/12th of Tenant’s Proportionate Share applicable thereto of the amount shown in Landlord’s estimate. (ii) Within ninety (90) days after the end of each calendar year or portion thereof included in the Lease Term, Landlord shall deliver to Tenant a statement setting forth the actual Operating Expenses for the immediately preceding calendar year. If the total estimated amount paid for Operating Expenses by Tenant for such taxes preceding calendar year or portion thereof during the Term exceeds the actual amount due therefore as shown on Landlord’s statement, the excess shall be credited against the monthly installments of Rent next due (or promptly refunded to Tenant if the Lease Term has expired or is terminated). If the total estimated amount paid by Tenant for any preceding year or portion thereof during the Lease Term is less than the actual amount due therefore as shown on Landlord’s statement, then Tenant shall pay the difference to Landlord within five thirty (530) days after receipt of such statementstatement from Landlord. Notwithstanding Tenant’s and Landlord’s rights and obligations under this Section 3.2 with respect to the foregoinglast calendar year, or portion thereof, included in the Lease Term shall survive the expiration or sooner termination of this Lease. For purposes of calculating Tenant’s Proportionate Share of Operating Expenses, a year shall mean a calendar year except the first year, which shall begin on the Rent Commencement Date, and the last year, which shall end on the expiration of this Lease. (iii) Provided that Tenant shall have first paid all amounts due and payable by Tenant pursuant to this Section 3.2, within ninety (90) days after receiving Landlord’s statement of actual Operating Expenses for a particular calendar year, Tenant shall have the right to provide Landlord with written notice (the “Review Notice”) of its intent to review Landlord’s books and records relating to the Operating Expenses for such calendar year. Within a reasonable time after receipt of a timely Review Notice, Landlord may shall make such books and records available to Tenant or Tenant’s agent for its review at either Landlord’s office or at the Building Complex, provided that if Tenant retains an agent to review Landlord’s books and records for any calendar year, such agent must be a certified public accountant licensed to do business in the state in which the Building Complex is located and must not be compensated on a contingent fee basis. Landlord shall be solely responsible for any and all costs, expenses and fees incurred by Tenant or Tenant’s agent in connection with such review only if the total amount of Operating Expenses used for the calculation of Tenant’s Proportionate Share for the year in question exceeded five percent (5%) or more of the total amount of Operating Expenses that should have been charged to Tenant; otherwise, Tenant shall pay the costs of such audit. If Tenant elects to review Landlord’s books and records, within thirty (30) days after such books and records are made available to Tenant, Tenant shall have the right to give Landlord written notice stating in reasonable estimatesdetail any objection to Landlord’s statement of actual Operating Expenses for such calendar year. If Tenant fails to give Landlord written notice of objection within such thirty (30) day period or fails to provide Landlord with a Review Notice within the ninety (90) day period provided above, forecasts or projections ("PROJECTION") Tenant shall be deemed to have approved Landlord’s statement of Operating Expenses in all respects and shall thereafter be barred from raising any claims with respect thereto. Upon Landlord’s receipt of a timely objection notice from Tenant, Landlord and Tenant shall work together in good faith to resolve the discrepancy between Landlord’s statement and Tenant’s review. If Landlord and Tenant determine that Operating Expenses for the calendar year in question are less than reported, Landlord shall forthwith provide Tenant with a credit against future Additional Rent in the amount of additional rent which will be owed any overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses for the calendar year in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereofquestion are greater than reported, to become effective as of delivery of the Projection. Tenant shall pay to Landlord within thirty (together with its payment of Base Rent30) days the monthly amount of such additional rent determined underpayment by Tenant. Any information obtained by Tenant pursuant to the Projection; provided, however, that the additional rent provisions of this Section shall be adjusted when treated as confidential. Tenant shall have the actual amount right to perform such review or audit of additional rent can be determined. B. The Sublease Share Landlord’s books, records and documents as provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed herein not more than once during the Term, then the Sublease Share shall be recalculatedeach calendar year.

Additional Rent. A. If and to (i) During the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord)Term, Tenant shall pay to Landlord its share Additional Rent. To provide for current payments of Additional Rent, Landlord shall estimate Additional Rent for each calendar year. Additional Rent for partial months shall be prorated as provided for Base Rent in Paragraph 6(a) above. Landlord shall use commercially reasonable efforts to notify Tenant prior to the Commencement Date or the beginning of a calendar year, as the case may be, of the estimated Additional Rent for such calendar year and Tenant’s monthly installment of such taxes within five (5) days after receipt of such statementestimate. Notwithstanding the foregoingIf, however, Landlord is not able to give such estimate prior to the Commencement Date or the beginning of a calendar year, as the case may make reasonable estimatesbe, forecasts or projections ("PROJECTION") Tenant shall continue to pay monthly installments of Additional Rent based on the last notification received from Landlord until Landlord gives notice of the amount new estimate of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection Additional Rent and a calculation of a Tenant’s monthly amount of additional rent payable by Tenant by reason thereofinstallment, to become effective as of delivery of the Projection. and Tenant shall pay to Landlord (together with its payment of Base Rent) the new monthly installment amount of such additional rent determined pursuant Additional Rent when the next monthly installment of Rent is due. If at any time during the calendar year, Landlord reasonably believes that the estimate will not cover the actual Additional Rent for the calendar year, Landlord shall give notice to Tenant of the Projectionnew estimate of Additional Rent and Tenant’s monthly installment and Tenant shall pay to Landlord the new monthly installment amount of Additional Rent when the next monthly installment of Rent is due. Within one hundred twenty (120) days after the end of a calendar year, Landlord shall deliver Tenant a Reconciliation Statement; provided, however, if Landlord fails to give the Reconciliation Statement, Landlord does not waive its right to recover Additional Rent that is due and payable pursuant to this Paragraph 6(b). If the additional rent Reconciliation Statement indicates that Tenant owes Additional Rent, then within ten (10) days of Tenant’s receipt of the Reconciliation Statement, Tenant shall be adjusted when pay to Landlord the actual amount of additional rent can be determinedsuch underpayment. If the Reconciliation Statement indicates that Tenant is entitled to a refund of Additional Rent already paid, Landlord shall credit Tenant for the amount of such overpayment against the next maturing installments) of Additional Rent, or if after the termination of this Lease, Landlord shall pay to Tenant such refund so long as a Tenant Default does not then exist. Since the reconciliation for the calendar year in which the Lease terminates will occur after such termination, Tenant’s obligation to pay Additional Rent shall survive the termination of this Lease. Any payment, refund, or credit made pursuant to this Paragraph 6(b) shall not affect Tenant’s right to dispute the Reconciliation Statement as set forth in Paragraph 6(c) below, or Landlord’s right to correct any item(s) as billed pursuant to Paragraph 6(d) below. B. The Sublease Share provided for in Section 1(M(ii) is calculated by dividing Notwithstanding any provision contained herein to the rentable area contrary, if less than ninety-five percent (95%) of the Premises (56,870 square feet) by Net Rentable Area within the rentable area Building is not occupied during any calendar year of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then including the Sublease Share Base Year, Operating Expenses and the Real Estate Tax Expense for such calendar year for purposes of determining Additional Rent shall be recalculatedincreased to the extent necessary to reflect the charges which Landlord reasonably estimates would have been incurred if ninety-five percent (95%) of the Net Rentable Area of the Building had been occupied during such year, as determined by Landlord. (iii) If areas of the Project share the benefit of or may be properly allocated a portion of any Operating Expenses, Landlord’s Insurance Expense, Real Estate Taxes or Project Energy Costs, Landlord shall equitably prorate and apportion such expenses among the Building and the Land and the remainder of the Project prior to determining Tenant’s Proportionate Share thereof. To the extent Landlord provides and bills for electricity to the Project, Energy Costs shall be billed at the same rate then charged by third party providers without ▇▇▇▇-up for profit.

