Common use of Additional Rent Clause in Contracts

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Lease.

Additional Rent. Net Rent shall be absolutely net to Landlord, such that all costs, charges, expenses and obligations of every kind and nature related to the Property including, but not limited to, all utilities, taxes, insurance premiums, cost of maintenance, repair and replacement to the Property shall be paid by Tenant, and such costs and payments to be made by Tenant hereunder shall promptly be deemed, for the purposes of securing the collection thereof, to be additional rent due and owing hereunder (“Additional Rent”). (a) Without limiting the generality of the foregoing, during the Term, Tenant covenants and agrees to pay without notice, demand, setoff, deduction, abatement or counterclaim, and without relief from valuation or appraisement laws, the following amounts and the same shall constitute Additional Rent: (i) all taxes, charges and assessments, impositionsgeneral and special, leviesordinary and extraordinary, chargesof every nature and kind whatever, excises, fees, licenses and other sums (collectively, "Impositions") all water rates and sewage charges levied, assessed, charged imposed, due or imposed payable during the Term, upon the Property, the MOB, the parking facilities (or portions thereof, as the case may be) dedicated for or used by the MOB, and any property of Tenant located on the Property, whether such tax, rate, charge or assessment shall be for city, town, county, state, federal or any other purpose whatsoever (“Taxes”). Should any Governmental Authority or political subdivision impose any taxes and/or assessments, whether or not now customary or within the contemplation of the Parties hereto, either by way of substitution for Taxes presently levied and assessed against the Property or MOB and any property of Tenant located on the Property, or in addition thereto, other taxing authority than Landlord’s personal income tax or any estate tax or inheritance tax, such taxes and/or assessments shall be deemed to constitute “Taxes” for the purpose of this section and shall be paid by Tenant. Tenant shall furnish to Landlord satisfactory evidence of the payment of Taxes at the time the same are due and payable. General real estate taxes shall be prorated for the first and last year of the Term. (ii) Notwithstanding Section 3.2(a)(i), unless the Property is separately assessed for Taxes, Landlord shall pay all Taxes, including Taxes for the Property, and Tenant shall pay to Landlord Landlord’s reasonable estimate of the amount of Taxes allocated to the Improvements together with Tenant’s proportionate share of the Taxes in accordance with proportion of the area of the Land bears to the total area assessed for purposes of Taxes and assessed against the parking facilities (or portions thereof, as the case may be) dedicated for or used by the MOB, as reasonably determined by Landlord on the basis of information furnished by the Governmental Authority responsible for real estate valuation and assessment. Nothing herein shall be construed to require the Landlord to subdivide the Property. (b) Commencing with the first year the Property is separately assessed for Taxes, Tenant may seek a reduction in the assessed valuation (for Tax purposes) of the Property, the MOB and any period prior property of Tenant located on the Property provided the same is done in good faith and in compliance with Legal Requirements by and at Tenant’s sole cost and expense. No contest permitted hereunder, however, shall permit Tenant to defer payment of any such contested Taxes. Landlord may pay the disputed amounts if Landlord determines in its sole judgment that payment is necessary to protect Landlord’s property and Tenant shall repay Landlord any such amounts upon demand. Tenant shall be entitled to all refunds for taxes allocated to the Property that are actually paid associated with Tenant’s successful prosecution of any such proceeding; provided, such refunds relate to periods of time during which Tenant is in possession of the Property. All refunds related to periods of time other than during Tenant’s occupancy of the Property shall belong to Landlord. If required by applicable law, Landlord shall join in any proceeding referred to in this Section; provided, however, Tenant shall indemnify and save Landlord harmless from any costs and expenses associated with such proceedings. (c) If by law any Taxes are payable or, at the option of the taxpayer, may be paid in installments, Tenant may pay the same in installments at the time said installments become due and payable and in any event before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment; provided, however, with respect to any Taxes which are levied and assessed during the Term hereof, the foregoing shall not excuse Tenant from paying such installments thereof as may become due and payable after the expiration of this Lease against or the Term, and Tenant’s obligation with respect to the Leased Premises or payment thereof shall survive the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms expiration of this Lease.

Additional Rent. Tenant shall promptly pay Any and all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged of money or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms provisions of this Lease other than Base Rent shall constitute Additional Rent (Lease, whether or not the same be designated so designated, shall be considered as "Additional Rent") , and shall be payable and recoverable in the same manner as Rent. However, such Additional Rent shall be due upon demand and failure by Tenant to timely pay such other sums or charges may additional rent within seven (7) days shall be treated by deemed a material breach of this lease. If Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder make any expenditure for which Tenant is responsible with respect liable under this Lease and for which Tenant has not paid, the amount thereof shall be deemed Additional Rent due and payable by as indicated above. In addition to the Leased Premises in accordance foregoing rent, all other payments to be made by TENANT shall be deemed to be and shall become additional rent hereunder whether or not the same be designated as such and it shall be due and payable upon demand together with interest thereon at the terms highest rate permissible by law from their due date until the date it is paid. The LANDLORD shall have the same remedies for TENANT’S failure to pay said additional rental the same as for non-payment of rent. LANDLORD, at its election, shall have the right to pay or do any act which requires the expenditure of any sums of money by reason of the failure or neglect of TENANT to perform any of the provisions of this Lease, and in the event LANDLORD shall, at its election, pay such sums or do such acts requiring the expenditure of monies, TENANT agrees to pay LANDLORD, upon demand, all such sums, and the sums so paid by LANDLORD and any expenses incurred by LANDLORD in the payment of such sums together with interest thereon at the highest rate permitted by law from their due date through the date they are paid by TENANT shall be deemed additional rent and shall be payable and collectible as such. Rent shall be made payable to the LANDLORD as stated in Section 1.1 hereof.

Additional Rent. Tenant shall promptly pay all taxesNotwithstanding the provisions of the Original Lease, assessmentsthis Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority the provisions for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunderbased on Operating Expenses and Taxes are rewritten as follows. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant LESSEE shall also pay all interestto LESSOR, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest Additional Rent under the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. HoweverLease, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be promptly responsible for payment of Additional Rent attributable to the Operating Expenses for the Building and diligently prosecuted site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, change based on actual costs and expenses thereof incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in connection therewithany rehabilitation, and perform all acts the performance of reconstruction or other work occasioned by any insured casualty (i.e. as to which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature LESSOR is required to be paid carry insurance hereunder), or by Tenant pursuant the exercise of the right of eminent domain (except to the terms extent of this Lease any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than Base Rent shall constitute Additional Rent (whether those incurred which are of benefit to or not same be designated "Additional Rent") protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and failure by Tenant advertising costs in seeking new tenants; and penalties incurred due to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies LESSOR’S willful violation of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms any direct violation of this Leaseany government order.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and All other sums Tenant must pay to Landlord under this Lease are, in the aggregate, the "Additional Rent," which will be due and payable as provided throughout this Lease. Tenant will pay promptly when due and payable, one hundred percent (collectively, "Impositions"100%) levied, assessed, charged or imposed by of the Operating Expenses and Taxes of the Property which are applicable at any Governmental Authority or other taxing authority for any period prior to or time during the Term of this Lease against as Additional Rent. All such Operating Expenses and Taxes shall be pro-rated for the partial month in which the Commencement Date and Termination Date occur, if applicable. For purposes hereof, "Operating Expenses" will mean (i) all utilities consumed by Tenant at the Property, including without limitation, those for sewer, water, heat, gas, oil, electricity, power and air conditioning (to the extent present at the Property); (ii) Tenant’s maintenance and repair of the Building and improvements at the Property, including but not limited to all regular and seasonal Property landscape and maintenance costs, snow plowing, parking lot maintenance and similar Property maintenance repair costs; (iii) the insurance of the Property carried by Tenant; (iv) ADT or similar security/alarm system service for the Building; (v) sprinkler monitoring service for the Building; and (vi) private garbage removal service. Tenant shall pay all Operating Expenses directly to the entity providing or charging for the same, and with respect to those incurred by Landlord pursuant to the Leased Premises terms hereof, directly to Landlord. Landlord represents and agrees that no party other than the Tenant shall have rights to or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion use of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion Property or any of the Term which falls within such calendar year bears utility or other systems thereon, thus resulting in all Operating Expenses being incurred for the sole benefit of the Tenant. For purposes hereof, "Taxes" will mean all real property taxes, assessments, sewer and water use charges imposed upon the Property by the City of Yonkers and County of Westchester. Excluded from the definition of Taxes are income, inheritance, succession, estate, gift, franchise or transfer taxes, and any and all special assessments attributable to a full calendar year. In case the initial improvements of the Property (i.e. any special taxes which may be payable in installments, only assessments for utility lines or sidewalks associated with the amount initial improvement of each installment payable during a calendar year shall be included in taxes for that calendar year. If received the Property by Landlord, ). Landlord shall provide deliver all Tax bills directly to Tenant a copy of all final tax bill(s) for each calendar year within no later than ten (10) days after receipt thereof by Landlord'▇ ▇▇ceipt of such tax bill(s). , or Tenant may have Tax bills sent directly to Tenant for payment and Tenant shall prepare pay the same directly to the assessing authority. If Landlord shall fail to deliver such Tax bills to Tenant as and file when required, Landlord shall pay all reports required penalties and other costs resulting from the late payment thereof by goveTenant. ▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant ▇▇ agrees that it shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings Tax bills timely given to Tenant on or before the due date therefor. Notwithstanding the above, ▇▇▇▇▇▇ shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or Taxes imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or hereof, and to not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums Taxes or charges may be treated to only pay a portion thereof during the pendency of such challenge, provided Tenant pays any costs, interest and/or penalties imposed by the taxing authority and indemnifies Landlord against any loss, cost or expenses incurred by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leaseconnection therewith.

Additional Rent. In addition to paying the Basic Rent, Tenant shall promptly pay all taxes“Tenant’s Percentage” of the annual “Direct Expenses” (as those terms are defined in Sections 6.1.3 and 6.1.4 of this Lease, assessmentsrespectively) which are in excess of the amount of Direct Expenses applicable to the “Base Year” (as that term is defined in Section 1.16 above); provided, impositionshowever, leviesthat in no event shall any decrease in Direct Expenses for any “Expense Year” (as that term is defined in Section 6.1.5 below) below Direct Expenses for the Base Year entitle Tenant to any decrease in Basic Rent or any credit against sums due under this Lease. Such payments by Tenant, charges, excises, fees, licenses together with Parking Fees and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount charges to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls hereunder shall be prorated per diem so that considered “Additional Rent” for purposes of this Lease. The term “Rent” as used in this Lease means Basic Rent and Additional Rent and all other amounts payable by Tenant pursuant to this Lease. When no other specific time is liable only stated herein for so much payment, payment of such taxes as the portion of the Term which falls within such calendar year bears any amount due from Tenant to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year Landlord hereunder shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year made within ten (10) business days after Tenant’s receipt of Landlord'▇ ▇▇ceipt of such tax bill(s)’s invoice or statement therefor. Tenant All Rent shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereofwithout prior demand and without any deduction or offset except as expressly specified herein, copies in lawful money of all settlements and notices pertaining the United States of America or by ACH electronic transfer, at the address designated in Section 1.2 hereof, or to such other person or at such other place as Landlord may from time to time designate in writing. Without limitation on other obligations of Tenant which survive the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year expiration of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result obligations of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute the Additional Rent hereunder for which Tenant is responsible with respect to shall survive the Leased Premises in accordance with expiration of the terms of this LeaseTerm.

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant shall promptly pay under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all taxesexpenses relating to compliance with laws, assessmentsand all other costs, impositions, leviesfees, charges, excisesexpenses, feesreimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, licenses and other sums and/or the Expansion Land (collectively, "Impositions"defined below) levied, assessed, charged (whether or imposed not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by any Governmental Authority or other taxing authority for any period prior to or reason of events occurring during the Term of this Lease against or with respect which relate to the Leased Premises performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the Base contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent or and Additional Rent shall be payable hereunderwithout previous demand therefor and without any right of setoff or deduction whatsoever. The amount to All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid by Tenant on account with the next installment of taxes during the last calendar years in which Basic Rent falling due. Rent for any portion of the Term falls partial month shall be prorated per diem so that Tenant is liable only for so much of such taxes as on the portion basis of the Term which falls number of days within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year month and paid within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty later of (30a) days after paymentinvoice from Landlord or (b) the Commencement Date. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties Basic Rent and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions Additional Rent are sometimes collectively referred to above in such manner that exposes Landlord to (i) criminal liability, penalty as "Rent" or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rentrent.") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Lease.

Additional Rent. In addition to the Base Rent reserved by Section 4.01, and notwithstanding that the payment of Base Rent does not commence until the Rent Commencement Date, commencing on the Lease Commencement Date and continuing throughout the Lease Term, Tenant shall promptly pay all taxespay: (i) in respect of the Premises and the Building Common Area, assessments(a) Tenant’s Building Share of Operating Expenses; (b) Tenant’s Building Share of Insurance Expenses; (c) Tenant’s Building Share of Real Property Taxes; and (d) a management fee (the “Management Fee”), impositionspayable on a monthly basis, leviesin advance, chargesat the same time and in the same manner applicable to monthly installments of Base Rent, excisesin an amount equal to three percent (3%) of the then applicable monthly installment of Base Rent (for purposes of computing the Management Fee pursuant to this Section 4.01, fees, licenses the Base Rent due for each of the first eight (8) months of the Lease Term shall be deemed to be $180,657.00 per month); and other sums (collectively, "Impositions"ii) levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to LandlordProject Common Area, (ia) within ten Tenant’s Project Share of Operating Expenses, (10b) days after Tenant's receipt thereof, copies ’s Project Share of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental AuthorityInsurance Expenses, and (iic) receipts for Tenant’s Project Share of Real Property Taxes. As used herein, the term “Tenant’s Share” shall mean Tenant’s Building Share or Tenant’s Project Share (as defined below), as applicable. All of the foregoing payments of all such Impositions made during each calendar year of Operating Expenses, Insurance Expenses, Real Property Taxes, and the TermManagement Fee, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest together with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all lossesother amounts (other than Base Rent), judgmentswhether or not contemplated, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than are referred to herein, collectively, as “Additional Rent,” and Base Rent shall constitute and Additional Rent (whether are referred to herein, collectively, as “Rent.” Notwithstanding anything to the contrary herein, Landlord may elect, at its sole and absolute discretion, instead of charging Tenant the Tenant’s Share of certain Operating Expenses, Insurance Expenses and or not same be designated "Additional Rent") and failure by Property Taxes, to charge to Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect one hundred percent (100%) of such expenses to the Leased extent such expenses are incurred solely in connection with Tenant’s occupancy or use of the Premises, including, without limitation, the cost of separately metered utilities servicing the Premises in accordance with or taxes or special assessments related solely to Tenant’s occupancy or use of the terms of this LeasePremises.

Additional Rent. Tenant Lessor and Lessee acknowledge that Lessor is obligated to pay additional rent under the Prime Lease for taxes, operating expenses, insurance, common area maintenance charges and other expenses incurred in connection with the Property (hereinafter "Additional Rent"). Lessor and Lessee agree that Lessee shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent under the Prime Lease subject to reimbursement by Lessor for its proportionate share of such Additional Rent. To the extent any Additional Rent is or becomes payable hereunder. The amount to be paid by Tenant on account of taxes during Prime Lessor directly under the last calendar years in which any portion terms of the Term falls shall be prorated per diem so that Tenant is liable only for so much of Prime Lease, Lessor and Lessee agree to pay such taxes as the portion of the Term which falls within such calendar year bears amounts directly to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after paymentPrime Lessor. In the event that any such Additional Rent shall remain payable directly by Lessor after the Tenant fails Commencement Date, Lessor shall be entitled to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result reimbursement by Lessee for Lessee's proportionate share of such failure to pay when duesums. The Tenant may contest Lessor's proportionate share is calculated by dividing the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection rentable area of the Imposition so contested. The Landlord, at First Floor Retained Premises and Second Floor Retained Premises (as applicable) by the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance rentable area of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid premises leased by Tenant Lessor pursuant to the terms Prime Lease. In the event the rentable area of this Lease other than Base Rent shall constitute Additional Rent (whether the First Floor Retained Premises or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums Second Floor Retained Premises or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies the area of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect the premises leased pursuant to the Leased Prime Lease shall be changed during the Term, then Lessee's proportionate share shall be recalculated. Lessee's proportionate share is calculated by dividing the rentable area of the Premises in accordance with and by the terms rentable area of this the premises leased by Lessor pursuant to the Prime Lease.