Additional Rent. A. If (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year or portion thereof during the Term Tenant's Share of the sum of (x) the amount (if any) by which Operating Costs for such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the extent end of each calendar year, Landlord shall notify Tenant of Landlord's good faith estimate of Operating Costs, Taxes and Tenant's Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter reasonably estimates during the course of such calendar year that Operating Costs or Taxes for such year will vary from Landlord's prior estimate, Landlord is obligated may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as reasonably practicable after the end of each calendar year, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant with respect thereto. Unless Tenant gives notice of any objections to Landlord's statement within six (6) months after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay additional any amounts due Landlord based on Landlord's statement. (4) If Tenant's Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within thirty (30) days of Tenant's receipt of Landlord's statement. If the total payments made by Tenant on account thereof exceed Tenant's Additional Rent as finally determined for such year, Tenant's excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the Prime beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, whether such additional rent is Landlord shall pay to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes Tenant or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, as the percentage case may be, within thirty (30) days after Tenant's receipt of Landlord's final statement for the calendar year in which this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration of the Term. (5) Provided that no Event of Default (or condition as to which Tenant has received notice, which with the passage of time, would constitute an Event of Default) then exists, Tenant shall have the right to audit Landlord's annual statement concerning Operating Costs and Taxes for the year just ended, subject to and in accordance with this Section 3(b)(5). Any request by Tenant to conduct such an audit shall be made by written notice delivered to Landlord not later than ninety (90) days after Tenant's receipt of such additional rent (annual statement, specifying the items in such annual statement that Tenant desires to audit. Any such audit shall be conducted by a certified public accountant from one of the six largest national accounting firms. Before the commencement of any such audit, Tenant and its accountant shall also enter into a confidentiality agreement with Landlord, in a form reasonably supplied by Landlord, certifying that Tenant has not engaged any person or firm on a contingency fee basis in connection with this audit and agreeing to restrict the use of all information solely to the extent such additional rent is attributable determination of Tenant's Proportionate Share of Operating Cost and Taxes under this Lease. At least ten (10) business days prior to events occurring commencement of the audit, Tenant shall provide Landlord with a list of requested information. The accountant's field work shall take place during business hours in the term offices of this SubleaseLandlord or its building manager (or in another location specified by Landlord in Boston, Massachusetts) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment and shall be due from Tenant to Landlord completed within no fewer more than five (5) business days prior commencing on the date that such access is first made available to Tenant. Access shall be limited to the date upon which Landlord's payment of such additional rent is due records evidencing the Operating Costs and Taxes allocable to the Prime Landlord, provided Premises that were used by Landlord in preparing such annual statement. Copies of any documents requested by Tenant shall have been billed therefor be made by Landlord at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by Tenant's expense. Tenant shall furnish Landlord with a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is completed audit report not furnished to Tenant at least fifteen later than two (152) days prior to months after the date such taxes access is first made available to Tenant. Any discussions between Landlord and Tenant concerning the results of the audit shall include authorized representatives of each party. If Landlord agrees with the results of Tenant's completed audit report, or if the parties do not so agree but a final judgment is reached that payments made by Tenant are in excess of the payments properly payable to Landlord hereunder, Landlord shall refund to Tenant the amount of any such excess payments or credit the amount toward the rent next due (due from Tenant under this Lease. If Tenant's audit discloses that payments made by Tenant are less than the payments properly payable to a delay in Landlord's receipt of such statement from Prime Landlord)Landlord hereunder, Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed any such underpayments. If such audit reveals that Landlord's annual statement has overstated Operating Costs by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable third-party costs incurred by Tenant's auditor in any Sublease Yearconducting the audit. If Tenant fails timely to request an audit or to provide Landlord may deliver to Tenant a written statement setting with the completed audit report as set forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereofabove, to become effective as of delivery of the Projection. Tenant shall pay be deemed to Landlord (together with its payment of Base Renthave accepted the Landlord's annual statement for the year just ended. The rights granted under this Section 3(b)(5) the monthly amount of such additional rent determined pursuant are personal to the Projection; provided, however, that the additional rent shall Tenant originally named herein (and any permitted Successor or Affiliate to whom this Lease is assigned under Section 14.2(c)) and may not be adjusted when the actual amount exercised by or on behalf of additional rent can be determinedany subtenant or other party. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and In addition to paying the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord Base Rent specified in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord)Article 3 below, Tenant shall pay to Landlord its share as additional rent the sum of such taxes within five the following: (5i) days after receipt Tenant’s Share (as defined below) of such statement. Notwithstanding the foregoingannual Operating Expenses allocated to the Building pursuant to Section 4.3.4 below, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") which are in excess of the amount of additional rent Operating Expenses allocated to the Building and applicable to the Expense Base Year; plus (ii) Tenant’s Share of the annual Tax Expenses allocable to the Building pursuant to Section 4.3.4 below, which will be owed by Tenant are in any Sublease excess of the amount of the Tax Expenses allocated to the Building and applicable to the Tax Expense Base Year; plus (iii) Tenant’s Share of the annual Utilities Costs allocated to the Building pursuant to Section 4.3.4 below which are in excess of the amount of Utilities Costs allocated to the Building and applicable to the Utilities Base Year. Landlord may deliver to Tenant a written statement setting forth a Projection Such additional rent, together with any and a calculation of a monthly amount of additional rent all other amounts payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projectionterms of this Lease, shall be hereinafter collectively referred to as the “Additional Rent.” The Base Rent and Additional Rent are herein collectively referred to as the “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner, time and place as the Base Rent, except as otherwise provided in this Lease. Without limitation on other obligations of Tenant which shall survive the expiration of the Lease Term, but subject to the limitations set forth in Section 4.3.2 below, the obligations of Tenant to pay the Additional Rent provided for in this Article 4, and Landlord’s obligation to refund any overpayment thereof by Tenant pursuant to Section 4.3.2 below (if applicable) shall survive the expiration of the Lease Term for a period of two (2) years from the date of expiration or termination of this Lease; provided, however, that any such payments made by Tenant of any Additional Rent or any refund to Tenant by Landlord of any overpayments of such Additional Rent shall not constitute a waiver by either Tenant or Landlord, as the additional rent shall be adjusted when case may be, of any amount that Tenant or Landlord (as the actual amount of additional rent can be determined. B. The Sublease Share provided for case may be) contend, now or in Section 1(M) is calculated by dividing the rentable area of the Premises future (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant subject to the Prime limitations set forth in this Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculatedunder applicable Laws) are in dispute.

Additional Rent. A. (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the sum of (x) the amount (if any) by which Operating Costs for such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) As soon as reasonably practical, at the end of the Base Year and each calendar year thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the upcoming calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) No later than one hundred fifty (150) days after the end of the Base Year and each calendar year thereafter, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant with respect thereto. Landlord’s failure to deliver the annual statement within such 150-day period shall not be deemed a waiver of Landlord’s rights on account of any underpayment by Tenant of Operating Costs, Taxes or Additional Rent (and Landlord’s rights shall continue in full force and effect). Unless Tenant raises any objections in writing to Landlord’s statement within one year after Tenant’s receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant with the opportunity to inspect and audit Landlord’s books and records in order to verify the figures shown on the statement. Any such audit must be performed by a Certified Public Accountant pursuant to an hourly or flat fee arrangement not contingent on any savings realized as a result of the audit. Upon receipt of Tenant’s audit, Landlord shall have the right, but not the obligation, to review the audit or have the audit reviewed by a certified public accounting firm selected by Landlord and at Landlord’s cost. The parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Landlord based on Landlord’s statement. If it is finally determined that Landlord overcharged Tenant by more than five percent (5%) of what the actual charges should have been, then Landlord shall reimburse Tenant for the actual, reasonable costs of the audit, not to exceed Five Thousand Dollars ($5,000.00). Landlord shall not be deemed to be in default under this Lease as a result of Landlord’s overcharging Operating Costs or Taxes, but Landlord shall refund the amount of any overpayment by Tenant and, if applicable, pay the costs of Tenant’s audit, subject to the extent that terms and conditions more particularly set forth above. The provisions of this Section shall survive the expiration or earlier termination of this Lease. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord is obligated the deficiency within thirty (30) days of Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the Rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Tern, Additional Rent shall be prorated on the basis of a 360-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay additional rent under any Additional Rent not previously paid shall survive the Prime expiration or termination of this Lease, whether such additional rent is . Landlord shall pay to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes Tenant or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Sharecase may be, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year within thirty (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (530) days after Tenant’s receipt of such statement. Notwithstanding Landlord’s final statement for the foregoingcalendar year in which this Lease terminates, Landlord may make reasonable estimatesthe difference between Tenant’s Additional Rent for that year, forecasts or projections ("PROJECTION") of as finally determined by Landlord, and the total amount of additional rent which will be owed previously paid by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason on account thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If (a) Taxes, (Intentionally Deleted) Insurance and to Common Area Maintenance (1) In the extent that Landlord is obligated to pay additional rent under event the Prime Lease"Tax, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by (Intentionally Deleted) Insurance Expenses" (as defined below) of the Prime Landlord Building shall in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring any calendar Year during the term of this SubleaseLease exceed the sum of $1,40 per square foot, then with ---- respect to rental with Tenant's pro respect to such excess (the "Tax, (Intentionally Deleted) which Insurance* Differential, Tenant agrees to pay as additional rental Tenant's pro rata share of the Tax, (Intentionally Deleted) Insurance* Differential", within ten (10) days following receipt of an invoice from Landlord stating the amount due. The pro rata share to be paid by Tenant is set forth in Section 1(MSix percent (6%) as subject, however, to adjustment for any expansion --- - of the Sublease ShareLeased Premises. In the case of a multi-building Project, but only if such Tax, and Insurance* Expenses are not separately assessed to the extent that Building but are assessed against the Project as a whole, Landlord shall determine the portion of such additional rent exceeds Tax, and Insurance* Expenses allocable to the actual additional rent charged to Landlord for Building in which the 1998 calendar year Leased Premises are located. (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (52) days At or prior to the date upon which Landlord's payment commencement of such additional rent is due to this Lease and at any time during the Prime LandlordLease term, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written estimate of any additional rent applicable to the Leased Premises (based on the pro rata share stated above ) which may be anticipated for excess Tax, and Insurance* Expenses during the calendar year in which this Lease commences or for any succeeding calendar year, as the case may be. Based upon such written estimate, the monthly Base Rental shall be increased by one-twelfth (1/12) of the estimated additional rent. (3) Statements showing the actual Tax and Insurance Expenses (as well as the actual Common Area Maintenance Expenses, as defined in Paragraph 6(b) below) and Tenant's proportionate share thereof (hereinafter referred to as the "Statement of Actual Adjustment") shall be delivered by Landlord to Tenant after any calendar year in which additional rental was paid or due by Tenant. Within ten (10) days after the delivery by Landlord to Tenant of such Statement of Actual Adjustment, Tenant shall pay Landlord the amount of any additional rental shown on such statement setting forth a Projection as being due and a calculation unpaid. If such Statement of a monthly Actual Adjustment shows that Tenant has paid more than the amount of additional rent payable by rental actually due from Tenant by reason thereoffor the preceding calendar year and if Tenant is not then in default under this Lease, to become effective as of delivery of Landlord shall credit the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant excess to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinednext Base Rental installment due from Tenant. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and to the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, (A) Tenant shall pay to Landlord, the percentage its Pro Rata Share of such additional rent Taxes and Operating Expenses (to the extent such additional rent is attributable to events occurring "Tenant's Share"). As soon as practicable each year during the term Lease Term, Landlord shall furnish to Tenant a detailed estimate of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord Tenant's Share for the 1998 timeframe in question (broken down on a category by category basis). Tenant acknowledges that Landlord has provided Tenant with a non-binding estimate of the Tenant's Share for calendar year (including1999, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projectionexecution hereof. Tenant shall pay to Landlord (together with its payment the estimate for Tenant's Share in equal monthly installments at the same time and place as Rent is to be paid. Landlord will furnish a statement of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount Tenant's Share no later than April 1 of additional rent can be determined. B. The Sublease Share provided for each year during the Lease Term, including the year following the year in Section 1(M) which the Lease expires or is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet)otherwise terminated. In the event that Landlord is, for any reason, unable to furnish the rentable area statement of the Premises or actual Tenant's Share within the area time specified above, Landlord will furnish such statement as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay to Landlord any deficiency as shown by such statement within thirty (30) days of receipt of such statement. Provided no Event of Default by Tenant is in existence under this Lease, Landlord will refund to Tenant any excess as shown by such statement within thirty (30) days of the premises leased date of the statement; provided that, if an Event of Default by Tenant is in existence, Landlord shall refund to Tenant the amount of such excess at such time as all Events of Default have been cured. Landlord will keep books and records showing the Operating Expenses in accordance with generally accepted accounting principles. (B) Any and all payments (other than Rent) required to be made by Tenant pursuant to the Prime this Lease shall be changed during deemed additional Rent ("Additional Rent"). Landlord shall have the Term, then the Sublease Share shall be recalculatedsame rights and remedies for said payments as for Rent.

Additional Rent. A. If and to the extent that Landlord is obligated to Tenant will pay as additional rent under ("Additional --------------- Rent") at the Prime Leasetimes herein stated (if no times are stated, whether then on the first day of the month after Landlord notifies Tenant of the amount of such additional rent, except that any additional rent is resulting from the adjustments provided below determined after the Expiration Date of the Lease shall be paid within thirty days after Landlord notifies Tenant of the additional amount due): (i) Increases in Real Estate Taxes. Tenant's Allocated Share of ------------------------------ Increases in Real Estate Taxes (as defined in the Basic Lease Provisions). At any time or times after the Base Year, Landlord may submit to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by Tenant a statement of Landlord's reasonable estimate of any such tax increase over the Prime Landlord in connection with Real Estate Taxes during the BuildingBase Year and within thirty (30) days after delivery of such statement and each month thereafter, Tenant shall pay to Landlord, as additional monthly rent, an amount equal to one-twelfth (1/12) of the percentage amount determined to be Tenant's Allocated Share of such additional rent increase. Within ninety (to 90) days after the extent such additional expiration of each calendar year in which Tenant's monthly rent is attributable increased pursuant to events occurring during this paragraph, Landlord may submit, or upon the term request of this Sublease) which is set forth in Section 1(M) as Tenant, Landlord shall submit, a statement showing the Sublease Share, but only to the extent that such additional rent exceeds determination of the actual additional rent charged to Landlord for amount of the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlordtotal increase and Tenant's payment Allocated Share of such additional rent is due to increase, together with a copy of the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill Real Estate Tax ▇▇▇ll be accompanied by a copy ▇. If such statement shows that Tenant's monthly payments pursuant to this paragraph exceeded Tenant's Allocated Share of Prime the actual increase incurred for the preceding calendar year, then Tenant may deduct such overpayment from its next payment or payments of monthly rent. If such statement shows that Tenant's share of Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith)actual increase exceeded Tenant's monthly payments for the preceding calendar year, except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), then Tenant shall pay the total amount of such deficiency to Landlord its share of such taxes within five thirty (530) days after receipt the delivery of such statement. Notwithstanding In the foregoingevent that the Lease Expiration Date is not December 31st, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the increase to be paid by Tenant for the calendar year in which the Lease Expiration Date occurs shall be determined by multiplying the amount of additional rent which will be owed Tenant's share thereof for the full calendar year by Tenant in any Sublease Yeara fraction with the number of days during such calendar year prior to the Lease Expiration Date as the numerator and with 365 as the denominator. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation represents that there is no abatement, credit or deferral of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of Real Estate Taxes for the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinedYear. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and to It is understood that the extent Rent set forth in paragraph 3 of the Lease was negotiated in anticipation that Landlord is obligated to pay additional rent under the Prime Tenant pays for a pro-rata share of the Operating Expenses not paid directly by Tenant, defined in paragraph 5 of the Lease. Therefore, whether in order that Rent payable throughout the term of this Lease shall reflect such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Buildingcosts, Tenant shall pay its pro-rata share of the Operating Expenses defined in paragraph 5. At the beginning of the Lease Term and within 60 days after the first day of each calendar year. Landlord shall furnish to LandlordTenant an estimate of Tenant’s pro-rata share of Operating Expenses, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth not paid directly by Tenant, defined in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord Paragraph 5 for the 1998 ensuing calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projectionyear. Tenant shall pay to Landlord (together with its payment 1/12th of Base Rent) said estimate at the monthly amount of such additional same time and place as the base rent determined is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the Projection; providedactual cost with respect to the reimbursable expenses no later than sixty (60) days following the calendar year-end including the year following the year in which the Lease terminates. In the event that Landlord is, howeverfor any reason, that unable to furnish the additional rent shall be adjusted when accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant will pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of statement. If the total amount paid by Tenant during any calendar year exceeds the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area its share of the Premises Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (56,870 square feet30) by the rentable area days of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area date of the Premises or statement. Landlord will keep books and records showing the area Operating Expenses in accordance with generally accepted accounting principles. Upon five (5) business days notice, Tenant shall have the right to inspect the books and records at the office of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculatedLandlord or its Manager.

Additional Rent. A. If and In addition to the extent that Landlord is obligated utilities and services to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord be arranged and paid for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord Tenant directly as more particularly set forth in connection with the BuildingArticle 5 (Utilities and Services) below, Tenant shall pay to Landlord, as Additional Rent, Operating Expenses, Shared Expenses and Taxes pursuant to this Article 3 (Operating Expenses and Taxes). ▇▇▇▇▇▇ agrees to pay monthly, as Additional Rent one-twelfth (1/12) of Landlord’s estimate of ▇▇▇▇▇▇’s Operating Expenses, Taxes and Shared Expenses for the percentage then current calendar year. Landlord shall give Tenant written notice of such additional rent (estimated amounts, and Tenant shall pay such amounts monthly to Landlord at the same time as Base Rent. As soon as is reasonably practicable following the end of each calendar year, ▇▇▇▇▇▇▇▇ will submit to Tenant a statement showing actual Operating Expenses, Shared Expenses and Taxes for the preceding calendar year along with a reconciliation of ▇▇▇▇▇▇’s estimated payments as compared to the extent actual amounts payable by Tenant for such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (includingeach, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998an “Operating Statement”). Such payment shall be due from Tenant to Landlord no fewer than five Within thirty (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (530) days after receipt of such statement. Notwithstanding an Operating Statement, Tenant shall pay Landlord any additional amounts owed as shown on the foregoingOperating Statement or if Operating Expenses, Shared Expenses and Taxes payable by Tenant hereunder is less than the payments actually made by Tenant for Operating Expenses, Shared Expenses and Taxes then within thirty (30) days of receipt of an Operating Statement, Landlord may make reasonable estimates, forecasts shall pay or projections ("PROJECTION") of credit to Tenant the amount of additional rent which will be owed by Tenant in any Sublease Yearsuch overpayment. Landlord may deliver to Tenant a written statement setting forth a Projection Any payments due under this Article 3 (Operating Expenses and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base RentTaxes) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when prorated for any partial calendar year. Tenant’s obligation to pay any amounts due under this Article 3 (Operating Expenses and Taxes) shall survive the actual amount Expiration Date or earlier termination of additional rent can be determinedthis Lease. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If All sums payable by Tenant under this Lease other than Base Rent shall be deemed “Additional Rent;” the term “Rent” shall mean Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Tenant the extent following costs, to be paid with the Base Rent on a monthly basis throughout the Lease Term: (i) all Real Property Taxes for which Tenant is liable under Section 5.01 and 5.02 of the Lease, (ii) all utility costs (if utilities are not separately metered) for which Tenant is liable under Section 6.01 of the Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.07 of the Lease and (iv) all CAM Expenses for which Tenant is liable under Section 8.04 of the Lease. Collectively, the aforementioned Real Property Taxes, insurance, utility, and CAM Expenses shall be referred to as the “Total Operating Costs”. Landlord may adjust its estimates of Total Operating Costs at any time based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments shall be effective as of the next Rent payment date which is due thirty (30) days after notice to Tenant. Within one hundred twenty (120) days after the end of each Fiscal Year during the Lease Term, Landlord shall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year and Tenant’s Pro Rata Share of such expenses. Tenant shall have the right to review reasonable supporting documentation and receipts related to such expenses where the books and records for the Property are kept. Within thirty (30) days after Tenant’s receipt of such statement, there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the case may be) in order that Landlord is obligated shall receive the entire amount of Tenant’s share of such costs and expenses for such period. In addition to its obligation to pay additional rent Base Rent and its Pro Rata Share of Total Operating Expenses, Tenant is required under other sections of this Lease to pay directly to suppliers, vendors, carriers, contractors, etc. certain insurance premiums, utility costs, personal property taxes, maintenance and repair costs and other expenses, collectively “Additional Expenses.” If Landlord pays for any Additional Expenses in accordance with the Prime terms of this Lease, whether such additional rent is Tenant’s obligation to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord such costs shall be an Additional Rent obligation payable in connection full with the Buildingnext monthly Rent payment. Unless this Lease provides otherwise, Tenant shall pay to Landlord, all Additional Rent then due with the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a next monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment installment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and to the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall Lessee will pay to LandlordLessor, as additional rental hereunder in the percentage of such additional rent manner set forth below (the “Additional Rent”), an amount equal to (i) the extent such additional rent is attributable to events occurring Taxes for each Lease Year during the term Term (the “Tax Reimbursement” required pursuant to Section 9.2 hereof, and (ii) the costs and expense of this Sublease) which is utilities for the Terminal, not paid directly by Lessee as set forth in Section 1(M5.1 hereof (the “Utility Reimbursement” and together with the Tax Reimbursement, the “Expense Reimbursement”). -6- (a) Estimated Expense Reimbursement. (1) Within one-hundred twenty (120) days after the end of each calendar year during the Term, or as the Sublease Sharesoon thereafter as is reasonably practicable, but only Lessor will deliver to the extent that such additional rent exceeds the actual additional rent charged to Landlord Lessee a statement (“Statement”) setting forth for the 1998 calendar year (includingprevious Lease Year, without limitationthe Expense Reimbursement incurred by Lessor, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be the amounts paid by Lessee toward the Expense Reimbursement, and the amounts remaining due from Tenant or overpaid by Lessee. In addition, the Statement shall contain Lessor’s estimate of the Expense Reimbursement (“Estimated Additional Rent”) for the then current Lease Year. Any delay by Lessor in delivering any estimate or statement pursuant to Landlord no fewer than five (5) days prior this Section shall not relieve Lessee of its obligations pursuant to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), this Section except that if Lessee shall not be obligated to make any payments based on such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days new Estimated Additional Rent until after receipt of such statement. Notwithstanding Statement. (2) Commencing on the foregoingfirst day of the first month following the delivery to Lessee of each Statement referred to above and on the first day of each month thereafter until delivery to Lessee of the next such Statement, Landlord may make reasonable estimatesLessee will pay to Lessor, forecasts or projections concurrently with the Lessee’s payments of the monthly installments of Base Rent as provided in this Lease, one-twelfth ("PROJECTION"1/12th) of the amount of additional rent which will be owed by Tenant in any Sublease YearEstimated Additional Rent. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereofIn addition, to become effective as within thirty (30) days after the date of delivery of the Projection. Tenant shall Statement, Lessee will pay to Landlord (together with its payment Lessor the balance of Base Rentthe amounts, if any, required to be paid pursuant to this Section 4.2(a) for the monthly previous calendar year, or if Lessee has overpaid such amount, Lessor will refund the amount of such additional rent determined pursuant overpayment to Lessee, except that Lessor may (at Lessee’s option) credit any amounts due from Lessor to Lessee against the Projection; provided, however, that monthly installments of Base Rent next thereafter coming due or if in the additional rent shall be adjusted when the actual amount last year of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then Lessor shall refund to Lessee such excess, provided that Lessee is not in default of its obligations under this Lease. (3) For the Sublease Share first Lease Year of the Term of this Lease, Lessee shall pay the Estimated Additional Rent in the amount of $[_______] which is an estimate only of Lessee’s Expense Reimbursement prorated based on a fraction the numerator of which shall be recalculatedthe number of days from the Commencement Date to December 31st of such Lease Year and the denominator of which is three hundred sixty five (365). The Estimated Additional Rent for the Premises as set forth in this subsection is only an estimate, and Lessor makes no guaranty or warranty that such estimates will be accurate.