Additional Rent. Tenant (a) With respect to the Subleased Premises, during the Term, Sublessee shall promptly pay all taxesto Sublessor as “Additional Rent” as follows: (i) Any items specified in the Prime Lease to be additional rent and any other sums of money, assessments, impositions, leviescosts, charges, excisesadjustments, feesincreases, licenses rent or additional rent payable by Sublessor to Landlord under the Prime Lease (including, without limitation, overtime charges for HVAC) attributable to the Subleased Premises or the use and occupancy thereof by Sublessee, or to any alteration or Change (as such term is defined in the Prime Lease), made or to be made therein by or for Sublessee, provided, that, for the purposes of calculating the amount of Additional Rent payable by Sublessee to Sublessor in respect of Taxes, the “Tenant’s Proportionate Share” (as defined in the Prime Lease) shall be deemed to be 11.12% (subject to adjustment in event of any reduction in the size of the Building or the Subleased Premises as a result of a casualty or condemnation) of the Premises, with all other sums terms having the same meanings ascribed to them in Article 5 of the Prime Lease, except that the “Base Tax Year” (collectively, "Impositions"as defined in the Prime Lease) levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term purposes of this Lease against or Sublease shall mean the calendar year 2007 (i.e. one-half of the amount of Taxes in respect of the 2006/2007 Tax Year plus one-half of the amount of Taxes in respect of the 2007/2008 Tax Year). Except as modified by this Sublease, with respect to the Leased Premises or Subleased Premises, the Base Rent or Additional Rent payable hereunder. The amount to for Taxes shall be paid by Tenant on account of taxes during calculated in accordance with the last calendar years in which any portion terms of the Term falls Prime Lease. Notwithstanding anything to the contrary contained in the Prime Lease, Sublessee shall have no obligation to pay to Sublessor any Operating Expense Payment (as defined in the Prime Lease). (ii) Additional Rent due for electricity payable by Sublessor to Landlord with respect to the Subleased Premises pursuant to the terms of Section 16 of the Prime Lease, which electricity is currently measured by an existing submeter. With respect to the existing submeter, which measures the electricity consumption in the Subleased Premises and the balance of the 17th floor on which the Subleased Premises is located, Sublessee shall pay for Sublessee’s “Usage” (as defined in Section 16.02(a) of the Prime Lease), which shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion equal to Sublessee’s proportionate share of the Term which falls within electricity consumption measured by such calendar year bears submeter. Sublessee shall have the right, upon written notice given to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year Sublessor within ten (10) days after Landlord'▇ ▇▇ceipt Sublessor gives Sublessee an invoice, to contest Sublessee’s Usage shown on such invoice, provided that Sublessee shall pay to Sublessor the amount due as shown on such invoice in accordance with Article 16 of the Prime Lease. If Sublessee shall so contest an invoice for electricity, then Sublessor shall, at Sublessee’s cost and expense, cause the electricity consumption measured by such tax bill(sexisting submeter to be surveyed by an independent electrical consultant designated by Sublessor to determine whether the cost billed to Sublessee for Sublessee’s Usage equitable reflects Sublessee’s hours of operation and the quantity of electrical equipment in the Subleased Premises. In the event such survey determines that Sublessee’s actual electricity consumption for the period shown on Sublessor’s invoice was at least ten percent (10%) less than Sublessee’s Usage shown on Sublessor’s invoice, then Sublessor shall credit such difference against the next invoice to Sublessee for electricity and Sublessor shall thereafter use commercially reasonable efforts to monitor the consumption of electricity by all subtenants measured by such existing submeter. If Sublessee or the other 17th floor subtenant(s) shall consume unreasonable amounts of electricity for more than a de minimis period of time, Sublessor shall use good faith efforts to implement a mutually agreeable process to monitor and assess the consumption of electricity by Sublessee and the other 17th floor subtenant(s). Tenant If a submeter(s) shall prepare be installed that shall measure only the electricity consumption in the Subleased Premises, (x) Sublessee’s Usage shall be equal to 100% of the electricity consumption shown on such submeter(s), (y) Sublessee shall have no further right to contest an invoice for electricity from Sublessor and file Sublessee shall pay Sublessor for such Usage in accordance with Article 16 of the Prime Lease and (z) Sublessee shall, during the Term of this Sublease, pay for all reports costs and expenses to maintain and repair such submeter(s). (b) Sublessee shall pay to Sublessor the Additional Rent at the time and in the manner Sublessor is required by gove▇▇▇▇ntal authorities which relate to pay the Impositions to be paid hereunder. Tenant shall deliver same to Landlord, as set forth in the Prime Lease. Except as expressly provided herein, all other additional rent, charges, fees or other amounts payable under this Sublease or the Prime Lease by Sublessee shall be payable within fifteen (i15) days of written demand therefor. (c) The initial demand for Additional Rent payable pursuant to this Section 4 and any subsequent demand for increases in Additional Rent shall be accompanied by copies of any invoices, bills or other documentation evidencing such Additional Rent which Sublessor shall have received from Landlord in connection therewith. Notwithstanding the foregoing, any failure by Sublessor to make a demand under the provisions of this Sublease, shall not in any way be a waiver, or cause Sublessor to forfeit or surrender its rights to collect, any Fixed Rent or Additional Rent that may have become due pursuant to the terms of this Sublease. (d) Sublessor shall credit Sublessee, its proportionate share of any refunds received by Sublessor from Landlord under the Prime Lease on account of any overpayment of Additional Rent for which Sublessee has paid Sublessor under this Sublease; provided, however, that Sublessor shall be entitled to deduct from the aggregate of the amount of such refund Sublessee’s proportionate share of any and all costs and expenses, including, without limitation, reasonable attorneys’ fees, consultants fees and disbursements, incurred by Sublessor in connection with the obtaining of any such refunds. Sublessee shall pay to Sublessor, as Additional Rent, within ten (10) days after Tenant's receipt demand therefor, Sublessee’s proportionate share of any amounts (plus interest, if any) due Landlord under the Prime Lease on account of any underpayment of Additional Rent payable under this Sublease, including, without limitation, Additional Rent payable hereunder on account of Taxes due under Article 5 of the Prime Lease. (e) All amounts payable by Sublessee to Sublessor pursuant to this Sublease, including, without limitation, Fixed Rent and Additional Rent, shall be deemed to be and shall constitute rent for all purposes hereunder and, in the event of any non-payment thereof, copies of Sublessor shall have all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Termrights and remedies provided herein, within thirty (30) days after paymentat law or in equity for non-payment of rent. In the event that the Tenant fails The obligation of Sublessee to pay any Impositions prior all amounts to becoming delinquent, Tenant Sublessor hereunder shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest survive the amount Expiration Date or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms earlier termination of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this LeaseSublease.

Additional Rent. Tenant Subtenant shall promptly pay to Sublandlord as "Additional Rent" when the same is due under the Master Lease all taxesamounts set forth in Sections 6, assessments7, impositions8 and 10 of the Fourth Amendment to Lease dated March 31, levies2010 (“Fourth Amendment”), chargesby and between Sublandlord and Master Landlord, excisesas well as $12,501 per annum, feespayable in monthly installments of $1,041.75, licenses for Subtenant’s contribution for parking lot expenses. All Base Rent and other sums (collectivelyAdditional Rent is collectively referred to as, "ImpositionsRent") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event Subtenant is required to make a payment to Sublandlord pursuant to Section 10 of the Fourth Amendment, Sublandlord agrees to take commercially reasonable efforts to assist Subtenant as Subtenant may from time to time request in seeking to collect any such amounts from Southwest Florida Health System, Inc. (“Consult-A-Nurse”), however, Subtenant shall reimburse Sublandlord for any all reasonable costs and expenses (including reasonable attorneys' fees) actually incurred by Sublandlord in connection therewith. If Subtenant gives notice to Sublandlord requesting that Sublandlord institute an appropriate action or proceeding for the Tenant fails enforcement of said obligations against Consult-A-Nurse and Sublandlord shall fail to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as do so within a result reasonable time after Subtenant’s written request therefor (no less than 20 days after receipt of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. Howeverwritten request), the Tenant then Subtenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt institute an appropriate action or proceeding against Consult-A-Nurse in the name of Sublandlord to settle or compromise such contest through negotiations. Tenant shall pay enforce Sublandlord’s rights under the Office Building Lease for the fourth floor of the Premises between Sublandlord and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts Consult-A-Nurse which shall be levied, assessed, charged or imposed or be determined are applicable to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid Subtenant by Tenant pursuant to the terms virtue of this Lease other than Base Rent provision (and Sublandlord shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay reasonably cooperate with such other sums or charges reasonable requests of Subtenant as may be treated by Landlord as a failure by Tenant necessary to pay Base Rent. Tenant shall promptly deliver enable Subtenant to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises proceed in accordance with the terms of this LeaseSublandlord’s name).

Additional Rent. Tenant shall promptly pay all taxes(1) Basic Rent hereunder includes an allowance for Taxes and Operating Costs (as those terms are hereinafter (defined) based on the Landlord's expected costs and expenses for the Premises, assessments, impositions, levies, charges, excises, fees, licenses the Building and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion Property as of the Term falls shall be prorated per diem so Commencement Date. If at any time (and from time to time) during the Term, the Landlord estimates that Tenant is liable only the amount by which the aggregate of Taxes and Operating Costs incurred by the Landlord for so much of such taxes as the portion of the Term which falls within such any given calendar year bears to a full calendar year. In case of special taxes which may be payable will exceed Six Dollars ($6.00) for each rentable square foot in installmentsthe Premises, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to the Tenant a copy with written notice of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt the estimated amount payable by the Tenant in respect of the Tenant's Percentage of such tax bill(s)deficit amount. Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to Commencing with the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after next scheduled monthly rental payment following the Tenant's receipt thereofof such notice, copies of all settlements and notices pertaining the Tenant shall prepay to the Impositions provided Landlord, as Additional Rent hereunder and in the same manner as Basic Rent, 1112 of the annual amount specified by the Landlord, which may prepayments the Landlord agrees shall be issued by any Governmental Authorityapplied, and (ii) receipts for payments without interest, to such amounts as they actually become payable. As soon as any- such amounts so payable are actually determined, but no later than April 30 of all such Impositions made during each calendar year year, the Landlord shall notify the Tenant of any overpayments or underpayments made by the TermTenant. If the Tenant has made an underpayment, the Tenant shall pay the underpaid amount to the Landlord within thirty (30) days after paymentof receiving said notice. In the event that If the Tenant fails to pay any Impositions prior to becoming delinquenthas made an overpayment, the Landlord shall credit the Tenant shall also pay all interest, penalties and other amounts payable as a result the amount of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in overpayment against future Basic Rent due under this Section 4.2 by appropriate proceedings. HoweverLease. (2) As used herein, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to "QPERATING COSTS" means (ix) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all lossescharges, judgmentscosts, decrees expenses, and costs (including all obligations of every kind and nature whatsoever as the Landlord may from time to time actually incur in good faith with regard to the Premises or the operation or maintenance thereof, except as otherwise expressly agreed in this Lease, including, without limiting the generality of the foregoing, reasonable attorneys' fees and expenses) incurred by the Landlord in connection with any such contest amendments to, consents under and shall, promptly subleases and assignments of this Lease requested by the Tenant and in connection with the enforcement of rights and pursuit of the remedies of the Landlord under this Lease (whether during or after the final determination expiration or termination of the Term of this Lease), and (y) thirty-three percent (33 %) or such contest, fully pay other percentage as the rentable square footage of the Premises bears to the rentable square footage of the Building (currently 5,800 square feet) from time to time ("TENANT'S PERCENTAGE") of Common Expenses as hereinafter defined. "COMMON EXPENSES" shall mean any and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interestcharges, costs and expenses thereof or of every kind and nature whatsoever, which the Landlord may from time to time actually incur and the reasonable value, based on competitive rates, of any materials and services which the Landlord may provide in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible good faith with respect to the Leased ownership, operation and maintenance of the Building and the Property, including, without limitation, (i) making repairs to and undertaking maintenance of the Building and the Property, including all alterations and improvements to the common areas of the Building; (ii) providing utilities, including heat, water, sewer, air conditioning and ventilation, to the Premises and to the common areas of the Building, expressly excluding electricity service, for which the Tenant shall pay a separate charge as provided in accordance Paragraph 9; (iii) providing daily cleaning and rubbish removal from. the common areas; (iv) providing watering, landscaping and lawn care for the Property; (v) sanding, plowing and removal of snow and ice from driveways, walkways and parking areas; (vi) maintaining casualty and liability insurance with respect to the terms Landlord, the ; Premises, the Building and the Property; and (vii) reasonable administrative and management costs of this Lease.the Landlord. Notwithstanding the foregoing, Operating Costs shall not include the following;

Additional Rent. Tenant shall promptly pay all costs, expenses, taxes, assessmentsand obligations of every kind and nature whatsoever relating to Tenant’s interest in the Premises and the appurtenances to and the use and occupancy thereof by Tenant or anyone claiming by, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged through or imposed by any Governmental Authority under Tenant hereunder which may arise or other taxing authority for any period prior to or become due during the Term of this Lease against or with respect to the Leased Term (including all real estate taxes and insurance premiums, electricity, gas, water, sewer, telephone, refuse disposal, security, janitorial, waste disposal, and other charges for any similar utilities and services supplied to the Premises and actual out-of-pocket, costs payable by Landlord, Tenant or anyone claiming by, through or under Tenant as Tenant hereunder arising by virtue of Tenant’s use and occupancy of the Base Rent Premises during the Term), provided that Landlord and Tenant shall pro-rate taxes and similar obligations that accrue for periods outside of, but are billed in, the Term. Any amount or Additional Rent payable hereunder. The amount payment obligation herein relating to the Premises that is not expressly declared in this Lease to be paid that of Landlord shall be deemed to be an obligation of Tenant to be performed by Tenant on account of taxes during at Tenant’s expense. Tenant assumes the last calendar years in which any portion sole responsibility for the condition, use, operation, maintenance, repair, restoration and management of the Term falls Premises and Landlord shall have no responsibility in respect thereof except that Landlord shall be prorated per diem so responsible for, and shall undertake at Landlord’s expense, all structural repairs or replacements; and, shall undertake all repairs to or replacement of mechanical, electrical, HVAC, plumbing or life safety systems in the building, in excess of Two Hundred Thousand Dollars ($200,000) in the aggregate. Notwithstanding the foregoing, the parties agree that Tenant is liable only for so much of such taxes may undertake emergency repairs without notice or delay, as necessary to maintain Tenant’s operations, and to the portion extent repairs are the responsibility of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to reimburse Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Termaccordingly, within thirty (30) days after paymentof presentment of an invoice for the same. In the event that the Should Landlord fail to reimburse Tenant fails to pay any Impositions prior to becoming delinquentas provided herein, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest deduct unpaid sums from the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than next ensuing Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this LeaseRental installment(s).