Additional Rent. A. (a) If and to after December 31, 2016, Operating Expenses (defined below) for the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord Project for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring any calendar year during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year Lease Term exceed Base Operating Expenses (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlorddefined below), Tenant shall pay to Landlord its share as additional rent (“Additional Rent”) an amount equal to Tenant’s Proportionate Share (defined below) of such taxes within five excess in accordance with this Paragraph 3. If after December 31, 2016, Taxes (5defined below) days after receipt of such statement. Notwithstanding for the foregoingProject for any calendar year during the Lease Term exceed Base Taxes (defined below), Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord as Additional Rent an amount equal to Tenant’s Proportionate Share (together with its payment of Base Rentdefined below) the monthly amount of such additional rent determined pursuant excess in accordance with this Paragraph 3. Without limitation on other obligations of Landlord and Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Paragraph 3 attributable to the Projectionperiod of time prior to the Expiration Date or earlier termination of this Lease, and Landlord’s obligation to refund to Tenant any overpayments of such Additional Rent shall survive the expiration of the Lease Term; provided, however, that any such payments made by Tenant of any Additional Rent or any refund to Tenant by Landlord of any overpayments of such Additional Rent shall not constitute a waiver by either Tenant or Landlord, as the additional rent case may be, of any amount that Tenant or Landlord (as the case may be) contend are in dispute to the extent that any such payments or refunds are made “under protest” whether or not designated as such concurrently with any such payment and/or refund. Notwithstanding anything herein to the contrary, the Additional Rent shall be adjusted when abated for the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(Minitial twelve (12) is calculated by dividing the rentable area months of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Initial Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and During the term hereof, Tenant agrees to pay the Landlord at the address as shown herein, or at such other place as the Landlord may from time to time designate in writing, “Additional Rent,” in an amount equal to the extent amount by which eight (8%) percent of “Gross Sales,” as defined hereinafter, exceeds the Minimum Rent described above. The Additional Rent for each month of the term hereof shall be paid on the first day of the second following month, for example, the Additional Rent for January shall be paid on March 1. Tenant shall keep or cause to be kept, full, complete, and proper books, records and accounts of the Gross Sales and credits of each separate department and concession at any time operated in the demised premises; said books, records and accounts, including any sales tax reports that Landlord is obligated Tenant may be required to pay additional rent under furnish to any governmental agency, shall at all reasonable times be open to the Prime Leaseinspection of Landlord, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes Landlord’s auditor or other expenses incurred by the Prime authorized representative or agent. At Landlord’s expense, Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date may cause at any reasonable time upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver notice to Tenant a written complete audit to be made of Tenant’s records relating to Gross Sales for the period covered by any statement setting forth a Projection and a calculation of a monthly amount of additional rent payable issued by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projectionthis Lease; provided, however, that if such records are found to be incorrect to the additional rent extent of three-percent (3%) or more over the Gross Sales figure submitted by Tenant, Tenant shall pay for such audit. Tenant shall promptly pay to Landlord any deficiency, or Landlord shall promptly credit to Tenant’s account any overpayment, as the case may be, which is established by such audit. Landlord shall have the right to audit Tenant’s books and records with respect to Gross Sales twice during any Lease Year. Within thirty (30) days after the close of each Lease Year, a final adjustment and accounting for each Lease Year shall be adjusted when had to determine the actual Gross Sales of the preceding Lease Year, and the amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated paid by dividing Tenant during such preceding Lease Year, including the rentable area rent based upon the percentage of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet)Gross Sales. In the event the rentable area amounts of rent for said Lease Year actually paid by Tenant exceed eight percent (8%) of Gross Sales as so computed on a twelve month basis, then such excess rental payments shall be promptly credited by Landlord to Tenant’s account; provided, however, that Tenant shall never pay for any Lease Year less than the Minimum Rent provided for above. In the event the amount of rent paid by Tenant is less than eight percent (8%) of Gross Sales, Tenant shall pay the difference to Landlord. All debits and credits arising under the terms of this paragraph shall be paid in any event within thirty (30) days of the Premises or the area completion of the premises leased pursuant to the Prime Lease final adjustment and accounting. Tenant shall be changed continuously during the Termentire term of this Lease, then operate said business on said Premises with due diligence and efficiency as to reasonably produce the Sublease Share shall be recalculatedmaximum return to Landlord.

Additional Rent. A. If (a) Taxes, Insurance and to Common Area Maintenance (1) In the extent that Landlord is obligated to pay additional rent under event the Prime Lease"Tax, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by Insurance and Common Area Maintenance Expenses" (as defined below) of the Prime Landlord Building shall in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring any calendar year during the term of this SubleaseLease exceed the sum of $Base Year 2000 per square foot, then -------------- with respect to such excess (the "Tax, Insurance and Common Area Maintenance Differential"), Tenant agrees to pay as additional rental Tenant's pro rata share of the Tax, Insurance and Common Area Maintenance Differential within ten (10) which days following receipt of an invoice from Landlord stating the amount due. The pro rata share to be paid by Tenant is set forth in Section 1(MTwelve and Seventy Nine Hundredths ---------------------------------- percent (12.79%) as subject, however, to adjustment for any expansion of the Sublease ShareLeased ----- Premises. In the case of a multi-building Project, but only if such Tax, Insurance and Common Area Maintenance Expenses are not separately assessed to the extent that Building but are assessed against the Project as a whole, Landlord shall determine the portion of such additional rent exceeds Tax, Insurance and Common Area Maintenance Expenses allocable to the actual additional rent charged to Landlord for Building in which the 1998 calendar year Leased Premises are located. (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (52) days At or prior to the date upon which Landlord's payment commencement of such additional rent is due to this Lease and at any time during the Prime LandlordLease term, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written estimate of any additional rent applicable to the Leased Premises (based on the pro rata share stated above) which may be anticipated for excess Tax, Insurance and Common Area Maintenance Expenses during the calendar year in which this Lease commences or for any succeeding calendar year, as the case may be. Based upon such written estimate, the monthly Base Rental shall be increased by one-twelfth (1/12) of the estimated additional rent. (3) Statements showing the actual Tax and Insurance Expenses (as well as the actual Common Area Maintenance Expenses, as defined in Paragraph 6(b) below) and Tenant's proportionate share thereof (hereinafter referred to as the "Statement of Actual Adjustment") shall be delivered by Landlord to Tenant after any calendar year in which additional rental was paid or due by Tenant. Within ten (10) days after the delivery by Landlord to Tenant of such Statement of Actual Adjustment, Tenant shall pay Landlord the amount of any additional rental shown on such statement setting forth a Projection as being due and a calculation unpaid. If such Statement of a monthly Actual Adjustment shows that Tenant has paid more than the amount of additional rent payable by rental actually due from Tenant by reason thereoffor the preceding calendar year and if Tenant is not then in default under this Lease, to become effective as of delivery of Landlord shall credit the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant excess to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinednext Base Rental installment due from Tenant. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and to the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage Sublessee's Proportionate Share of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is Sublessor's Proportionate Share as set forth in the Basic Sublease Information, hereinabove, and the rent for the Storage Space described in Section 1(M15 below shall be considered "Additional Rent." Additional Rent shall also include expenses or charges applicable to the Premises, which may be imposed, at any time, on Sublessor pursuant to the Master Lease (expressly excluding any late charges, interest or damages or other charges or penalties imposed on Sublessor due to its negligence, willful misconduct, default or delay beyond any applicable grace period pursuant to the terms of the Master Lease) as described in the Sublease ShareMaster Lease or incurred by Sublessor in compliance with the Master Lease. As herein used, but only "Rent" shall include Monthly Rent and Additional Rent to be paid by Sublessee pursuant to this Section 5.b. The payments of Additional Rent required of Sublessee pursuant to this Section shall be made within the extent that such additional rent exceeds same time periods after notice from Sublessor of the actual additional rent charged to Landlord amount owed as are established by the Master Lease for the 1998 calendar year comparable obligation of Sublessor to make such payments to Master Lessor, or if not so provided therein, within ten (including10) days of written notice from Sublessor. Notwithstanding the foregoing, without limitation, additional rent attributable to 1997 real estate taxes Sublessee's Additional Rent will be payable in 1998)the same time and manner as required by the Master Lease. Such payment Overpayments and underpayments of Additional Rent shall be due from Tenant to Landlord no fewer than five handled in the same manner as provided in the Master Lease; provided, however that overpayments and underpayments shall be reconciled by Sublessor within ten (510) days prior after the Expiration Date. Any overpayment by Sublessee shall be refunded to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes Sublessee within five (5) business days after the reconciliation, as long as Sublessee is not otherwise in default of its obligations hereunder. Any underpayment shall be deducted from Sublessee's Security Deposit and any shortage shall be paid by Sublessee within five (5) business days after Sublessee's receipt of such statementthe reconciliation. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") Sublessor shall promptly provide Sublessee with copies of the amount of additional rent which will be owed all relevant estimates and statements prepared by Tenant in any Sublease Year. Landlord may deliver Master Lessor with respect to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Additional Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and (a) In addition to the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord Base Rent for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord)Additional First Floor Premises, Tenant shall pay to Landlord its share as Additional Rent at times hereinafter specified in this Amendment (i) Tenant’s Additional First Floor Premises Adjusted Share (as defined below) for the Additional First Floor Premises, of such taxes within five Operating Expenses (5as defined in the Existing Lease) days after receipt of such statement. Notwithstanding for (A) the foregoing9714 Building, Landlord may make reasonable estimates(B) the South Campus and (C) the Project, forecasts (ii) the Property Management Fee (as defined in the Existing Lease), and (iii) any other amounts that Tenant assumes or projections ("PROJECTION") agrees to pay under the provisions of the amount of additional rent which will be Lease that are owed by Tenant in to Landlord, including any Sublease Year. Landlord and all other sums that may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant become due by reason thereofof any default of Tenant or failure on Tenant’s part to comply with the agreements, to become effective as of delivery terms, covenants and conditions of the ProjectionLease to be performed by Tenant, after notice and the lapse of any applicable cure periods. To the extent that Tenant uses more than Tenant’s Pro Rata Share of any item of Operating Expenses related to the Additional First Floor Premises, Tenant shall pay Landlord for such excess in addition to Tenant’s obligation to pay Tenant’s Pro Rata Share of Operating Expenses (such excess, together with Tenant’s Pro Rata Share, “Tenant’s Additional First Floor Premises Adjusted Share”). (b) Tenant shall pay to Landlord (together with its payment on the first day of Base Rent) the monthly amount each calendar month of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then as Additional Rent, commencing on the Sublease Additional First Floor Term Commencement Date, (i) the Property Management Fee, and (ii) Landlord’s good faith estimate of Tenant’s Additional First Floor Premises Adjusted Share of Operating Expenses with respect to the 9714 Building, the South Campus and the Project for such month. (c) Tenant’s responsibility for Tenant’s Additional First Floor Premises Adjusted Share of Operating Expenses shall continue to the latest of (i) the date of termination of the Lease with respect to the Additional First Floor Premises, (ii) the date Tenant has fully vacated the Additional First Floor Premises, and (c) if termination of the Lease is due to a default by Tenant, the date of rental commencement of a replacement tenant. Operating Expenses for the calendar year in which Tenant’s obligation to share therein commences and for the calendar year in which such obligation ceases shall be recalculatedprorated on a basis reasonably determined by Landlord. Expenses such as taxes, assessments and insurance premiums that are incurred for an extended time period shall be prorated based upon the time periods to which they apply so that the amounts attributed to the Additional First Floor Premises relate in a reasonable manner to the time period wherein Tenant has an obligation to share in Operating Expenses. (d) Notwithstanding anything in the Existing Lease to the contrary, in the event Tenant’s Pro Rata Share of Operating Expenses, excluding Uncontrollable Operating Expenses (defined below), with respect to the Additional First Floor Premises increases by more than five percent (5%) annually (after the first anniversary of the Additional First Floor Term Commencement Date), Tenant shall not be obligated to pay for any Tenant’s Pro Rata Share of Operating Expenses, excluding Uncontrollable Operating Expenses (defined below), with respect to the Additional First Floor Premises in excess of such five percent (5%) increase (except to the extent that Tenant uses more than its Pro Rata Share of such Operating Expense, as provided in Section 9(a) above). For the purposes of this Section, “Uncontrollable Operating Expenses” shall mean the costs of utilities, inspection fees and other costs required by any Government Authority for continued compliance with Applicable Laws or to comply with Applicable Laws which are first applicable to the 9712 Building, the 9714 Building, the South Campus and/or the Project (as applicable) after the Additional First Floor Term Commencement Date with respect to the Additional First Floor Premises, snow removal, Real Estate Taxes (as defined in the Existing Lease) and insurance.

Additional Rent. A. If (a) Commencing with the Effective Date and continuing through the remainder of the Term, Delta shall pay to IAT pursuant to Section 7.06 on the extent that Landlord dates and at the times provided for herein all amounts comprising Additional Rent (including Delta’s Share of ATA Permitted Remediation Costs and Delta’s Parking Space Costs) under this Agreement, provided that, if a date or time is obligated not specified for the payment of a particular component of Additional Rent, such component of Addition Rent shall be paid on the first day of the calendar month immediately succeeding the date on which such Additional Rent obligation arises. (b) Commencing with the Second Supplement Effective Date and continuing until Phase II DBO, Delta shall pay to pay additional rent under IAT, as Additional Rent, $456,000.00 annually, which annual amount shall be increased, on a compounding basis, by the Prime Annual CPI Percentage Increase (as defined in the Port/IAT Lease) on the first day of each Annual Period occurring after the Second Supplement Effective Date, whether such additional rent is and which annual amount shall be adjusted by IAT in consultation with Delta to reimburse Prime Landlord account for operating expensesmaterial increases over, common area maintenance chargesor material decreases from, taxes or other the expected costs and expenses incurred by the Prime Landlord IAT in connection with IAT’s operation and maintenance of the Building, Tenant Bus Gate. Such amount shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes be payable in 1998). Such payment shall be due from Tenant equal monthly installments on the first day of each calendar month following the Second Supplement Effective Date, subject to Landlord no fewer than five (5) days prior to pro ration as appropriate if the date upon which Landlord's payment Second Supplement Effective Date does not occur on the first day of such additional rent is due to the Prime Landlorda calendar month, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due subject to a delay credit for any amounts paid by Delta to IAT under the Bus Gate Right of Entry Agreement in Landlord's receipt respect of such statement from Prime Landlord)the month in which the Second Supplement Effective Date occurs, Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statementand otherwise in accordance with Section 7.06. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") Delta shall receive a credit against the Additional Rent payable by Delta hereunder for Non-Delta Passengers’ use of the amount Bus Gate based on the total number of additional rent which will be owed by Tenant Non-Delta Passengers using the Bus Gate in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective each calendar month as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant compared to the Projection; provided, however, that total number of passengers at Terminal 4 using the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for Bus Gate in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant such calendar month applied to the Prime Lease (276,913 square feet)applicable installment of Additional Rent for the time period in question. In the event the rentable area of the Premises “Non-Delta Passengers” shall mean passengers on all flights operating at Terminal 4 except for flights operated by Delta or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculateda Delta Affiliate Carrier.

Additional Rent. A. If (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term (except as otherwise provided in the Base Rent schedule set forth in the Basic Lease Information) Tenant’s Share of the sum of (x) Operating Costs for such period, and (y) Taxes for such period. (2) Prior to the extent beginning of each calendar year, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) Within one hundred twenty (120) days after the end of each calendar year during the Term, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord’s statement within eight (8) months after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement, provided such statement is delivered within eighteen (18) months after the later of (i) the end of the calendar year to which the expenses relate, or (ii) receipt of the invoice for the applicable expenses, but in any event not later than twenty (24) months after the end of the calendar year to which the expenses relate. Within eight (8) months after receipt of Landlord’s annual reconciliation statement, Tenant shall have the right, during normal business hours and at the offices of Landlord or its management agent, and upon not less than thirty (30) days’ prior written notice to Landlord, to review or audit Landlord’s books and records pertaining to Taxes or Operating Expenses. If Tenant uses a third party to perform any such review or audit, such third party must be a certified public accountant whose compensation for such work is not based partially or wholly on a contingent fee or similar arrangement. In the event that Tenant’s review or audit discloses that Landlord is obligated to has overcharged Tenant, Landlord shall reimburse Tenant for the excess amounts paid by Tenant plus interest at the rate set forth herein for late payments of Rent. In addition, in the event that any such overcharge exceeds the amount actually owed by Tenant by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable cost of its audit, excluding travel, meals and lodging. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay additional Landlord the deficiency within thirty (30) days of Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the Prime beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, whether such additional rent is Landlord shall pay to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes Tenant or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Sharecase may be, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year within thirty (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (530) days after Tenant’s receipt of such statement. Notwithstanding Landlord’s final statement for the foregoingcalendar year in which this Lease terminates, Landlord may make reasonable estimatesthe difference between Tenant’s Additional Rent for that year, forecasts or projections ("PROJECTION") of as finally determined by Landlord, and the total amount of additional rent which will be owed previously paid by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason on account thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and Sublessee acknowledges that pursuant to the extent that Landlord Master Lease, Sublessor is obligated to pay annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Prime LeaseMaster Lease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, whether such additional rent as applicable, in the event an overpayment or discrepancy is to reimburse Prime Landlord discovered. Sublessor shall be responsible for operating expensesthe payment of utilities and performance of repair, common area replacement and maintenance chargesas required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, taxes or other expenses incurred by the Prime Landlord in connection “Operating Expenses,” together with the BuildingApplicable Tax and Insurance Charge, Tenant the “Additional Rent”). Sublessee shall pay to LandlordSublessor, as additional rent, thirty-three percent (33%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Sublessee shall be responsible for the reasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the percentage cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share of such additional rent (reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the extent landlord under the Master Lease and such additional rent is attributable failure materially impairs Sublessee’s ability to events occurring during conduct its business at the term of this Sublease) which is set forth in Section 1(M) as the Sublease ShareLease Premises, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (includingthen Sublessor shall, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) business days after receipt of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such statementenforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. Notwithstanding For the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount of additional rent equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be owed by Tenant in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery those of the ProjectionSublessor or its affiliate. Tenant Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area Sublessor within thirty days of the Premises (56,870 square feet) by the rentable area date of each invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that if any of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area foregoing services are outsourced, Sublessee shall pay one-half of the Premises or total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the area designated commons areas of the premises leased pursuant to the Prime Lease shall Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be changed during the Termused by both parties, then the Sublease Share shall be recalculatedcoordinated through Sublessor’s receptionist on a first come, first served basis.