Additional Rent. 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 shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses with a statement of the Operating Expenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or Taxes during such year and a computation of the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunderowed by Tenant for such Operating Period (“Expense Statement”). The 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 such statement shows that the actual amount to be Tenant owes for such Operating Period is more than the estimated Additional Rent paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installmentsOperating Period, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to pay the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, difference within thirty (30) days after paymentTenant’s receipt of the Expense Statement. In 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 future monthly payments attributable to Rent, or if this Lease has expired, such amount shall be refunded to Tenant. Unless adjusted as a result of an audit by Tenant conducted pursuant to the express terms of this Lease, the Operating Expenses, Taxes and Additional Rent set forth in the Expense Statement shall be binding upon Tenant. Provided, however, that in the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result Term of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to LandlordLease expires, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant is terminated pursuant to the terms of this Lease Lease, on a date other than Base 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 constitute 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 thirty (whether or 30) 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 same be designated "thereafter seek from Tenant any additional payment of Additional Rent") Rent if the actual Operating Expenses and failure Taxes for such Operating Period are greater than those reflected in the Final Expense Estimate, but Landlord shall refund to Tenant any excess funds paid by Tenant to timely pay Landlord should the actual Operating Expenses and Taxes for such other sums or charges may Operating Period be treated by less than those reflected in the Final Expense Estimate. 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 (120) days after the end of the final Operating Period contained in the Term, as a failure by provided above, and the Additional Rent shown in such Expense Statement shall be due from Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies within thirty (30) days after Tenant’s receipt of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leasesuch statement.

Additional Rent. Tenant shall promptly pay In addition to the Base Rent under Paragraph 4 above, any and all taxes, assessments, impositions, levies, charges, excises, fees, licenses and expenses or other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior Subtenant is required to or during pay under the Term terms of this Sublease, including, without limitation, any additional rent required under the Master Lease against or shall be deemed additional rent (“Additional Rent,” and together with Base Rent, “Subtenant’s Rent”) and shall be paid by Subtenant. Sublandlord shall have the same rights and remedies with respect to payment of Additional Rent as Sublandlord shall have with respect to the Leased Premises Base Rent. Subtenant shall remain responsible for Subtenant’s Rent and any other charges, expenses or other sums which first arise, accrue or are invoiced at any time during or after the Base Rent expiration of the Sublease Term, whether by Sublandlord or Additional Rent payable hereunder. The amount Master Landlord, to be paid by Tenant on account of taxes the extent they arise or accrue with respect to any period during the last calendar years Sublease Term from any liabilities or obligations of Subtenant under the provisions of this Sublease (including any obligations under the Master Lease which are incorporated herein as liabilities or obligations of Subtenant). Notwithstanding anything to the contrary set forth in which this Sublease, Subtenant shall not be required to pay any Additional Rent, or to perform any obligation that is (i) allocable to any period of time prior to the Sublease Commencement Date or following the expiration or sooner termination of the Sublease (for any reason other than Subtenant’s default), (ii) allocable to any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as Master Premises other than the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to LandlordSublease Premises, (iiii) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity a default by Sublandlord of any Imposition described in this Section 4.2 by appropriate proceedings. Howeverof its obligations under the Master Lease, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection as a result of the Imposition so contested. The Landlordgross negligence or willful misconduct of Sublandlord or any of its agents, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty employees or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlordcontractors, or (iiiiv) defeasance are incurred for the sole and exclusive benefit of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this LeaseSublandlord.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and All monies other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the than Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant Sublessor under the Master Lease as to the terms Subleased Premises, including, without limitation, any amounts payable by Sublessor to Master Lessor as “Direct Expenses” (as defined in Section 4.2.2 of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent"the Master Lease) and failure by Tenant to timely pay such other sums or charges may be treated by Landlord costs of utilities under Section 6.1 of the Master Lease, as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receiptsincorporated herein, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Subleased Premises shall be paid by Sublessee hereunder as and when such amounts are due under the Master Lease, as incorporated herein. All such amounts shall be deemed additional rent (“Additional Rent”). Base Rent and Additional Rent hereinafter collectively shall be referred to as “Rent”. Sublessee and Sublessor agree, as a material part of the consideration given by Sublessee to Sublessor for this Sublease, that Sublessee shall pay all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with this Sublease, the Master Lease as to the Subleased Premises, or the Subleased Premises, such that Sublessor shall receive, as a net consideration for this Sublease, the Base Rent payable under Paragraph 4.A hereof. Notwithstanding anything in this Sublease to the contrary, Additional Rent shall not include, and Sublessee shall have no obligation to pay for: (a) any charges that apply solely to the 100 Premises/100 Building (e.g., real estate taxes on leasehold improvements therein), (b) late fees or penalties assessed against Sublessor as a result of Sublessor’s acts or omissions, (c) charges incurred as a result of excess or additional services specifically requested by Sublessor for the 100 Premises/100 Building or for or including the Subleased Premises without Sublessee’s consent or as a result of Sublessee’s actions (including after hours utilities), and (d) the cost of utilities and services consumed by Sublessor in the 100 Premises in accordance with excess of the terms reasonable and normal use of this Leasea comparable office user in the Project (such as for labs or server rooms in the 100 Premises/100 Building), in which event Sublessor shall reasonably apportion the utilities portion of the Direct Expenses payable by Sublessee.

Additional Rent. Tenant shall promptly pay all taxesIn addition to the Base Rent, assessmentsSublessor is obligated under the Prime Lease for additional payments and reimbursement to the Prime Landlord in respect of Common Area Maintenance, impositionsutility, leviesinsurance, charges, excises, fees, licenses real estate taxes and other expenses together with an independent obligation to maintain the Subleased Premises, all as more specifically set for in the Prime Lease attached as Exhibit B. Any and all such sums (collectively, "Impositions") levied, assessed, charged as may be or imposed by any Governmental Authority or other taxing authority for any period prior to or shall become due during the Term of this Lease against or Sublease are the responsibility of Sublessee and shall be deemed Additional Rent (together with respect the Base Rent, “Rent”) due hereunder. All payments due under this Sublease shall be considered “rent” for all purposes. Pursuant to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion terms of the Term falls shall be prorated per diem so that Tenant Prime Lease, Prime Landlord is liable only required to reconcile the actual expenses for so much of such taxes the Premises as compared to the portion of estimated payments made throughout the Term which falls within such calendar year bears to a full preceding calendar year. In case Following Sublessor’s receipt of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by such reconciliation from Prime Landlord, Landlord Sublessor shall provide to Tenant promptly forward a copy of all final tax bill(s) such reconciliation to Sublessee, and there shall be an adjustment between Sublessor and Sublessee for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt any over or under payment of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate Additional Rent items for the preceding calendar year, with payment to Sublessor or credit to Sublessee against the Impositions to be paid hereunder. Tenant shall deliver to Landlord, next installment of Additional Rent (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to or refund following the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year expiration of the TermSublease term), as the case may require, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result Sublessor’s delivery of such failure reconciliation to pay when dueSublessee. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection A summary of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord is annexed hereto as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Lease.Exhibit C.

Additional Rent. In addition to the Base Rent as set forth in Article 3 herein, Tenant shall promptly pay Landlord “Additional Rent,” which term shall be defined to include, but not be limited to, the following: (a) All Operating Costs (as defined in Section 4.4) associated exclusively with Leased Premises; (b) Tenant’s Proportionate Share (as defined in Section 4.2) of Operating Costs for the CSLSC, the Land and the Common Areas, and which are not exclusively associated with a specific building within the CSLSC; (c) any sum owed for separately metered utilities, if any, including, without limitation, electricity, gas and telephone and data services; (d) to the extent paid by Landlord, all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority charges for any period prior insurance coverage required to or be maintained pursuant to Article 12 hereof during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten Lease; and (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (iie) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All other sums and charges of whatsoever nature required to be paid owed by Tenant pursuant to the terms of this Lease or otherwise arising in connection with Tenant’s occupancy of the Leased Premises. Any other than Base Rent shall constitute Additional Rent (whether operating costs or not same be designated "Additional Rent") expenses related to Tenant’s use and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies occupancy of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises that are paid directly by Tenant shall not be included in accordance Additional Rent and Landlord/Building Management shall not be responsible for any such services or other obligations, of any kind whatsoever, related to these items. If Landlord subdivides and legally partitions the parcel of Land associated with planned building B of the terms CSLSC, Tenant’s Proportionate Share of Operating Costs shall not include any taxes or site maintenance for that subdivided and legally partitioned unimproved parcel of the Land until such time improvements commence for the development and construction of building B. For purposes of this Lease, Base Rent and Additional Rent shall hereinafter be collectively referred to as “Rent.”

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority A. As part of the consideration for any period prior to or during the Term execution of this Lease against Agreement, and in addition to the Base Rent specified above, Tenant covenants and agrees to pay, for each calendar year during the Term, as additional rent (the “Additional Rent”), Tenant’s pro rata share of the Operating Expenses (as hereinafter defined) for that year. Tenant’s pro rata share shall be a fraction, the numerator of which is the Net Rentable Area in the Leased Premises and the denominator of which is the Net Rentable Area in the Building. B. All Operating Expenses shall be determined in accordance with generally accepted accounting principles, consistently applied and shall be computed on the accrual basis. The term “Operating Expenses” as used herein shall mean all expenses, costs and disbursements in connection with the ownership, operation, management, maintenance and repair of the Building, the Land, related pedestrian walkways, landscaping, fountains, roadways and parking facilities (including the Garage [as defined on Exhibit C]), and such additional facilities to service any of the foregoing in subsequent years as may be necessary or desirable in Landlord’s reasonable discretion (the Building, the Land and said additional facilities being hereinafter sometimes referred to as the “Complex”), including but not limited to the following: (1) Wages and salaries of all employees engaged in the operation, security, cleaning and maintenance of the Complex, including customary taxes, insurance and benefits relating thereto, allocated based upon the time such employees are engaged directly in providing such services, but not above the level of property manager. (2) All supplies, tools, equipment and materials used in operation and maintenance of the Complex. (3) Cost of all utilities for the Complex, including but not limited to the costs of water, electricity, gas, heating, lighting, air conditioning and ventilation; provided, however, in the event that Landlord elects to meter or sub-meter any or all of the aforementioned utilities in accordance with respect Section 7.E hereof, Operating Expenses shall not include the cost of such metered or sub-metered utilities provided to the Leased Premises or the Base Rent leased premises of the other tenants in the Complex. (4) Cost of all janitorial service, maintenance and service agreements for the Complex and the equipment therein, including alarm service, security service, window cleaning, janitorial service, trash removal and elevator maintenance. (5) Cost of all insurance relating to the Complex which Landlord may elect to obtain, including but not limited to casualty and liability insurance applicable to the Complex and Landlord’s personal property used in connection therewith; the amount of the commercially reasonable deductible paid by Landlord or Additional Rent payable hereunderdeducted from any insurance proceeds paid to Landlord shall also constitute an Operating Expense. (6) Accounting costs and audit fees attributable to Landlord’s ownership of the Complex, including without limitation in connection with tax returns. The All taxes and assessments and other governmental charges (whether federal, state, county or municipal and whether they be by taxing districts or authorities presently taxing the Leased Premises or by others subsequently created or otherwise) and any other taxes and improvement assessments attributable to the Complex, or its operation or the revenues or rents received therefrom (whether directly or indirectly through the use of a franchise, margin or other similar tax and whether or not such taxes allow for the deduction of expenses in calculating the base amount on which the tax is levied) but excluding, however, federal and state taxes on income (collectively, “Taxes”); provided, however, that if at any time during the Term, new taxes, assessments, levies, impositions or charges are imposed on the rents received from the Complex or the rents reserved herein or any part thereof (whether directly or indirectly through the use of a franchise, margin or other similar tax), or the present method of taxation or assessment shall be so changed that the whole or any part of the taxes, assessments, levies, impositions or charges now levied, assessed or imposed on real estate and the improvements thereof shall be discontinued and as a substitute therefor, or in lieu of an increase to the tax rate thereof, taxes, assessments, levies, impositions or charges shall be levied, assessed and/or imposed wholly or partially as a capital levy or otherwise on the rents received from the Complex or the rents reserved herein or any part thereof (whether directly or indirectly through the use of a franchise, margin or similar tax and whether or not such taxes allow for the deduction of expenses in calculating the base amount on which the tax is levied), then such substitute or additional taxes, assessments, levies, impositions or charges, to the extent so levied, assessed or imposed, shall be deemed to be paid by included within Taxes to the extent that such substitute or additional tax would be payable if the Complex were the only property of the Landlord subject to such tax. It is agreed that Tenant will also be responsible for ad valorem taxes on account its personal property and on the value of taxes leasehold improvements to the extent that the same exceed standard building allowance, provided, however, that such amount(s) is(are) expressly set out in the tax statements from the taxing authorities, or are reasonably determinable from tax statements that pertain specifically to the Leased Premises, even if no reference is made in such statements to “standard building allowance” or similar concepts. (7) Amortization of the cost of installation of capital investment items that have been (whether before or during the last calendar years in which any portion Term) or are hereafter installed for the purpose of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes reducing Operating Expenses or which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities any laws, ordinances, orders, rules, regulations and requirements which are amended, become effective or are interpreted differently after the Commencement Date which impose any duty with respect to or otherwise relate to the use, condition, occupancy, maintenance or alteration of the Complex. All such costs which relate to the Impositions installation of such capital investment items shall be amortized over the reasonable life of the capital investment item, with the reasonable life and amortization schedule being determined in accordance with generally accepted accounting principles as reasonably determined by Landlord. (8) The property management fees incurred by Landlord, in no event to exceed four percent (4%) of the gross revenues (but expressly excluding parking revenues) received by Landlord on the Complex. (9) Cost of repairs and general maintenance (excluding repairs and general maintenance paid by proceeds of insurance or by Tenant or other third parties) for the Complex. (10) The reasonable rental value of the Building management office (which shall not exceed 3,000 square feet of Net Rentable Area). (11) All costs incurred by Landlord for the purpose of reducing Operating Expenses, including, without limitation, the cost of all tax protests (subject to the provisions set forth in Section 6.B(7) above. C. Notwithstanding anything contained in this Lease Agreement to the contrary, the following shall not be included in or considered as Operating Expenses: (1) Except as set forth in Section 6.B(7) above, expenditures classified as capital expenditures, including without limitation, capital improvements, capital repairs, capital equipment and capital tools, under generally accepted accounting principles consistently applied, including rental payments with respect to capital items, or any non-cash charges such as depreciation or amortization. All costs incurred for the acquisition and renovation, construction and improving of the Complex and Garage, and readying same for occupancy and use, including without limitation tap fees or other one-time utility charges and initial installation of landscaping improvements, light fixtures and other items, even if the replacement thereof is permitted to be paid hereunderincluded in Operating Expenses shall be excluded from Operating Expenses. (2) Advertising, promotional expenses, leasing commissions, attorneys fees, costs and disbursements and other expenses incurred in connection with the leasing of the Complex or negotiations or disputes relating to leasing and lease interpretations with tenants or prospective tenants or other occupants of the Complex. Tenant Personnel costs of persons on-site and off-site to the extent same are engaged in leasing activities shall deliver be excluded from Operating Expenses. Gifts, meals and entertainment expenses incurred with tenants, tenant prospects and brokers shall be excluded from Operating Expenses. (3) The cost of repairs or other work occasioned by any casualty which is covered by insurance or coverable by standard all risk property insurance available in Texas, or by the exercise of the right of eminent domain or otherwise reimbursed to Landlord from another source, net of deductibles carried by Landlord, and reasonable out-of-pocket cost of adjustment. (4) Landlord’s cost of HVAC, electricity, water, janitorial and other services or benefits sold or provided to tenants in the Complex and for which Landlord is entitled to be reimbursed by such tenants as a separate additional charge or rental over and above the base rent or additional rent payments payable under the lease agreement with such tenant. The cost of providing HVAC services to other tenants at times or in quantities in excess of that made available to Tenant without special charge under this Lease Agreement, and the cost of providing electricity, water, janitorial or other services to other tenants in quantities or at specifications in excess of that made available to Tenant without special charge under this Lease Agreement, shall be excluded from Operating Expenses regardless of whether Landlord offers such services to other tenants without special charge under the terms of such other tenants’ leases. (5) All costs (including permit, license and inspection fees), however paid, in demolishing, removing, completing, fixturing, furnishing, renovating, decorating or otherwise altering or improving space for tenants or other occupants of the Complex or for vacant space, or for any management office, including space planning, interior design and engineering work. (6) Except as set forth in Section 6.B(7) above, all costs incurred by Landlord in connection with the design or construction of the Complex or any equipment therein and related facilities, the correction of defects in design, construction or in the discharge of Landlord’s obligations under Exhibit G attached to this Lease Agreement. (7) Except as set forth in Section 6.B(7) above, all costs of removing, remediating, encapsulating and/or monitoring any hazardous waste, substance or material, including, without limitation, asbestos containing materials, but excluding automotive fuels discharged in driving and parking areas of the Complex. Notwithstanding Section 6.B(7) above, all operating and capital costs required by or incurred in connection with (i) within ten (10) days after Tenant's receipt thereof, copies the installation of all settlements and notices pertaining to the Impositions provided hereunder which may be issued any capital improvement required by any Governmental Authoritylaw, and (ii) receipts for payments of all such Impositions made during each calendar year of ordinance or regulation enacted before the TermEffective Date, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquentincluding, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. Howeverwithout limitation, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent Americans with Disabilities Act, the Texas Architectural Barriers Act, the Houston Life Safety Ordinance, but excluding any changes in interpretations, enforcement or stay ruling thereon after the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanctionEffective Date, (ii) any civil liability, penalty the existence of chlorofluorocarbons (freon) in the Complex heating ventilation and air conditioning system or sanction for which Tenant has not made provisions reasonably acceptable to Landlordvariable air volume system, or (iii) defeasance any future asbestos abatement of its interest the Leased Premises. Tenant agrees that each such contest Complex shall be promptly excluded from Operating Expenses. (8) All costs, including without limitation fines, penalties and diligently prosecuted to a final conclusionlegal fees, except that Tenant shall, have the right to attempt to settle incurred or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) imposed in connection with any such contest legal violation by Landlord or the property manager or any breach or default by Landlord under any loan or mortgage instrument or any lease or license agreement. All costs, including without limitation interest, late charges, penalties and shalllegal fees, promptly after incurred in connection with any late payment by Landlord. (9) Except as otherwise provided in Section 6.B(6) above, federal and state taxes on income and inheritance, estate and gift taxes of Landlord, the final determination property manager and their respective affiliates, and all taxes imposed on or calculated on the basis of such contest, fully pay and discharge any mortgage encumbering the amounts which shall be levied, assessed, charged Complex or imposed or be determined to be payable therein Garage or in connection therewithwith any transfer of ownership of the Complex or Garage or beneficial interests therein. (10) Ad valorem taxes attributable to the leasehold improvements of Tenant and the other tenants of the Complex in excess of Complex standard but only to the extent (a) Landlord is reimbursed directly by such other tenants for any ad valorem taxes attributable to the above Building standard leasehold improvements of such other tenants or (b) a separate allocation is made by the applicable taxing authority. (11) All payments to any affiliate of Landlord for services in excess of the costs of arms-length, together third-party providers for services of comparable quality and scope. (12) Compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or the property manager. (13) All costs incurred in connection with the operation, maintenance or repair of any antennae or satellite facilities, unless such services are being provided to all penaltiestenants of the Complex, including Tenant. (14) Except as otherwise provided in Section 6.B(6) above, other costs (including consulting fees and related disbursements) incurred in connection with Landlord’s ownership of the Complex to the extent not directly related to the operation, maintenance and repair thereof, including without limitation, costs of any disputes between Landlord and its employees or the property manager and costs of selling, syndicating, financing, mortgaging or hypothecating any of the Landlord’s interest in the Complex and/or common areas, costs of defending Landlord’s title or interest in and to said property. (15) All contributions to charitable organizations. (16) All contributions to reserves for Operating Expenses. (17) Except as otherwise provided in Section 6.B(6) above, any special assessments of taxes from any city, county, state or federal governmental agency, including, but not limited to, such items as parking income taxes. (18) Costs of repair or replacement for any item to the extent that Landlord is reimbursed for same pursuant to a warranty. (19) Costs which Landlord is reimbursed by its insurance carrier or by any tenant’s insurance carrier or by any other entity. (20) Any fines, interestcosts, penalties or interest resulting from the negligence or willful misconduct of the Landlord or its agents, contractors or employees. (21) Any bad debt loss, rent loss or reserves for bad debt or rent loss. (22) All payments of principal, interest or other charges of any kind incurred in connection with any indebtedness secured by the Complex, and any payments under any ground lease or other underlying lease; provided that if Landlord makes payment of ad valorem taxes to its lender, rather than to taxing authorities, then payment to the lender shall not be included in Operating Expenses, but payments by the lender to taxing authorities shall be considered payments by Landlord, to be included in Operating Expenses to the extent otherwise provided for herein. (23) The cost of any additional casualty insurance premium for the Complex in excess of the standard rate payable by Landlord, which additional cost is attributable to: (a) the tenancy of a particular tenant or tenants in the Complex other than Tenant or (b) the use of any part of the Complex by Landlord other than for purposes of providing general services to the Complex. (24) Accounting costs and expenses thereof or audit fees attributable to Landlords ownership (as opposed to the operation) of the Complex, including in connection therewithwith Landlord’s income tax returns. D. If the Term of this Lease Agreement commences or terminates on other than the first day of a calendar year, and perform all acts Tenant’s Additional Rent shall be prorated for such commencement or termination year, as the performance case may be, by multiplying each by a fraction, the numerator of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Lease.numb

Additional Rent. Tenant 5.01 All charges payable by Lessee other than Base Monthly Rent are called "Additional Rent." Unless this Lease provides otherwise, Additional Rent shall promptly pay be paid with the next monthly installment of Base Monthly Rent. As used herein, the term "Rent" means Base Monthly Rent and Additional Rent, and the phrase "Lessee's Proportionate Share" means 70% (which reflects Lessee's portion of the gross leasable area of the Project). 5.02 Lessee shall pay, as Additional Rent, all taxesexcise, assessmentsprivilege, impositionssales, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged rental or imposed transaction privilege taxes levied or assessed by any Governmental Authority or other taxing governmental authority for any period prior against, on account of, allocable to or measured by any or all amounts payable hereunder by Lessee or the receipt thereof by Lessor (except state or federal income taxes levied or assessed against Lessor). 5.03 Operating Costs" are all costs and expenses incurred by Lessor during the Term term of this Lease against in connection with owning, operating, maintaining, managing, repairing and insuring the Project including, but not limited to, the following: all management fees; the cost of all supplies, materials, labor, equipment, and utilities (including but not limited to, water, electricity, gas, lighting, sewer, and waste disposal) used in or with respect related to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion operation, maintenance and repair of the Term falls shall be prorated per diem so that Tenant is liable only Common Areas; all amounts payable to any owners' association under any covenants, conditions or restrictions applicable to the Project; all real estate tax consulting fees; all fees for so much of such taxes as licenses or permits related to the portion ownership or operation of the Term which falls within such calendar year bears Project; all premiums and costs of liability, casualty, property and other insurance related to a full calendar year. In case the Project; all costs of special taxes patching, overlaying, sealing and restriping roadways, driveways and parking areas; all costs of preventative maintenance of all building roofs and 70% annually of the replacement cost of the building roof; maintenance and repair costs related to building exteriors including painting; amortization (along with reasonable financing charges) of capital improvements made to the Common Areas which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities any government authority or which relate to will improve the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year operating efficiency of the TermProject. Except as specified above, within thirty (30) days after payment. In Operating Costs shall not include costs relating to structural repairs, or the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount maintenance or validity repair of any Imposition described in this Section 4.2 by appropriate proceedingsinterior space other than the Premises. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection Operating Costs will not include depreciation of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in Premises nor any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlordoverhead, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly general and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and administrative charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether Lessor or not same be designated its employees. 5.04 Lessee's total "Additional Rent") " costs for this project are currently estimated to be $100 for Management Fees, $1,100 for Property Taxes, and failure by Tenant to timely pay such other sums or charges $192.40 for Property Dues. These amounts may be treated by Landlord adjusted up or down depending on the actual incurred expenses as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant outlined in section 5.02 & 5.03. 5.05 Lessee is responsible with respect to the Leased Premises in accordance with the terms of this Leasefor interior janitorial cleaning and utilities for their suite.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and All monies other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the than Base Rent or Additional Rent payable hereunder. The amount required to be paid by Tenant on account of taxes during Sublessor under the last calendar years Master Lease as to the Subleased Premises, including, without limitation, any amounts payable by Sublessor to Master Lessor as “Operating Expenses”, “Tax Expenses” and “Utilities Costs” (as defined in which any portion Section 4.2 of the Term falls Master Lease), shall be prorated per diem so that Tenant is liable only for so much paid by Sublessee hereunder as and when such amounts are due under the Master Lease, as incorporated herein. Sublessee shall also pay to Sublessor any gross receipts or rent tax payable with respect to this Sublease and all costs directly incurred by or at the request of Sublessee, and Sublessor’s reasonable expenses reasonably allocable to the Subleased Premises, in maintaining the systems serving the Premises and the Subleased Premises in common and providing utility service to the Premises and Subleased Premises in common to the extent not included in Operating Expenses (excluding any capital improvements or expenditures except to the extent amortized over their useful lives as reasonably determined by Sublessor). All such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year amounts shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten deemed additional rent (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s“Additional Rent”). Tenant Base Rent and Additional Rent hereinafter collectively shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate be referred to as “Rent”. Notwithstanding anything to the Impositions to be paid hereunder. Tenant shall deliver to Landlordcontrary in the Sublease, (i) within ten Sublessee shall not be required to pay any Rent or perform any obligation that is required as a result of a default by Sublessor of any of its obligations under the Master Lease (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining except to the Impositions provided hereunder which may be issued extent such default was due to the negligence, willful misconduct or violation of this Sublease by any Governmental AuthoritySublessee) or the misuse, negligence or willful misconduct of or by Sublessor or its agents, contractors or invitees or the violation of law by Sublessor, in each case not caused by Sublessee, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails Sublessee shall not be required to pay any Impositions prior cost to becoming delinquent, construct the Tenant shall also pay all interest, penalties and Improvements (or any other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount improvements constructed by or validity of any Imposition described in this Section 4.2 by appropriate proceedings. Howeverfor Sublessor), the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent Additional Allowance or stay the collection of Amortization Rent under the Imposition so contested. The LandlordMaster Lease or Hazardous Materials brought onto the Premises, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty Building or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid Project by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this LeaseSublessor.

Additional Rent. Tenant covenants to pay without notice, deduction, set-off or abatement to Landlord the Additional Rent in lawful money of the United States in equal consecutive monthly installments in advance on the first day of each month during the Lease Term. Additional Rent for any partial month shall be prorated on a per diem basis. Additional Rent shall be payable to Landlord at Landlord's Address or such other place as Landlord may designate in writing. In order to provide for current payments of Additional Rent, Tenant agrees to pay an amount of Additional Rent reasonably estimated by Landlord from time to time commencing on the first day of the month following the month in which Landlord notifies Tenant of the amount of such Additional Rent. If, as finally determined, the amount of Additional Rent owing by Tenant shall promptly be greater than or less than the aggregate of all installments so paid to Landlord for each calendar year, the Tenant shall pay all taxesto Landlord the amount of such underpayment, assessmentsor Landlord shall credit Tenant for the amount of such overpayment, impositions, levies, charges, excises, fees, licenses as the case may be. It is the intention hereunder to estimate the amount of Additional Rent for each calendar year and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior then to or during adjust such estimate in the Term following year based on the actual amount of this Lease against or Additional Rent owing. The obligation of Tenant with respect to the Leased Premises or the Base Rent or payment of Additional Rent payable hereundershall survive the termination of this Lease. The amount Any payment, refund or credit made pursuant to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls this paragraph shall be prorated per diem so that made without prejudice to any right of Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only dispute the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by LandlordAdditional Rent owing, or the right of Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate correct any items as billed pursuant to the Impositions to be paid hereunderprovisions hereof. Tenant shall deliver to Landlord, (i) within ten (10) Within 30 days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In date Landlord notifies Tenant of the event that the Tenant fails to pay any Impositions prior to becoming delinquentamount of Additional Rent owing, Tenant or its authorized agent shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise inspect the books of Landlord during the business hours of Landlord at such contest through negotiationslocation that Landlord may specify, for the purpose of verifying such amount. Unless Tenant shall pay and save asserts specific errors within such 30 days, such notification by Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined deemed to be payable therein or correct. No decrease in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts Additional Rent shall reduce Tenant's liability hereunder below the performance amount of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leasepayable hereunder.

Additional Rent. Tenant Sublessee shall promptly pay as additional rent (“Additional Rent”), within twenty (20) days after demand therefor, all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount charges required to be paid by Tenant on account of taxes during Sublessee under this Sublease. During the last calendar years in which any portion of the Term falls Term, Sublessee shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears pay to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of Sublessor all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports sums or other charges required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant by Sublessor, as tenant, to Master Lessor under the Master Lease, including without limitation, (a) all Real Property Taxes, insurance premiums and common area expenses required to be paid to Master Lessor thereunder (collectively, “Operating Expense Payments”, and which shall deliver include expenses relating to Landlordthe Parking Areas and Outdoor Areas, as such terms are defined below), (b) all “Additional Rent” (as defined in the Master Lease) due from Sublessor, as tenant, to Master Lessor under Paragraphs 4.D.(a) and (b) of the Master Lease, and (c) the management fee charged by Master Lessor to Sublessor under the Master Lease, but expressly excluding (i) within ten (10) days after Tenant's receipt thereofany “Basic Rent” due from Sublessor, copies of all settlements and notices pertaining as tenant, to Master Lessor under the Impositions provided hereunder which may be issued by any Governmental AuthorityMaster Lease, and (ii) receipts any late charges, default interest and other penalties due from Sublessor, as tenant, to Master Lessor under the Master Lease provided the same are not caused by the default or breach of any of Sublessee’s obligations contained in this Sublease. Sublessor shall not charge Subtenant a management fee with regard to the Building, other than the management fees charged by Master Lessor under the Master Lease. Notwithstanding the foregoing, Sublessee’s obligation to pay Operating Expense Payments for payments the Subleased Premises shall be tolled until the earlier of all (x) such Impositions made during each calendar year time as twenty-five (25) or more employees of Sublessee occupy any portion of the TermBuilding, or (y) the Commencement Date. Moreover, Sublessee agrees to pay its proportionate share of any costs and expenses incurred by Sublessor for (A) any insurance obtained by Sublessor pursuant to Section 54 of the Master Lease, (B) repair or maintenance of the central courtyard, and (C) repair, maintenance, replacement or new construction of improvements in such central courtyard, within thirty twenty (3020) days after payment. In written demand therefor (which written demand shall contain documentation in reasonable detail evidencing the event costs and expenses incurred by Sublessor); provided, however, that Sublessee shall have no obligation to reimburse Sublesssor for any (aa) replacement of an existing improvement in the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlordcentral courtyard, or (iiibb) defeasance construction or installation of its interest any new improvement in the Leased Premisescentral courtyard, if Sublessor had not first obtained Sublessee’s written approval thereof, which approval shall not be unreasonably withheld, conditioned or delayed by Sublessee. Tenant agrees that each such contest Sublessor shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) same remedies for a default in connection with any such contest and shall, promptly after the final determination payment of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as for a failure by Tenant to pay default in the payment of Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Base Rent and Additional Rent hereunder for which Tenant is responsible with respect are hereinafter sometimes referred to the Leased Premises in accordance with the terms of this Leasecollectively as “Rent.”

Additional Rent. Tenant Sublessee shall promptly be obligated to reimburse Sublessor for those costs and expenses that Sublessor is obligated to pay all taxesto Lessor under Sections 10(b), assessments, impositions, levies, charges, excises, fees, licenses 14(a) and other sums 16(a) of the Lease (collectively, "Impositions") levied“Additional Rent”); provided, assessedhowever, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls that all such expenses and costs shall be prorated per diem so that Tenant is liable only for so much and adjusted between Sublessor and Sublessee as of such taxes the Commencement Date or the date the Sublease terminates, as the portion case may be. Sublessor shall notify Sublessee of any amounts due under such Sections of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installmentsLease, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, including copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authorityinvoices received from Lessor with respect thereto, and (ii) receipts for payments of all Sublessee shall pay any such Impositions made during each calendar year of the Term, amounts to Sublessor within thirty (30) days after paymentof receipt of such notice. In The respective amounts set forth above for Base Rent shall be paid by the event that first day of each month in lawful money of the Tenant United States at Sublessor’s address specified for notices in Section 16. If Sublessee fails or refuses to pay any Impositions prior installment of Base Rent within five business days of when due, Sublessor shall be entitled to becoming delinquentcollect interest on the amount of the late payment equal to the Prime Rate of Interest as disclosed by Wachovia Bank, Tenant N.A. In addition, Sublessee shall also pay all a late fee of eight percent multiplied by the amount of the late payment commencing on the date the payment is delinquent until paid in full to compensate Sublessor for the additional expense involved in handling delinquent payments and not as interest; provided, penalties and other amounts payable as a result of such failure however, that Sublessee shall not be obligated to pay when duea late fee unless Sublessee has paid Base Rent late two other times in any consecutive twelve-month (12) period. The Tenant may contest If the amount or validity payment of any Imposition described in a late charge required by this Section 4.2 by appropriate proceedings. Howeveris found to constitute interest notwithstanding the contrary intention of Sublessor and Sublessee, the Tenant late charge shall promptly pay such Imposition unless such proceedings shall operate be limited to prevent or stay the collection maximum amount of the Imposition so contested. The Landlordinterest that lawfully may be collected by Sublessor under applicable law, at the Tenant's sole expense, shall join in any such contestation proceedings and if any Law payment is determined to exceed such lawful amount, the excess shall so require. In no event shall Tenant pursue any contest with respect be applied to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance unpaid rent then due and payable hereunder and/or credited against the next succeeding installment of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leasepayable hereunder.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior In addition to or during the Term of this Lease against or with respect to the Leased Premises or paying the Base Rent or Additional Rent payable hereunder. The amount to be paid by specified in Article 3 of this Lease, Tenant on account of taxes during shall pay as additional rent the last calendar years in which any portion sum of the Term falls shall be prorated per diem so that Tenant following: (i) Tenant's Building Share (as such term is liable only for so much of such taxes as the portion defined below) of the Term annual Building Operating Expenses which falls within such calendar year bears to a full calendar year. In case arc in excess of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate Building Operating Expenses applicable to the Impositions to be paid hereunder. Tenant shall deliver to LandlordExpense Base Year, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and plus; (ii) receipts for payments of all such Impositions made during each calendar year Tenant's Project Share of the Termannual Project Operating Expenses which are in excess of the amount of Project Operating Expenses applicable to the Expense Base Year; plus (iii) Tenant's Project Share of the annual Tax Expenses which are in excess of the amount of Tax Expenses applicable to the Tax Expense Base Year, within thirty plus (30iv) days after paymentTenant's Building Share of the annual Building Utilities Costs which are in excess of the amount of Building Utilities Costs applicable to the Utilities Base Year, plus (v) Tenant's Project Share of the annual Project Utilities Costs which are in excess of the amount of Project Utilities Costs applicable to the Utilities Base Year. In the event that the Tenant fails to pay Such additional rent, together with any Impositions prior to becoming delinquent, Tenant shall also pay and all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant to Landlord pursuant to the terms of this Lease other than Base Rent (including, without limitation, pursuant to Article 6), shall constitute Additional Rent (whether or not same be designated 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 failure by in the same manner, time and place as the We Rent. Without limitation on other obligations of Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by which shall survive the expiration of the Lease Term, the obligations of Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute the Additional Rent hereunder provided for which Tenant is responsible with respect to in this Article 4 shall survive the Leased Premises in accordance expiration of the Lease Term. [***] Confidential portions of this document have been redacted and filed separately with the terms of this LeaseCommission.

Additional Rent. Tenant Beginning with the Sublease Commencement Date and continuing to the Sublease Expiration Date, Subtenant shall promptly pay to Sublandlord as additional rent for this subletting the cost of all taxesexpenses, assessmentscosts and charges payable to Landlord or to third party providers by Sublandlord resulting from Subtenant's use of the Sublease Premises, impositionsand the Building including, levieswithout limitation, chargesSubtenant's pro rata share of the cost of all operating expenses (including Building maintenance, excisescommon area expenses, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed insurance premiums for casualty insurance maintained by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or Sublandlord with respect to the Leased Building (but excluding any insurance coverages for Subtenant's personal property), security, janitorial and refuse disposal (excluding hazardous materials used, stored or disposed of by Subtenant which shall be Subtenant's sole responsibility) services provided by Sublandlord), and real estate taxes, applicable to the Sublease Premises or which are allocable to Subtenant's use of the Base Rent or Additional Rent payable hereunderSublease Premises in accordance with this Sublease. The amount With Sublandlord's prior written consent, which consent may be subject to be paid commercially reasonable conditions, Subtenant may separately contract for any services otherwise provided by Tenant on account Sublandlord with respect to the Sublease Premises. Notwithstanding the foregoing, Sublandlord shall notify Subtenant of taxes during any non-recurring major expenditures which give rise to the last calendar years in which any payment of additional rent where the Subtenant's allocated portion of such expenditure is anticipated to cost in excess of Ten Thousand and 00/100 Dollars ($10,000.00); provided, however, that in no event shall Subtenant have any right of approval over the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar yearforegoing expenditures. In case of special taxes which may be payable Notwithstanding anything in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(sthis Section 4(c) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions contrary and without releasing Subtenant from any liability under the Original Sublease Agreement therefor, Subtenant shall not be required to be paid hereunder. Tenant shall deliver to Landlord, pay any additional rent that is (i) within ten allocable to any period of time (10A) days after Tenant's receipt thereof, copies of all settlements and notices pertaining prior to the Impositions provided hereunder which may be issued by any Governmental Authority, and Commencement Date of this Sublease or (B) following the expiration or sooner termination of this Sublease or (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure a default by Sublandlord of any of its obligations under the Master Lease which are not attributable, either in whole or in part, to any default of Subtenant hereunder. Subtenant shall have no obligation to pay when due. The Tenant may contest for any taxes levied or assessed on the amount or validity value of any Imposition described in this Section 4.2 by appropriate proceedings. However, Sublandlord's personal property located on the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Sublease Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Lease.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and Any other sums of money or charges to be paid by the Tenant pursuant to the provisions of this Lease may be designated as “Additional Rent,” and Base Rent and Additional Rent shall be collectively referred to as “Rent”. (collectively, "Impositions"I) levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior Tenant agrees to or during pay throughout the Term of this Lease against or with respect to (including during the Leased Premises or the period of any abatement of Base Rent or Rent) and before delinquency Additional Rent payable hereunder. The amount in the form of Tenant’s pro rata share of the following operating expenses and costs (the “Property Expenses”): (a) all actual costs and charges for heat, water, lights, plumbing, electricity, natural gas, sewage and all other charges, levies and license and permit fees relating to be public utilities that may now or hereafter service the Premises, unless paid by Tenant on account of taxes during directly to the last calendar years in which any portion utility provider, and all actual costs and charges for heat, water, lights, plumbing, electricity, natural gas, sewage and all other charges, levies and license and permit fees relating to public utilities that may now or hereafter service the common areas of the Term falls Real Property; (b) all real property taxes, assessments (special or otherwise), annual installments, special assessments, license fee, rent tax, levy, or other similar tax imposed by an authority having the direct or indirect power to tax and all other governmental charges, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever levied against the Real Property (collectively, “Real Property Taxes”); provided, however, such Real Property Taxes shall be prorated per diem so that apportioned pro rata between Landlord and Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms respective number of months during which this LeaseLease is in effect. Real Property Taxes shall exclude income, franchise, transfer, inheritance or capital stock taxes, unless, due to a change in the method of taxation, any of such taxes are levied or assessed against Landlord, in whole or in part, in lieu of, as a substitute for or as an addition to, any other tax which would otherwise constitute a Real Property Tax. (c) the cost and expenses of all reasonable maintenance, repairs and improvements of the Real Property including all necessary long term maintenance matters, which includes but is not limited to, any and all roof and HVAC repairs and/or replacement, parking area re-surfacing, replacement lighting, plumbing and all costs, expenses, interest and the like in accordance with paragraph 4.3 below; (d) Insurance premiums as set forth in section 8.2 hereunder; and, (e) Management and accounting fees directly associated with the Real Property. (II) Property Expenses shall exclude the following and such expenses will not be included as Additional Rent: a. costs for which Landlord actually receives reimbursement from third parties (other than as additional rent from tenants) by insurance, condemnation awards, warranties, or otherwise;

Additional Rent. Tenant House Corporation shall promptly also pay all to Vanderbilt upon demand, as additional rent ("Additional Rent"), the full amount of any sales, use or personalty taxes that may be levied upon the Premises or assessed against Vanderbilt on account of this Lease. Real property ad valorem taxes shall not be included in Additional Rent and shall be paid by Vanderbilt. The parties agree that the Rent payable by the Fraternity hereunder shall be received by Vanderbilt net of any tax payable to any governmental authority. In this regard, it is further understood and agreed that Vanderbilt is a non-profit corporation exempt from Federal income taxes and the Rent is based on the assumption that the amount paid as Rent is not subject to Federal or State income taxes. If the Rent is later determined to be subject to Federal or State income taxes, assessments, impositions, levies, charges, excises, fees, licenses the Rent shall be increased by the amount Vanderbilt is required to pay in such income taxes. House Corporation shall also pay as Additional Rent all reasonable and other sums (collectively, "Impositions") levied, assessed, charged or imposed verified charges assessed by Vanderbilt for repair of damage in excess of normal wear and tear to be determined in Vanderbilt's sole discretion. House Corporation shall also pay any Governmental Authority special governmental assessments or other taxing authority direct costs and expenses not contemplated by the parties as included in the Rent for the operation of the Premises and the repair, replacement and maintenance necessary to keep the Premises in good order, condition and repair, except as otherwise provided for by this Lease. The cost of any period prior and all capital expenditures, such as the replacement of the roof or HVAC system, but not maintenance or repair, shall be the responsibility of the House Corporation, and shall be deemed to or during be Additional Rent. Notwithstanding the Term foregoing paragraph, the parties are aware that as of the execution of this Lease against or with respect the roof currently is in need of replacement. Vanderbilt agrees to perform, at its sole cost, all currently required replacement of and/or repairs to the Leased Premises roof within six (6) months following execution of this Lease. House Corporation agrees that it shall be responsible for the cost of any subsequent required replacement of the roof during the term of this Lease or any renewals hereof. Vanderbilt shall be entitled to estimate the Base Rent or total amount of Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes House Corporation during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much each Lease Year and, upon notice to House Corporation of such taxes as estimate, to assess Fraternity members' charges for such estimate pursuant to Section 2. To the portion extent that such estimate is not sufficient, House Corporation shall reimburse Vanderbilt within 30 days after Vanderbilt has provided House Corporation with notice of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar yeardeficiency. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails Fraternity members and/or House Corporation fail to pay any Impositions prior to becoming delinquent, Tenant shall also pay and all interest, penalties Rent and other amounts payable as a result of such failure to pay Additional Rent when due. The Tenant may contest , Vanderbilt shall be entitled to all remedies hereunder in the amount or validity same manner and to the same extent as in the case of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leasedefault hereunder.

Additional Rent. Tenant In addition to Minimum Rent, the following amounts shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears Sublessee to a full calendar yearSublessor without deduction, setoff, notice, or demand, at Omniture, Inc., Dept. In case of special taxes which may be payable in installmentsCH 17426, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or at such other place as Sublessor shall designate from time to time by notice to Sublessee: 7.4.1 Commencing as of the Rent Commencement Date, Sublessee shall (in addition to paying Minimum Rent) pay to Sublessor as additional rent a portion of the annual Utilities Costs (as defined in the Master Lease) applicable to the Impositions Premises (calculated on a pro rata basis according to rentable square feet of the Premises and Tenant Premises). Notwithstanding the foregoing, Sublessee shall have no obligation to pay Utilities Costs for the month of January 2009. Accordingly, Utilities Costs for the first Annual Period shall be paid hereunder. Tenant payable commencing February 1, 2009. 7.4.2 Commencing as of January 1, 2010, Sublessee shall deliver (in addition to Landlord, paying Minimum Rent) pay to Sublessor as additional rent a portion of the Direct Expenses (ias defined in the Master Lease) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining applicable to the Impositions provided Premises (calculated on a pro rata basis according to rentable square feet of the Premises and Tenant Premises) as set forth in this Section 7.4.2. Minimum Rent for 2009 includes all Direct Expenses. Thereafter, increases in Direct Expenses shall be payable (pro rata) by Sublessee to Sublessor as additional rent, i.e. 2009 is the Sublessee’s Base Year (as such term is used in the Master Lease) and no increases in Direct Expenses are passed through for 2009 as additional rent. Any such additional rent shall be payable as and when Direct Expenses are payable by Sublessor to Landlord under the Master Lease. 7.4.3 As and when adjustments between estimated and actual Operating Costs are made under the Master Lease, the obligations of Sublessor and Sublessee hereunder which may shall be issued by adjusted in a like manner; and if any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year adjustment shall occur after the expiration or earlier termination of the Term, within thirty (30) days after payment. In then the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties obligations of Sublessor and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in Sublessee under this Section 4.2 by appropriate proceedings7.4 shall survive such expiration or termination. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant Sublessor shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and upon request by Sublessee, furnish Sublessee with copies of all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated statements submitted by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to estimated Direct Expenses and/or Utilities Costs during the Leased Premises in accordance with the terms of this LeaseTerm.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other All sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of under this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated deemed "Additional Rent;" the term ") Rent" shall mean Base Rent and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Additional Rent. Landlord shall estimate in advance and charge to Tenant shall promptly deliver the following costs, to Landlord upon Landlord's request copies of actual be paid receipts, bills or other documentation evidencing with the Base Rent on a monthly basis throughout the Lease Term: (i) all other charges which constitute Additional Rent hereunder Real Property Taxes for which Tenant is responsible 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 7.06 of the Lease and (iv) all OAM Expenses for which Tenant is liable under Section 8.04 of the Lease. Collectively, the aforementioned Real Property Tax, insurance, utility, and OAM Expenses (if not paid by Tenant directly) shall be 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 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 respect generally accepted accounting principles setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year. 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 Leased Premises case may be) in order that Landlord shall receive the entire amount of Tenant's share of such costs and expenses for such period. In addition to its obligation to pay Base Rent and Total Operating Expenses, Tenant is required hereunder to pay directly to suppliers, vendors, carriers, contractors, etc. certain insurance premiums, utility costs, personal property taxes, maintenance and repair and other expenses collectively "Additional Expenses." If Landlord pays for any Additional Expenses in accordance with the terms of this Lease, Tenant's obligation to reimburse such costs shall be an Additional Rent obligation payable in full with the next monthly Rent payment. Unless this Lease provides otherwise, Tenant shall pay all Additional Rent then due with the next monthly installment of Base Rent.

Additional Rent. (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 promptly 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, provided that if such installments extend beyond the Lease Term, Landlord shall have the option to pay all taxesremaining installments coming due following the Lease Term without interest. (b) Tenant shall pay all Real Estate Taxes directly to the collecting authority no less than thirty (30) days prior to the delinquency date thereof and shall provide Landlord not less than ten (10) Business Days prior to such delinquency date a copy of the paid receipt for each installment of Real Estate Taxes so paid. Nothing in this Lease shall obligate Tenant to pay any estate, assessmentsinheritance, impositionsfranchise, leviesnet income or similar taxes of Landlord (other than any rental taxes imposed upon the Landlord that are measured by or based in whole or in part directly upon the Rent payable under this Lease, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged whether existing at the date hereof or hereinafter imposed by any Governmental Authority Authority) nor shall any of same be deemed Real Estate Taxes, unless the same shall be specifically imposed in substitution for, or other taxing authority for any period in lieu of, Real Estate Taxes. Notwithstanding the first sentence of this clause (b), upon the occurrence of both of the following events, Tenant shall pay Real Estate Taxes to Landlord no less than thirty (30) days prior to or during the Term delinquency date thereof (the “RE Taxes Additional Rent”) in lieu of this Lease against or with respect payment directly to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, applicable collecting authority: (i) within ten (10) days after Tenant's receipt thereof, copies delivery to Tenant of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authoritya written request therefor from Landlord, and (ii) receipts the occurrence and continuance of any Default under this Section 3.03(b) by Tenant, or the occurrence and the continuance of any Event of Default under any provision in this Lease (either event described in the foregoing clause (ii) is referred to herein as a “RE Taxes Additional Rent Trigger”). Funds paid by Tenant as RE Taxes Additional Rent shall be used only for payments of all such Impositions made during each calendar year the payment of the Term, within thirty (30) days after paymentReal Estate Taxes. In the event that the If Tenant fails to pay the appropriate party (Landlord or the collecting authority, as provided herein) all Real Estate Taxes when due hereunder, then Tenant shall, without limiting any Impositions prior other remedies available to becoming delinquentLandlord, Tenant shall also pay reimburse Landlord for any and all penalties or interest, penalties and other amounts payable or portion thereof, paid or incurred by Landlord as a result of such failure nonpayment or late payment by Tenant. (c) 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; 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 when due. The Tenant may contest the amount or validity of any Imposition described timely) all Real Estate Taxes as provided in this Section 4.2 Lease to the extent required by appropriate proceedingsapplicable Law. HoweverIn any instance where any such permitted action or proceeding is being undertaken by Tenant, the (i) Landlord shall cooperate reasonably with Tenant, at no cost or expense to Landlord, and execute any and all documents approved by Landlord and reasonably required in connection therewith and (ii) Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest provide Landlord with all information reasonably requested by Landlord with respect to such action or proceeding within five (5) days after receipt of Landlord’s written request. Tenant shall be entitled to any Impositions referred refund (after the deduction therefrom of all expenses incurred by Landlord in connection 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. (d) Tenant shall be solely responsible for, and shall pay directly to above 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 such manner that exposes Landlord lieu of payment directly to the applicable service providers: (i) criminal liabilitydelivery to Tenant of a written request therefor from Landlord, penalty or sanction, and (ii) any civil liabilityDefault under this Section 3.03(d) by Tenant, penalty or sanction any Event of Default. Funds paid by Tenant to Landlord pursuant to the immediately preceding sentence shall be used only for which the payment of the cost of utility services to the Demised Properties. If Tenant has not made provisions reasonably acceptable 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, with each payment due to Landlord hereunder (and as a part of Rent due hereunder), all sales and excise tax on rental income and all other similar taxes imposed upon Landlord with respect to rental or other payments (including, but not limited to RE Taxes Additional Rent and Real Estate Taxes paid directly to the taxing authority to the extent deemed includible in Landlord’s gross income or gross receipts) in the nature of a gross receipts tax, gross income tax, margins tax, sales tax, occupancy tax, business improvement district tax, occupation tax, business and occupation tax, business privilege tax or the like, whether imposed by a federal, state or local taxing authority, which, when added to such payment, shall yield to Landlord after deduction of all such tax payable by Landlord (including any such taxes that may be payable on the additional amounts payable pursuant to this paragraph, on a “grossed-up” basis) with respect to all such payments a net amount which Landlord would have realized from such payment had no such tax been imposed. (f) Any indemnity payments due to Landlord from Tenant hereunder that are attributable to liabilities, fixed or contingent, known or unknown (i) that existed as of the date hereof, or relate to periods prior to and including the date hereof, or (iiiii) defeasance to which the Demised Properties were subject as of its interest the Leased Premisesdate hereof, or that existed on the date hereof and ran with the Demised Properties and became a liability of the Landlord as the transferee or assignee of the previous owner of the Demised Properties, shall not be treated as additional rent or other gross income of the Landlord for federal income tax purposes, but as an adjustment to the Landlord’s adjusted basis in the Demised Properties, which adjusted basis shall prior to the receipt by Landlord of such indemnity payments be deemed to include the amount of such liabilities. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder it will take no position inconsistent herewith for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leasefederal income tax purposes.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, leviesAll fees, charges, excisescosts, fees, licenses and expenses or other sums payable by Tenant hereunder, other than Fixed Minimum Rent, whether or not designated as such, shall be considered "Additional Rent". For purposes hereof, the term "Rent" shall include Fixed Minimum Rent or Additional Rent, or both, as the context may require. It is further understood and agreed that, except as may be expressly set forth herein, Landlord shall at all times be entitled to receive the Rent payable hereunder irrespective of any damage or destruction to the Premises or the Property or the impairment of any services or utilities thereto and Tenant shall not be entitled to terminate this Lease nor shall Tenant be entitled to an abatement of Rent by reason of said causes. Tenant hereby acknowledges the foregoing and expressly waives its rights under A.R.S. Section 33-343 or any statute of similar effect. Landlord and Tenant contemplate that the Rent provided for herein is a "net" Rent to Landlord, and that, except as provided otherwise in the Lease, all maintenance costs and any and all other charges, assessments and expenses attributable to the Premises or the operation thereof, whether or not expressly provided for in this Lease (collectively, the "ImpositionsPremises Costs"), shall be solely the responsibility of, and performed and paid for by, Tenant. Should Landlord incur any reasonable expense for Premises Costs, Tenant shall reimburse Landlord in full within ten business days after receipt by Tenant of each invoice therefor. In addition to the Premises Costs, Tenant agrees to pay: (A) leviedforty-nine percent (49%) of the following operating expenses for the Property (collectively, assessedthe "Property Costs"): (i) real property taxes payable by Landlord pursuant to Paragraph 5.2 hereof, charged or imposed (ii) the cost of maintaining insurance payable by Landlord pursuant to Article 8 hereof, and (iii) the cost of any Governmental Authority or other taxing authority common area charges payable by Landlord pursuant to Paragraph 7.2 hereof; (B) Tenant's pro rata share of the cost of a service contract, if any, for any period prior the repair and maintenance of the HVAC system, pursuant to or Paragraph 7.2 hereof; (C) Tenant's pro-rata share of the cost of jointly metered utilities, if any, pursuant to Article 11 hereof; and (D) an administrative fee equal to two percent (2%) of the Fixed Minimum Rent for the Premises (the "Administrative Fee"). Accordingly, during each month of the Term of this Lease against or with respect to Lease, on the Leased Premises or the Base same day that Fixed Minimum Rent or Additional Rent payable is due hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result Landlord an amount equal to 49% of such failure to pay when due1/12 of the estimated annual Property Costs plus 1/12 of the Administrative Fee. The Tenant initial monthly payments for Property Costs are based upon the projected amounts for the year in question. Monthly payments for Property Costs may contest be increased or decreased annually to reflect changes in the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedingsprojected Property Costs. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection If Tenant's total Property Costs payments are less than 49% of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any actual Property Costs for such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Lease.payment period(s),

Additional Rent. (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 promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged only be liable for the portion thereof that is allocable or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect attributable to the Leased Premises Lease Term or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of thereof. If such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which assessment or charge may be payable in installments with interest, Tenant may pay such assessment or charge in installments, only together with all interest thereon. (b) Tenant shall pay all Real Estate Taxes for the amount 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 each installment payable during a calendar year 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 included specifically imposed in taxes for that calendar yearsubstitution for, or in lieu of, Real Estate Taxes. If received 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 shall segregate all such deposits from its other funds and use such deposits solely to pay 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 provide promptly forward such invoices to Tenant 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 final tax bill(sReal 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) for each calendar year Landlord shall cooperate reasonably with Tenant, at no cost or expense to Landlord, execute any and all documents approved by Landlord and reasonably required in connection therewith, and, to the extent required by the collecting authority, agrees to file at Tenant’s request any action or 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'▇ ▇▇ceipt of such tax bill(s)’s written request. Tenant shall prepare and file be entitled to any refund (after the deduction therefrom of all reports required expenses incurred by gove▇▇▇▇ntal authorities which relate Landlord in connection 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 Impositions extent such refund relates to be paid hereunder. Real Estate Taxes that are the responsibility of Tenant pursuant to this Section 3.03. (d) Tenant shall deliver 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. (ie) Without limiting any of Tenant’s other obligations set forth in this Article, Tenant shall pay to Landlord, with each payment due to Landlord hereunder (and as a part of 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, provincial or local taxing authority (including, without limitation, goods and services tax and harmonized sales tax payable pursuant to the Excise Tax Act (Canada) and Québec sales taxes payable pursuant to An Act respecting the Québec sales tax). 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 Tenant's receipt thereofany such payment, copies delivers to Landlord written evidence reasonably satisfactory to Landlord that such payment has been made. For the avoidance of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquentdoubt, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to not be responsible for (i) criminal liability, penalty or sanctionany income taxes imposed on Landlord, (ii) any civil liability, penalty franchise taxes of Landlord measured by net income or sanction for which Tenant has net worth or relating to properties owned by Landlord and not made provisions reasonably acceptable applicable to Landlordthis Lease, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or transfer taxes imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises sale, exchange or other disposition by Landlord, in accordance with whole or in part, of the terms of Demised Properties or Landlord’s interest in this Lease.

Additional Rent. Tenant Subtenant shall promptly pay all taxesto Sublandlord, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or as additional rent during the Term Term, the percentage of this Lease against or with respect the Direct Expenses (as defined in the Master Lease) that correspond to the Leased phased-in Portion of the Premises or for Calculations for such period of the Base Rent or Additional Rent payable hereunderTerm (the “Direct Expense Share”). The amount For clarity, during the applicable period of the Term, the Direct Expense Share to be paid by Tenant on account Subtenant shall be calculated as the Direct Expenses owed by Sublandlord pursuant to the Master Lease for such period, multiplied by the percentage of taxes during the last calendar years Premises listed above in which any Section 3.1. Notwithstanding the foregoing, if, prior to January 31, 2019, Subtenant actually conducts business operations in a portion of the Term falls Premises that is greater than the specific portion of the Premises listed in Section 3.1 above for such specific Period, from and after such occupancy, the Portion of the Premises for Calculations used to calculate Subtenant’s Direct Expense Share shall be prorated per diem so that Tenant automatically increase to include the larger portion of the Premises in which Subtenant is liable only for so much actually conducting business operations from and after the date of such taxes as conduct through the remainder of the Sublease Term. Sublandlord shall have the right to inspect the Premises for the purpose of verifying the portion of the Term Premises in which falls within such calendar year bears Subtenant is actually conducting business operations as set forth above. Subtenant shall pay the Direct Expense Share to a full calendar year. In case of special taxes which may be payable in installmentsSublandlord monthly with Base Rent, only and Sublandlord shall remain responsible for paying to Landlord the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received difference between the Direct Expenses owing under the Master Lease and the Direct Expense Share paid by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate Subtenant pursuant to the Impositions to be paid hereunderterms herein. Tenant shall deliver to LandlordNotwithstanding the foregoing, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In in the event that any cost or expense is incurred under the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable Master Lease for Subtenant’s sole benefit (including the disproportionate use of utilities) or as a result of Subtenant’s request for certain services (such failure to as after-hours HVAC charges), Subtenant shall pay when duethe entire cost thereof. The Tenant may contest Direct Expense Share payable by Subtenant shall not be subject to any surcharge or profit imposed by Sublandlord. The Direct Expenses under the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, Master Lease from which the Tenant Direct Expense Share is calculated shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection be reflective of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect actual expenses due by Sublandlord to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Master Lease.

Additional Rent. (a) Tenant shall promptly continue to pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses additional rent and other sums charges due under the Lease (collectivelyincluding, "Impositions"without limitation, Tenant’s Share of Excess Expenses Doc#: US1:15707563v2 and ▇▇▇▇▇▇’s Share of Excess Taxes and the fee for security services) leviedfor the Existing Premises in the same manner as set forth in the Lease. (b) Subject to Paragraphs 4(c) and 4(d) below, assessedon and after the Expansion Space Commencement Date, charged or imposed by any Governmental Authority or other taxing authority for any period prior in addition to or during the Term of this Lease against or amounts payable with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installmentsExisting Premises, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare pay all additional rent and file all reports required by goveother charges due under the Lease applicable to the Expansion Space in the same manner as set forth in the Lease, except that Tenant’s obligation to pay Tenant’s Share of Excess Expenses, ▇▇▇▇ntal authorities which relate ▇▇’s Share of Excess Taxes, and the fee for security services with respect to the Impositions Expansion Space shall not commence until the Expansion Space Rent Commencement Date. (c) Notwithstanding the foregoing, for purposes of calculating amounts due as Tenant’s Share of Excess Expenses and Tenant’s Share of Excess Taxes with respect to be paid hereunder. Tenant shall deliver to Landlord, only the Expansion Space: (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may Base Expenses shall be issued by any Governmental Authority, the Expenses for the 2020 calendar year; and (ii) receipts the Base Taxes shall be the Taxes for payments of all such Impositions made during each the 2020 calendar year (the 2020 Summer Taxes due July 1, 2020, and 2020 Winter Taxes due December 1, 2020). Because the Base Expenses and Base Taxes are different for the Expansion Space than the Base Expenses and Base Taxes for the Existing Premises, Tenant’s Share of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties Excess Expenses and other amounts payable as a result Tenant’s Share of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest Excess Taxes shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible calculated separately with respect to the Leased Expansion Space. Tenant’s Share with respect to only the Expansion Space shall be seven and 09/100 percent (7.09%). (d) The fee for security services payable with respect to the Existing Premises shall continue to be as set forth in accordance the Lease. The fee for security services payable with respect to the terms Expansion Space shall initially be [***] per rentable square foot of the Expansion Space per year. On each anniversary of the Expansion Space Rent Commencement Date, the Security Fee shall increase by an amount equal to two percent (2%) of the fee in effect immediately prior to such increase. Except as set forth in this LeaseParagraph 4(d), the fee for security services for the Expansion Space shall be payable in the same manner as the fee for security services payable with respect to the Existing Premises.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect In addition to the Leased Premises or payment of the Base Rent described in Section 7(a) above, the reimbursements of Common Area Improvements and Parking Lot costs described in Section 6 above and the payment of the Additional Payments described in subsection 7(c) above, Subtenant shall pay to Sublandlord "Subtenant's Proportion" (as said term is hereinafter defined) of all other amounts that Sub]andlord is required to pay to Overlandlord under the Primary Lease, or obligated to pay to third parties under the Primary Lease, including, but not limited to, Additional Rent payable hereunderand Reimbursable Expenses (as said terms are defined in the Primary Lease), no later than five (5) days prior to the date that said amounts become delinquent; provided, however, that in no event shall Subtenant be required to pay any administrative charges, penalties, late fees, interest, fines, attorneys' fees or costs or other such charges pursuant to this subsection (e) which arise out or relate to any acts or omissions of Sublandlord. The amount payment obligations described in this Section 7(e) are hereinafter collectively referred to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of "Payment Obligations". Notwithstanding anything to the Term which falls within such calendar year bears contrary contained in this Sublease, Subtenant's obligations to a full calendar yearpay the Payment Obligations shall commence on the Effective Date, and not the Commencement Date. In case of special taxes which may be payable Provided Subtenant is not in installmentsdefault hereunder, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate ▇▇▇▇▇▇▇ agrees to pay all Payment Obligations as and when they become due. For the purposes of this Sublease, "Subtenant's Proportion" shall mean one hundred percent (100%). In addition to the Impositions to Payment Obligations, Subtenant acknowledges that it shall be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenantresponsible for its Member's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year Proportionate Share of the TermAssociation Costs (as said terms are defined in the Declaration). For the purposes of this Sublease, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the TenantSubtenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest Member's Proportionate Share shall be promptly and diligently prosecuted to forty-one percent (41%). Sub landlord shall apply for a final conclusion, except that Tenant shall, have separate tax parcel for the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, Premises promptly after the final determination execution of the Sublease. Until such contesttime as a separate tax parcel is issued, fully Subtenant shall pay its Member's Proportionate Share of real estate taxes based upon Subtenant's Proportion. Subtenant's obligation to-pay the Payment Obligations and discharge its Member's Proportionate Share of the amounts which Association Costs shall commence on the Effective Date, and not the Commencement Date. All rental and other payments to be made by Subtenant to Sublandlord shall be leviedmade without setoff, assessed, charged deduction or imposed or be determined to be payable therein or reductions of any kind in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which any amount for any reason whatsoever. All rental payments shall be ordered made to Sublandlord at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chicago, Illinois 60610 or decreed such other place as a result thereofSublandlord may from time to time designate in writing by notice to Subtenant. All sums and charges of whatsoever nature required payable by Subtenant under this Sublease shall be deemed to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent.") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Lease.

Additional Rent. Tenant Sublessee shall promptly pay as additional rent (“Additional Rent”), within twenty (20) days after demand therefor, all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount charges required to be paid by Tenant on account of taxes during Sublessee under this Sublease. During the last calendar years in which any portion of the Term falls Term, Sublessee shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears pay to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of Sublessor all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports sums or other charges required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant by Sublessor, as tenant, to Master Lessor under the Master Lease, including without limitation, (a) all Real Property Taxes, insurance premiums and common area expenses required to be paid to Master Lessor thereunder (collectively, “Operating Expense Payments”, and which shall deliver include expenses relating to Landlordthe Parking Areas and Outdoor Areas, as such terms are defined below), (b) all “Additional Rent” (as defined in the Master Lease) due from Sublessor, as tenant, to Master Lessor under Paragraphs 4.D.(a) and (b) of the Master Lease, and (c) the management fee charged by Master Lessor to Sublessor under the Master Lease, but expressly excluding (i) within ten (10) days after Tenant's receipt thereofany “Basic Rent” due from Sublessor, copies of all settlements and notices pertaining as tenant, to Master Lessor under the Impositions provided hereunder which may be issued by any Governmental AuthorityMaster Lease, and (ii) receipts any late charges, default interest and other penalties due from Sublessor, as tenant, to Master Lessor under the Master Lease provided the same are not caused by the default or breach of any of Sublessee’s obligations contained in this Sublease. Sublessor shall not charge Subtenant a management fee with regard to the Building, other than the management fees charged by Master Lessor under the Master Lease. Notwithstanding the foregoing, Sublessee’s obligation to pay Operating Expense Payments for payments the Subleased Premises shall be tolled until the earlier of all (x) such Impositions made during each calendar year time as twenty-five (25) or more employees of Sublessee occupy any portion of the TermBuilding, or (y) the Commencement Date. Moreover, Sublessee agrees to pay its proportionate share of any costs and expenses incurred by Sublessor for (A) any insurance obtained by Sublessor pursuant to Section 55 of the Master Lease, (B) repair or maintenance of the central courtyard, and (C) repair, maintenance, replacement or new construction of improvements in such central courtyard, within thirty twenty (3020) days after payment. In written demand therefor (which written demand shall contain documentation in reasonable detail evidencing the event costs and expenses incurred by Sublessor); provided, however, that Sublessee shall have no obligation to reimburse Sublesssor for any (aa) replacement of an existing improvement in the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlordcentral courtyard, or (iiibb) defeasance construction or installation of its interest any new improvement in the Leased Premisescentral courtyard, if Sublessor had not first obtained Sublessee’s written approval thereof, which approval shall not be unreasonably withheld, conditioned or delayed by Sublessee. Tenant agrees that each such contest Sublessor shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) same remedies for a default in connection with any such contest and shall, promptly after the final determination payment of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as for a failure by Tenant to pay default in the payment of Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Base Rent and Additional Rent hereunder for which Tenant is responsible with respect are hereinafter sometimes referred to the Leased Premises in accordance with the terms of this Leasecollectively as “Rent.”

Additional Rent. Tenant shall promptly pay 5.1 As used herein, “Additional Rent” means any and all taxes, assessments, impositions, levies, charges, excises, fees, licenses expenses, taxes and charges of every kind and nature arising in connection with or relating to the Properties (other sums (collectively, "Impositions"than Base Rent) levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period that arise prior to or during the Term Term, including, without limitation: (i) any and all taxes (including, without limitation, Real Estate Taxes (as defined below) and any applicable tax on rental of real property and any applicable discretionary sales surtax), fees, utility service charges, maintenance expenses, insurance premiums, and other costs, and any amounts owed by Tenant under any indemnity to Landlord hereunder; (ii) all actual fees and penalties that may accrue on any amounts due from Tenant hereunder if Tenant fails to pay such amounts in a timely manner; (iii) all other damages, costs and expenses (including, without limitation, reasonable Landlord’s and Landlord’s Lender’s attorneys’ fees and other legal and court costs) that Landlord may suffer or incur in enforcing this Lease (whether or not any formal action is brought by Landlord against Tenant) or in otherwise taking actions permitted under this Lease following an Event of Default by Tenant; (iv) any and all other sums which may become due, or costs and expenses that may be incurred by Landlord, by reason of any default or Event of Default by Tenant under this Lease; and (v) any and all actual and reasonable costs of maintaining, repairing and restoring the Properties. In addition, “Additional Rent” includes any rent or other income received by Tenant from any subtenant of the Property to the extent applicable to periods after the expiration or termination of this Lease against or with respect as to the Leased Premises Property. “Additional Rent” also includes any fees, charges, fines, costs, assessments, taxes, demands, orders, directives, or the Base Rent other requirements by any governmental agency asserting jurisdiction, or Additional Rent payable hereunder. The amount under any Environmental Laws which arise from or relate to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord▇▇'s use of, (i) within ten (10) days after or Tenant's receipt thereofactivities at, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by Properties, including, but not limited to, any Governmental Authorityapplicable fees, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount consultant or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with related to or arising under any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this LeaseEnvironmental Laws.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or All Additional Rent shall be due and payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years Landlord in which any portion lawful money of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion United States, at Landlord’s address set forth in Item 1 of the Term which falls within Basic Lease Provisions or at such calendar year bears other place as Landlord may from time to a full calendar year. In case of special taxes which may be payable in installmentstime designate, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlordwithout abatement, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year deduction, claim or offset, within ten (10) days after of receipt of Landlord'▇ ▇▇ceipt ’s invoice or statement for same, or, if this Lease provides another time for the payment of certain items of Additional Rent, then at such tax bill(s)other time. Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to Notwithstanding the Impositions to be paid hereunder. Tenant shall deliver to Landlordforegoing, (i) within ten (10) days after Additional Rent for Tenant's receipt thereof, copies Share of all settlements and notices pertaining to Operating Expenses shall be payable on the Impositions provided hereunder which may be issued by any Governmental Authority, and first (ii1st) receipts for payments day of all such Impositions made during each calendar year month of the Term, within thirty (30) days after paymentwithout abatement, deduction, claim or offset. Notwithstanding anything to the contrary contained herein and provided that Tenant faithfully performs all of the terms and conditions of this Lease, and no default by Tenant occurs hereunder beyond any applicable notice and cure period, Landlord hereby agrees that Tenant shall not be required to pay Tenant's Share of Operating Expenses during the Abatement Period. It is estimated that the total amount of Tenant's Share of Operating Expenses abated during the Abatement Period will be equal to $74,000.00. Except as provided in the second paragraph of Section 4.1 above, during the Abatement Period, Tenant shall still be responsible for the payment of all of its other monetary obligations under this Lease including all Additional Rent. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as of a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid default by Tenant pursuant to under the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies that results in termination of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises this Lease in accordance with the terms provisions of Article XIX hereof, then as a part of the recovery set forth in Article XV of this Lease, Landlord shall be entitled to the immediate recovery, as of the day prior to such termination, of Tenant's Share of Operating Expenses that was abated under the provisions of this Section 4.2.

Additional Rent. Tenant shall promptly pay all taxes(a) If after December 31, assessments2016, impositions, levies, charges, excises, fees, licenses and other sums Operating Expenses (collectively, "Impositions"defined below) levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for the Project for any period prior to or calendar year during the Lease Term of this Lease against or with respect to the Leased Premises or the exceed Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten Operating Expenses (10) days after Landlord'▇ ▇▇ceipt of such tax bill(sdefined below). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable to Landlord as a result additional rent (“Additional Rent”) an amount equal to Tenant’s Proportionate Share (defined below) of such failure to pay when dueexcess in accordance with this Paragraph 3. The Tenant may contest If after December 31, 2016, Taxes (defined below) for the amount or validity of Project for any Imposition described in this Section 4.2 by appropriate proceedings. Howevercalendar year during the Lease Term exceed Base Taxes (defined below), the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay to Landlord as Additional Rent an amount equal to Tenant’s Proportionate Share (defined below) of such excess in accordance with this Paragraph 3. Without limitation on other obligations of Landlord and save 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 period 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 harmless against of any and all lossesoverpayments of such Additional Rent shall not constitute a waiver by either Tenant or Landlord, judgmentsas the case may be, decrees and costs of any amount that Tenant or Landlord (including all attorneys' fees and expensesas the case may be) contend are in connection dispute to the extent that any such payments or refunds are made “under protest” whether or not designated as such concurrently with any such contest and shallpayment and/or refund. Notwithstanding anything herein to the contrary, promptly after the final determination of such contest, fully pay and discharge the amounts which Additional Rent shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts abated for the performance initial twelve (12) months of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this LeaseInitial Term.

Additional Rent. Tenant Sublessee's Proportionate Share of Sublessor's Proportionate Share as set forth in the Basic Sublease Information, hereinabove, and the rent for the Storage Space described in Section 15 below shall promptly pay all taxesbe considered "Additional Rent." Additional Rent shall also include expenses or charges applicable to the Premises, assessmentswhich may be imposed, impositionsat any time, levies, on Sublessor pursuant to the Master Lease (expressly excluding any late charges, excisesinterest or damages or other charges or penalties imposed on Sublessor due to its negligence, feeswillful misconduct, licenses and other sums (collectivelydefault or delay beyond any applicable grace period pursuant to the terms of the Master Lease) as described in the Master Lease or incurred by Sublessor in compliance with the Master Lease. As herein used, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent" shall include Monthly Rent or and Additional Rent payable hereunder. The amount to be paid by Tenant on account Sublessee pursuant to this Section 5.b. The payments of taxes during Additional Rent required of Sublessee pursuant to this Section shall be made within the last calendar years in which any portion same time periods after notice from Sublessor of the Term falls shall be prorated per diem amount owed as are established by the Master Lease for the comparable obligation of Sublessor to make such payments to Master Lessor, or if not so that Tenant is liable only for so much provided therein, within ten (10) days of such taxes as written notice from Sublessor. Notwithstanding the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may foregoing, Sublessee's Additional Rent will be payable in installments, only the amount same time and manner as required by the Master Lease. Overpayments and underpayments of each installment payable during a calendar year Additional Rent shall be included handled in taxes for the same manner as provided in the Master Lease; provided, however that calendar year. If received overpayments and underpayments shall be reconciled by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year Sublessor within ten (10) days after Landlord'▇ ▇▇ceipt the Expiration Date. Any overpayment by Sublessee shall be refunded to Sublessee within five (5) business days after the reconciliation, as long as Sublessee is not otherwise in default of such tax bill(s)its obligations hereunder. Tenant Any underpayment shall prepare be deducted from Sublessee's Security Deposit and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to any shortage shall be paid hereunder. Tenant shall deliver to Landlord, by Sublessee within five (i5) within ten (10) business days after TenantSublessee's receipt thereof, of the reconciliation. Sublessor shall promptly provide Sublessee with copies of all settlements relevant estimates and notices pertaining to the Impositions provided hereunder which may be issued statements prepared by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest Master Lessor with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Lease.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior In addition to or during the Term of this Lease against or with respect to the Leased Premises or paying the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account specified in Article 3 above, as of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installmentsJanuary 1, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent2021, Tenant shall also pay as additional rent Tenant’s Share of the annual Direct Expenses which are in excess of the Direct Expenses for the Base Year (as those terms are defined below). Such additional rent, together with any and all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant to Landlord pursuant to the terms of this Lease other than 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” and shall constitute “Rent” within the meaning of California Civil Code Section 1951(a). 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 expressly provided in this Article 4). Without limitation on other obligations of 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 or of Landlord to refund any overcharges shall survive the expiration of the Lease Term, to the extent same is attributable to the time period prior to the Lease Term. If Tenant disputes that an amount is due and owing by it pursuant to this Lease, Tenant shall have the right, without waiving any rights held by it at law or in equity, to pay any such amount under protest and thereafter to seek recovery of all or any part thereof from Landlord. Any invoice for Additional Rent (whether or not same other than Tenant’s Share of the annual Direct Expenses which are in excess of the Direct Expenses for the Base Year) shall be designated "Additional Rent") separate and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay apart from the invoice for Base Rent. Tenant , and shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leaseclearly label and identify general expense categories.

Additional Rent. In addition to the Fixed Rent, Tenant shall promptly pay to Landlord as Additional Rent all taxesother amounts which Tenant assumes or agrees to pay to Landlord pursuant to this Lease, assessmentsincluding, impositionswithout limitation, leviesamounts paid by Landlord for taxes and insurance on the real property constituting the Premises, chargessuch costs and expenses as Landlord may incur for maintenance of the Premises, excisesand all other amounts referred to herein as "Additional Rent", feesexcept as otherwise provided by the terms of this Lease. Unless another time is expressly provided, licenses Additional Rent shall be due and other sums payable on demand or together with the next succeeding installment of Fixed Rent, whichever occurs first. Landlord shall have the same remedies for failure to pay the Additional Rent as for a non-payment of Fixed Rent. At Landlord's option, amounts of Additional Rent attributable to property taxes and insurance may be estimated and payable monthly together with the Fixed Rent, provided however, that if any such amounts are estimated, Landlord shall deliver to Tenant within sixty (collectively, "Impositions"60) levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or days after the expiration of each calendar year a reasonably detailed statement showing the actual Additional Rent incurred during the Term of preceding year. If Tenant's payments under this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes Section during the last calendar years in which any portion of preceding year exceed the Term falls actual amounts incurred, as indicated on said statement, Tenant shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only credited the amount of each installment payable during a calendar year shall be included in taxes for that calendar yearsuch over-payment against Tenant's Rent next becoming due. If received by LandlordTenant's payments under this Section during said preceding year were less than actual amounts incurred, as indicated on said statement, Tenant shall pay to Landlord shall provide to Tenant a copy the amount of all final tax bill(s) for each calendar year the deficiency within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required delivery by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leasesaid statement.

Additional Rent. This Lease is what is commonly called a "Net, Net, Net Lease", it being understood that, except as otherwise expressly provided herein, the Landlord shall receive all rent free and clear of any and all other impositions, taxes, liens, charges or expenses of any nature whatsoever in connection with the ownership and operation of the Premises. In addition to the Base Rent, Tenant shall promptly pay to the parties respectively entitled thereto, or satisfy directly, all taxes, assessments, impositions, leviesinsurance premiums, operating charges, maintenance charges, construction costs, and any other costs, obligations, liabilities, requirements, and expenses which arise with regard to the Premises or may be contemplated under any provisions of the Lease during the Term, except as otherwise expressly provided in this Lease. Such obligations of Tenant shall include, without limiting the generality of the foregoing, the reimbursement to Landlord of costs incurred in fulfilling its repair and maintenance obligations hereunder, including specifically those set forth in Paragraph 14, except as otherwise provided herein. All of such charges, costs, obligations, liabilities, requirements, and expenses shall constitute additional rent, and upon the failure of Tenant to pay or satisfy any of such costs, charges, excisesobligations, feesliabilities, licenses requirements, or expenses, Landlord shall have the same rights and other sums (collectivelyremedies as otherwise provided in the Lease for the failure of Tenant to pay rent. It is the intention of the parties, "Impositions") leviedthat, assessedexcept as otherwise expressly provided herein, charged or imposed by any Governmental Authority or other taxing authority the Lease shall not be terminable for any period prior reason by the Tenant, and that Tenant shall in no event be entitled to any abatement, offset, deduction, or during reduction of rent payable under the Term Lease. Tenant's sole recourse to resolve a dispute under the Lease shall be to a court of law, except for any arbitration or appraisal rights provided by this Lease against Lease, and except that either Landlord or with respect Tenant shall have the right to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount submit any unresolved dispute between Landlord and Tenant regarding any amounts and charges to be paid by Tenant on account of taxes during to binding arbitration under the last calendar years in which any portion commercial rules of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes American Arbitration Association in San Diego, California. Except as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions otherwise expressly provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquentherein, Tenant shall also pay all interest, penalties have no right to offset any damages of claims against any payments due Landlord unless and other amounts payable as until incorporated into a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection judgment of the Imposition so contestedSuperior Court of San Diego County, regardless of whether or not the judgment is appealed. The LandlordAny present or of future law to the contrary shall not alter this agreement of the parties. Consequently, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to hereunder, including, without limitation, payments for Operating Expenses, the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver reimbursement to Landlord upon Landlord's request copies of actual paid receiptscosts incurred in fulfilling its repair and maintenance obligations hereunder, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder including specifically those set forth in Paragraph 14, real property taxes, insurance and repairs, will be considered additional rent for which Tenant is responsible with respect to the Leased Premises in accordance with the terms purposes of this Lease, and the word "rent" as used in this Lease will include all such additional rent unless the context specifically or clearly implies that only Monthly Base Rent is intended.

Additional Rent. Tenant Commencing on the Rent Commencement Date, in addition to Base Rent, Subtenant shall promptly pay to Sublandlord, or to Master Landlord directly if Master Landlord so requires, (i) Real Property Taxes, (ii) the Asset Management Fee, and (iii) Subtenant’s share of costs incurred by Sublandlord pursuant to Section 8(a) below, all taxesas is more particularly described in this Sublease. In addition, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority commencing on the Commencement Date Subtenant shall reimburse Sublandlord for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount expenses and charges to be paid by Tenant on account Sublandlord, as Tenant, under the Master Lease that Subtenant is expressly required to pay by the terms of taxes during this Sublease, which shall include but not be limited to the last calendar years in which any portion costs (if any) under Section 8.1 of the Term falls shall be prorated per diem so that Tenant is liable only for so much Master Lease; cost of such taxes as the portion any bond required under Section 8.7 of the Term Master Lease; fees (if any) under Section 19.5 of the Master Lease which falls within such calendar year bears are due as a result of the acts of Subtenant; reimbursement for taxes on personal property, equipment and fixtures located in or about the Sublease Premises; and damages recoverable due to a full calendar yeardefault under the Master Lease which is a result of any Default or failure of performance by Subtenant under this Sublease. In case All such amounts, together with any other sums that are due from Subtenant to Sublandlord under the terms of special taxes which may be payable in installments, only this Sublease are designated herein as “Additional Rent” for the amount purposes of each installment payable during a calendar year shall be included in taxes for that calendar yearthis Sublease. If received by LandlordSubtenant defaults in the performance of any of its obligations hereunder after such notice and opportunity to cure as is provided in this Sublease, Landlord then Sublandlord may, but shall provide not be obligated to, perform such obligations, and the cost thereof to Tenant a copy of Sublandlord shall also be Additional Rent. Unless otherwise specifically provided in this Sublease, Subtenant shall pay Sublandlord all final tax bill(s) for each calendar year Additional Rent within ten (10) business days after Landlord'▇ ▇▇ceipt of such tax bill(s)demand. Tenant shall prepare As used herein the term “Rent” refers to both Base and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Lease.

Additional Rent. A. In addition to the annual Base Rent payable by Tenant under this Lease, from the date of Tenant's occupancy of the Leased Premises, Tenant shall promptly pay as additional rent any and all other charges required to be paid in connection with this Lease at the times herein provided for the payment thereof ("Additional Rent"). B. Tenant shall pay monthly as Additional Rent, Tenant's Proportionate Share of all real estate taxes including municipal sewer and water rents and charges, if any, and extraordinary expenses and assessments, if any, assessed against the entire parcel of which the Demised Premises forms a part for the lease year. In addition to the obligation to pay taxes, assessmentsTenant shall pay Tenant's Proportionate Share of any levy for the installation of local improvements affecting the real estate of which the Demised Premises are a part which may be assessed by applicable governmental entities for all purposes of this Lease. In the event that Landlord obtains a reduction in real estate taxes, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or as established during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by LandlordAgreement, Landlord shall provide pass on to Tenant a copy Tenant's C. Tenant shall pay to Landlord as Additional Rent Tenant's Proportionate Share of all final tax bill(s) maintenance and management costs for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt the exterior areas of the Building and the common areas of the Building, including, but not limited to, items noted on Exhibit D. Landlord shall, at its own expense maintain the foundations and the steel structure of the Building; provided that Tenant shall be solely responsible for damage to any of these areas occasioned by the fault or negligence of Tenant, its employees, agents, contractors and/or invitees. D. The Tenant shall pay to the Landlord utility meter installation and maintenance charges and such tax bill(s)gas, electric, water and sewer service and usage charges or rentals as may, during the Term of this Lease, be assessed or imposed for the utilities used or consumed in or on the Demised Premises, whether determined by meter or otherwise, as soon as the same may be payable. If such charges or rentals are not so paid, the same shall be added as Additional Rent. E. Tenant shall, at Tenant's expense, maintain Service Contracts with reliable contractors to perform regular, monthly or other required services and maintenance to the heating, plumbing, electrical, fire safety and mechanical systems in the Demised Premises. Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate pay for either directly to the Impositions appropriate utility company or as Additional Rent all gas, electricity, water, sewer and/or other utilities consumed or used in the Demised Premises and the proportionate share of common area utilities during the Term of the Lease. F. If Landlord shall incur any charge or expense on behalf of the Tenant under the terms of this Lease, such charge or expense shall be considered Additional Rent (including construction costs and expenses for the fit up of the Demised Premises) hereunder; in addition to and not in limitation of any other rights and remedies which Landlord may have in case of the failure by Tenant to pay such sums when due, such non-payment shall entitle Landlord to the remedies available to it hereunder for non-payment of rent. All such charges or expenses shall be paid hereunderto Landlord at its office or its successor assignee or nominee, in Gladstone, New Jersey or at such other place and to such other person as Landlord may from time to time designate in writing. Tenant Any unpaid rent or additional rent shall deliver to Landlordaccrue interest thereon at the rate of fifteen percent (15%) per annum, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within commencing thirty (30) days after paymentthe date it is due. G. Tenant shall pay the cost of insurance, as defined in Paragraph 14, as Additional Rent. H. With respect to Tenants' obligations under this Paragraph 6 and Paragraphs 7 and 14 hereafter, Landlord shall estimate and ▇▇▇▇ Tenant monthly for Tenant's Proportionate Share of the costs thereof, which sums Tenant shall pay as Additional Rent together with the monthly Base Rent due hereunder. Said estimates may be revised upward or downward from time to time to reflect increased or decreased costs. Sometime after the end of each calendar year, (or at the end of the Term of the Lease, if other than December 31), Landlord shall determine the actual costs incurred and ▇▇▇▇ Tenant for any balance due or pay Tenant any monies due it. In the event that the Tenant fails to pay any Impositions prior to becoming delinquentdoes not question Landlord's estimate, Tenant shall also pay all interestin writing, penalties and other amounts payable as a result within 2 months of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expensereceipt of said estimate, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest said estimate shall be promptly considered non-negotiable and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leasevalid claim.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other Any amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant under this Lease (in addition to Base Rent) hereunder and any charges or expenses incurred by Landlord on behalf of Tenant under the terms of this Lease Lease, including, without limitation, any expenses incurred for taxes, insurance, maintenance, repairs, replacements, owner's association dues and assessments, utilities and other than Base Rent charges assessed against or attributed to the Demised Premises which are the obligation of Tenant hereunder, shall constitute Additional Rent be considered additional rent (whether or not same be designated herein, "Additional Rent") payable in the same manner and failure by upon the same terms and conditions as Base Rent reserved hereunder except as expressly set forth herein to the contrary. Without limiting the foregoing, Tenant shall and does hereby agree to timely pay such other sums directly, or to reimburse Landlord upon demand for, as Landlord may direct, and Additional Rent shall include, any and all owner's association dues and assessments, utilities and charges may be treated assessed against or attributed to the Demised Premises pursuant to any applicable easements, covenants, restrictions, agreements, declaration of protective covenants or development standards paid by Landlord as a with respect to or imposed or assessed upon or against the Demised Premises from time to time throughout that portion of the Term (and any extension thereof) commencing with the Lease Commencement Date. Any failure by on the part of Tenant to pay such Additional Rent when due shall entitle Landlord to the remedies available to it for non-payment of Base Rent, including, without limitation, late charges and interest thereon at the Interest Rate (as herein defined) pursuant to Section 32 hereof. Tenant shall promptly deliver to Landlord upon LandlordTenant's request copies obligations for payment of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect shall begin to accrue on the Leased Premises in accordance with Lease Commencement Date regardless of the terms of this LeaseBase Rent Commencement Date.

Additional Rent. For the calendar year 1999, Tenant shall promptly pay all taxes$3,641.07 per month to Landlord as Additional Rent; provided, assessmentshowever, impositionsin the event the square footage of the mezzanine space exceeds 9,409 square feet, leviessaid monthly payment shall be increased at the rate of $.07 per square foot per month for each excess square foot. Additional Rent is subject to periodic adjustments as provided herein. Additional Rent shall be due and payable during each month of abated Base Rent, chargesif any. Tenant covenants to pay without notice, excisesdeduction, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged set-off or imposed by any Governmental Authority or other taxing authority abatement to Landlord the Additional Rent in lawful money of the United States in equal consecutive monthly installments in advance on the first day of each month during the Lease Term. Additional Rent for any period prior partial month shall be prorated on a per diem basis. Additional Rent shall be payable to Landlord at Landlord's Address or during such other place as Landlord may designate in writing. In order to provide for current payments of Additional Rent, Tenant agrees to pay an amount of Additional Rent reasonably estimated by Landlord from time to time commencing on the Term first day of this Lease against the month following the month in which Landlord notifies Tenant of the amount of such Additional Rent. If, as finally determined, at the close of books for the calendar year and within sixty (60) days after the end of said calendar year, the amount of Additional Rent owing by Tenant shall be greater than or less than the aggregate of all installments so paid to Landlord for each calendar year, Tenant shall pay to Landlord the amount of such underpayment, or Landlord shall credit Tenant for the amount of such overpayment, as the case may be. It is the intention hereunder to estimate the amount of Additional Rent for each calendar year and 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 the Leased Premises or the Base Rent or payment of Additional Rent payable hereunder. The amount shall survive the termination of this Lease with regard to be paid by Tenant on account Additional Rent attributable to any full and/or partial year immediately preceding the termination of taxes during the last calendar years in this Lease for which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year any underpayment has not yet been calculated pursuant hereto. Any payment, refund or credit made pursuant to this paragraph shall be included in taxes for that calendar year. If received by Landlordmade without prejudice to any right of Tenant to dispute the amount of Additional Rent owing, or the right of Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate correct any items as billed pursuant to the Impositions to be paid hereunderprovisions hereof. Tenant shall deliver to Landlord, (i) within ten (10) Within 30 days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In date Landlord notifies Tenant of the event that the Tenant fails to pay any Impositions prior to becoming delinquentamount of Additional Rent owing, Tenant or its authorized agent at Tenant sole cost and expense shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise inspect the books of Landlord during the business hours of Landlord at such contest through negotiationslocation that Landlord may specify, for the purpose of verifying such amount. Unless Tenant shall pay and save asserts specific errors within such 30 days, such notification by Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined deemed to be payable therein or correct. No decrease in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts Additional Rent shall reduce Tenant's liability hereunder below the performance amount of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leasepayable hereunder.

Additional Rent. Tenant shall promptly pay Except as provided herein, all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed monies required to be paid by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or Sub-Sublandlord with respect to the Leased Sub-Subleased Premises or the (other than Base Rent or Additional Rent payable hereunder. The amount to ) under the Master Sublease (as incorporated herein) shall be paid by Tenant on account of taxes during Sub-Subtenant hereunder as and when such amounts are due under the last calendar years Master Sublease (without any markup or administrative fee unless expressly provided herein) which are related to any increase in which any portion utility expenses for after business hours use of the Term falls shall be prorated per diem so that Tenant is liable only for so much Sub-Subleased Premises and/or related to any increase in the pro rata share of such property taxes as due to the portion sale of transfer of the Term property of which falls within such calendar year bears to the Sub-Subleased Premises are a full calendar year. In case of special taxes which may be payable in installmentspart, only the amount of each installment payable during a calendar year shall be included in taxes and/or for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year any other amounts due under this Sub-Sublease within ten (10) days after Landlord'▇ ▇▇ceipt following Sub-Subtenant’s receipt of such tax bill(sdemand therefor (accompanied by reasonable supporting documentation). Tenant All such amounts shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to be deemed additional rent (“Additional Rent”). Additional Rent, if applicable, shall not be abated during the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year first two months of the Term, within thirty (30) days after payment. Base Rent and Additional Rent hereinafter collectively shall be referred to as “Rent”. In the event Sub-Sublandlord incurs any out-of-pocket costs or expenses (or is billed by Master Landlord or Master Tenant for items) which are directly attributable to additional services that Sub-Subtenant specifically requests and are furnished to the Tenant fails Sub-Subleased Premises, or utilities furnished to pay any Impositions prior or for the Sub-Subleased Premises for additional utility expenses related to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest after business hours use during the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, Term at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest request of Sub-Subtenant or with respect to any Impositions referred to above repairs made in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have Sub-Subleased Premises during the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant Term pursuant to the terms of the Master Lease, Master Sublease and this Lease other than Base Rent Sub-Sublease, such costs and expenses shall constitute be deemed Additional Rent (whether under this Sub-Sublease, and Sub-Subtenant shall promptly pay Sub-Sublandlord or the applicable provider, as the case may be, the amount of such costs and expenses. Notwithstanding anything to the contrary contained herein, Sub-Subtenant shall not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay responsible for the Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills utility expenses or other documentation evidencing all charges due from Sub-Sublandlord under the terms of the Master Sublease or due from Master Tenant under the Master Lease or any other charges or costs attributable or accruing prior to the Commencement Date, except as set forth in the immediately preceding sentence. Sub-Subtenant will have no obligation to perform any of the obligations of Sub-Sublandlord as “Sublessee” under the Master Sublease or Master Tenant under the Master Lease which constitute Additional Rent hereunder for accrued prior to the Commencement Date but which have not been performed by Sub-Sublandlord (or Master Tenant, as applicable), including without limitation, the obligation to repair any damage to the Sub-Subleased Premises existing as of the Commencement Date, to remove any alterations, additions or improvements performed by or at the direction of Sub-Sublandlord or Master Tenant, to correct any violation of law, ordinance or regulation caused by Sub-Sublandlord or Master Tenant, or to indemnify, defend or hold harmless Sub-Sublandlord, Master Tenant is responsible or Master Landlord with respect to matters occurring prior to the Leased Premises in accordance with Commencement Date. Sub-Sublandlord shall not be liable for damaged caused or repairs necessitated by the terms of this Leaseacts or omissions on Sub-Sublandlord during the Term.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and All monies other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the than Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant Subtenant under this Sublease shall be deemed additional rent (“Additional Rent”). Additional Rent shall include, without limitation, all amounts payable by Sublandlord under the Master with respect to or reasonably allocated to the terms Subleased Premises. Subtenant acknowledges that Sublandlord is required to pay “Expenses” and “Taxes” and estimated payments thereof and adjustments thereto under Exhibit E of this Lease the Master Lease. In addition to all other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant set forth in this Sublease, Subtenant shall pay to timely pay such other sums or charges may be treated by Landlord Sublandlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible hereunder, all of such “Expenses