Additional Rent. A. If During the Lease Term hereof, Tenant agrees to pay the Landlord at the address as shown herein, or at such other place as the Landlord may from time to time designate in writing, as part of Tenant’s Additional Rent, the amount by which the applicable percentage of “Gross Sales” (as defined Section 29) exceeds the Minimum Rent described above, as more fully described in this subsection. For Lease Years 1 through and including Lease 3, Tenant JD Tenant’s Initials THL shall pay to Landlord, as part of Tenant’s Additional Rent, the amount by which twenty-four percent (24%) of Gross Sales exceeds the Minimum Rent for Lease Years 1 through 3 described above. Commencing with Lease Year 4, and continuing throughout the Lease Term, Landlord shall have the right, at Landlord’s discretion, (and no more often than once every three Lease Years) to increase the percentage of Gross Sales used for the calculation to determine such Additional Rent which Tenant shall pay to Landlord by two percent (2%) in addition to the extent that percentage of Gross Sales then in effect. If Landlord elects to increase the percent of Gross Sales for a three year period, Landlord shall notify Tenant of such increased percentage, which increased percentage of Gross Sales shall be effective 30 days after notice of the same is obligated delivered to pay additional rent under Tenant by Landlord. As an example only (without limiting the Prime Leaseforegoing rights), whether such additional rent is if Landlord does not elect to reimburse Prime Landlord for operating expensesincrease the percent of Gross Sales in Lease Years 4 or 5, common area maintenance chargesbut elects to increase the same in Lease Year 6, taxes or other expenses incurred by the Prime Landlord in connection then commencing with the Buildingfirst day of Lease Year 6, Tenant shall pay to LandlordLandlord the amount by which 26% of Gross Sales exceeds the Minimum Rent described above. Under such example, Landlord has the right to further increase the percentage of Gross Sales to 28% commencing no earlier than on the first day of Lease Year 9, with further increases as provided in this section. In no event, however, may the percentage of Gross Sales used for calculating Tenant’s percentage Additional Rent be greater than 28%. During the Lease Term hereof, Tenant agrees to pay the Landlord at the address as shown herein, or at such additional rent other place as the Landlord may from time to time designate in writing, as part of Tenant’s Additional Rent, the amount by which the applicable percentage of “Gross Sales” (as defined hereinafter) exceeds the Minimum Rent described above, as follows: Such Additional Rent based on Gross Sales for each month of the Lease Term hereof shall be paid on the fifteenth day of the month following the calculation, for example, the Additional Rent based on Gross Sales for March shall be paid on April 15. The Additional Rent to be paid by Tenant under this Section 4(b) may be increased by Landlord every three years of the Lease Term, as set forth above and subject to the extent such additional rent is attributable maximum percentage described above. Tenant shall keep or cause to events occurring during be kept, full, complete, and proper books, records and accounts of the term Gross Sales and credits of this Sublease) which is set forth each separate department and concession at any time operated in Section 1(M) as the Sublease ShareDemised Premises; said books, but only records and accounts, including any sales tax reports that Tenant may be required to furnish to any governmental agency, shall at all reasonable times be open to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment inspection and audit of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor Landlord’s auditor or other authorized representative or agent. At Landlord’s expense, Landlord may cause at least any reasonable time upon fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver notice to Tenant a written complete audit to be made of Tenant’s records relating to Gross Sales for the period covered by any statement setting forth a Projection and a calculation of a monthly amount of additional rent payable issued by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projectionthis Lease; provided, however, that if such records are found to be incorrect to the additional rent extent of three-percent (3%) or more over the Gross Sales figure submitted by Tenant, Tenant shall pay for such audit. Tenant shall promptly pay to Landlord any deficiency, or Landlord shall promptly credit to Tenant’s account any overpayment, as the case may be, which is established by such audit. Landlord shall have the right to audit Tenant’s books and records with respect to Gross Sales twice during any Lease Year and any time within 3 years after the date of such statement. JD Tenant’s Initials THL Within thirty (30) days after the close of each Lease Year, a final adjustment and accounting for each Lease Year shall be adjusted when had to determine the actual Gross Sales of the preceding Lease Year, and the amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated paid by dividing Tenant during such preceding Lease Year, including the rentable area rent based upon the percentage of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet)Gross Sales. In the event the rentable area amounts of rent for said Lease Year actually paid by Tenant exceed seven percent (7%) of Gross Sales as so computed on a twelve month basis, then such excess rental payments shall be promptly credited by Landlord to Tenant’s account; provided, however, that Tenant shall never pay for any Lease Year less than the Minimum Rent provided for above. In the event the amount of rent paid by Tenant is less than seven percent (7%) of Gross Sales, Tenant shall pay the difference to Landlord. All debits and credits arising under the terms of this paragraph shall be paid in any event within thirty (30) days of the Premises or the area completion of the premises leased pursuant to the Prime Lease final adjustment and accounting. Tenant shall be changed continuously during the Termentire Lease Term of this Lease, then occupy and operate said business on the Sublease Share shall be recalculatedPremises with due diligence and efficiency as to reasonably produce the maximum return and Additional Rent to Landlord.

Additional Rent. A. If 4.1. From and to after the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the BuildingCommencement Date, Tenant shall pay, as Additional Rent, all amounts payable by Landlord or Tenant on account of real estate taxes, assessments and any other charges ("TAXES") in respect of the Land and/or the Premises. Tenant shall pay all such Taxes as and when due, and shall exhibit, and deliver to Landlord, photostatic copies of the percentage of receipted bills or other evidence satisfactory to Landlord showing such additional rent (payment promptly after such receipts shall have been received by Tenant, but in any event prior to the extent Delinquency Date (as hereinafter defined). If the bills, statements, invoices or other demands for payment (collectively, "STATEMENTS") for Taxes due and payable by Tenant hereunder are delivered to Landlord rather than Tenant, Landlord shall deliver any such additional rent is attributable Statement to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease ShareTenant promptly upon receipt by Landlord, but only to the extent that in any event not less than ten (10) days, or such additional rent exceeds the actual additional rent charged to shorter period of time if such Statement is not received by Landlord for the 1998 calendar year within ten (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (510) days prior to the date on which Taxes relating to such Statement become delinquent (the "DELINQUENCY DATE"). Notwithstanding anything in this Article 4 otherwise provided, if such Statements are delivered by the taxing authority to Landlord (and not also to Tenant) and not forwarded by Landlord to Tenant as provided in the immediately preceding sentence, then Tenant's obligation to pay Taxes hereunder shall not arise until such Statements are delivered to Tenant. Landlord and Tenant shall cooperate to cause the taxing authority imposing Taxes to deliver such Statements directly to Tenant during the Term of this Lease. Tenant's obligation to pay Taxes shall include the payment of any fines, fees, penalties or other amounts imposed by the taxing authority for the late or non payment of Taxes to the extent that same were not imposed solely upon which Tenant's failure to timely pay Taxes resulting solely from, Landlord's payment of such additional rent is due failure to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may timely deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective any Statements as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; hereinabove provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the sum of (x) the amount (if any) by which Operating Costs for such period exceed Base Operating Costs, and to (y) the extent that amount (if any) by which Taxes for such period exceed Base Taxes. (2) As soon as reasonably practical, at the end of the Base Year and each calendar year thereafter, Landlord is obligated to pay additional rent under shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the Prime Lease, whether following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Buildingyear, Tenant shall pay to Landlord-one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s prior estimate, Landlord may, by notice to Tenant, revise the percentage estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as reasonably practicable after the end of the Base Year and each calendar year thereafter, Landlord shall furnish Tenant a statement with respect to such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Shareyear, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord showing Operating Costs, Taxes and Additional Rent for the 1998 calendar year (includingyear, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections in writing to Landlord’s statement is not furnished to Tenant at least fifteen within thirty (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (530) days after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement. Notwithstanding the foregoing, then Landlord may make shall provide Tenant with reasonable estimates, forecasts or projections ("PROJECTION") verification of the amount figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of additional rent which will be owed Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord, based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within thirty (30) days of Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 360-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. The obligations of Landlord to refund any Sublease Yearoverpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration or termination of this Lease. Landlord may deliver shall pay to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. or Tenant shall pay to Landlord Landlord, as the case may be, within thirty (together with its payment 30) days after Tenant’s receipt of Base Rent) Landlord’s final statement for the monthly calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinedpreviously paid by Tenant on account thereof. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and to commencing on the extent that first day of the month following the month in which Landlord is obligated to pay additional rent under notifies Tenant of the Prime Leaseamount of such Additional Rent. If, whether such additional rent is to reimburse Prime Landlord for operating expensesas finally determined, common area maintenance charges, taxes or other expenses incurred the amount of Additional Rent owing by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, be greater than or less than the percentage aggregate of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged installments so paid to Landlord for each calendar year, the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share the amount of such taxes within five (5) days after receipt underpayment, or Landlord shall credit Tenant for the amount of such statementoverpayment, as the case may be. Notwithstanding Upon the foregoingexpiration of any separate bond assessments levied against the Premises, the real estate tax portion of the monthly Additional Rent payment shall be immediately decreased by the amount of such reduction in bond assessment. It is the intent hereunder to estimate the amount of Additional Rent for each calendar year then to adjust such estimate in the following year based on the actual amount of Additional Rent owing. The obligation of Tenant with respect to payment of Additional Rent shall survive the termination of this Lease. A payment, refund or credit made pursuant to this paragraph shall be made without prejudice to any right of Tenant to dispute the amount of Additional Rent owing, or the right of Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") to correct any items as billed pursuant to the provisions hereof. Within 30 days of the date Landlord notifies Tenant of the amount of additional rent which will be owed by Additional Rent owing, Tenant in any Sublease Year. or its authorized agent shall have the right to inspect the books of Landlord during the business hours of Landlord at such location that Landlord during the business hours Landlord at such location that Landlord may deliver specify, for the purpose of verifying such amount. Unless Tenant asserts specific errors within such days, such notification by Landlord shall be deemed to Tenant a written statement setting forth a Projection and a calculation of a monthly be correct. A decrease in Additional Rent shall reduce Tenant's liability hereunder below the amount of additional rent Base Rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinedhereunder. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.

Additional Rent. A. If and Prior to the extent that commencement of each Lease --------------- Year (except the Base Services Year) during the Term hereof, Landlord is obligated shall furnish Tenant a written statement of the Estimated Costs Allocable to pay additional rent under the Prime Lease, whether Premises for such additional rent is Lease Year and a calculation of the portion of Estimated Costs Allocable to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes the Premises payable by Tenant as Additional Rent in accordance with this Section. In advance of or other expenses incurred by before the Prime Landlord in connection with first day of each month during the BuildingTerm hereof commencing on the first day of the first Lease Year following the Base Services Year, Tenant shall pay to Landlord, as Additional Rent for each month during each such Lease Year: one-twelfth (1/12th) of the percentage of such additional rent (Estimated Costs Allocable to the extent Premises. If at any time or times during any such additional rent is attributable Lease Year, it appears to events occurring during Landlord that the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only Estimated Costs Allocable to the extent that Premises will vary from Landlord's estimate by more than five percent (5%) on an annualized basis, Landlord may, by written notice to Tenant, revise its estimate for such additional rent exceeds Lease Year and the actual additional rent charged portion of the Estimated Costs Allocable to Landlord the Premises payable by Tenant as Additional Rent as provided herein for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment such Lease Year shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of accordingly adjusted based on such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (5) days after receipt of such statementrevised estimate. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") in no event shall the increase in Tenant's portion of the amount of additional rent which will be owed by Tenant in any Sublease Year. Landlord may deliver Actual Costs Allocable to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feetexclusive of gas and electricity and Property Taxes) by in any Lease Year exceed the rentable area greater of (i) five percent (5%) of Tenant's portion of the premises leased by Prime Landlord previous Lease Year's Actual Costs Allocable to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or (ii) such Lease Year's increase in the area Consumer Price Index for All Urban Consumers, U.S. City Average (the "Index"), published by the United States Department of Labor's Bureau of Labor Statistics over the premises leased pursuant Index for the preceding Lease Year. Increases in the cost of gas and electricity and Property Taxes shall not be subject to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculatedany "cap" or limit.

Additional Rent. A. If and Tenant shall pay to Landlord as "additional rent" --------------- Tenant's Percentage Share of the extent that amount of any increase in Direct Expenses incurred in any Comparison year over Direct Expenses incurred in the Base Year. Landlord is obligated shall endeavor to pay give to Tenant on or before the first day of March of each year following the Base Year a statement of the additional rent under payable by Tenant hereunder, but failure by Landlord to give such statement by said date shall not constitute a waiver by Landlord of its right to require payment of such amount. Upon receipt of the Prime Leasestatement, whether Tenant shall pay in full the total amount of the increase, if any, due for the past year. In addition, unless Landlord reasonably estimates that the amount of any increase in Direct Expenses for the succeeding Comparison Year over the Direct Expenses for the Base Year will differ, an amount equal to any such additional rent is to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, increase shall be divided into twelve (12) equal monthly installments and Tenant shall pay to Landlord, concurrently with the percentage of such additional regular monthly rent (to payment next due following the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement, an amount equal to one (1) monthly installment multiplied by the number of months from January in the calendar year in which said statement is submitted to the month of such payment, both months inclusive. Subsequent installments shall be payable concurrently with the regular monthly rent payments for the balance of that calendar year and shall continue until the next Comparison Year's statement is rendered. If a greater increase in Direct Expenses occurs in the next or any succeeding Comparison Year, then upon receipt of a statement from Prime Landlord), Tenant shall pay a lump sum equal to Landlord its share of such taxes within five (5) days after receipt of such statement. Notwithstanding total increase in Direct Expenses, less the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") total of the amount monthly installments of additional rent which will estimated increases paid in the previous calendar year; and the estimated monthly installments to be owed by Tenant in any Sublease paid for the next year, following said Comparison Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when to reflect such increase. If in any Comparison Year the actual amount of additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area total of the Premises (56,870 square feet) by the rentable area estimated payments of Tenant's Percentage Share of the premises leased increase in Direct Expenses is less than the amount owed, then upon receipt of Landlord's statement, any overpayment made by Prime Landlord Tenant on the monthly installment basis provided above shall be credited towards the next monthly rent falling due and the estimated monthly installments of Direct Expenses to Landlord pursuant be paid shall be adjusted to reflect such lower Direct Expenses for the Prime most recent Comparison Year. If this Lease (276,913 square feet). In terminates during a calendar year, the event rental adjustment shall be payable for the rentable area portion of the Premises or calendar year included in the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculatedterm.

Additional Rent. A. (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the sum of (x) the amount of Operating Costs, and (y) the amount of Taxes. (2) Prior to the Commencement Date and each calendar year thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the following calendar year (or first partial year following the Commencement Date). Commencing on the Commencement Date, and in subsequent calendar years, on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the Additional Rent, as reasonably estimated by Landlord for such full calendar year. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s prior estimate, Landlord may, by notice to Tenant (which notice shall describe such variance with reasonable specificity), revise the estimate for such year, and Additional Rent shall thereafter be payable based on the revised estimate. (3) As soon as reasonably practicable after the end of each calendar year, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant with respect thereto (a “Statement“). Unless Tenant delivers to Landlord a Review Notice (as defined in Section 3.2(c) below) within the two hundred seventy (270) days, such Statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such Statement or any item therein or the computation of Additional Rent based thereon. If Tenant does desire to review such Statement, then Landlord shall provide Tenant with reasonable verification of the figures shown on the Statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s Statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s Statement, nor shall any failure of Landlord to deliver Landlord’s Statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s Statement. However, if Landlord fails to ▇▇▇▇ Tenant for any Operating Costs attributable to a given calendar year within twenty-four (24) months after the expiration of the calendar year to which the Statement applies, then Landlord shall be deemed to have waived any rights to recover any underpayment of Operating Costs from Tenant (except to the extent such underpayment is attributable to a default by Tenant in its obligation to make estimated payments of Operating Costs); provided that such twenty-four (24) month time limit shall not apply to Taxes. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord is obligated the deficiency within thirty (30) days of Tenant’s receipt of Landlord’s Statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of the number of days in such year by computing Tenant’s Share of the Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay additional rent under any Additional Rent not previously paid shall survive the Prime expiration or termination of this Lease, whether such additional rent is Landlord shall pay to reimburse Prime Landlord for operating expenses, common area maintenance charges, taxes Tenant or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Sharecase may be, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year within thirty (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the statement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord its share of such taxes within five (530) days after Tenant’s receipt of Landlord’s final Statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Project being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such statement. Notwithstanding exemption, Taxes for such year shall be calculated on the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") basis of the amount of additional rent which will be owed by Tenant the Taxes for the year would have been in any Sublease Year. Landlord may deliver to Tenant a written statement setting forth a Projection and a calculation of a monthly amount of additional rent payable by Tenant by reason thereof, to become effective as of delivery the absence of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the monthly amount of such additional rent determined pursuant to the Projection; provided, however, that the additional rent shall be adjusted when the actual amount of additional rent can be determinedexemption. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated.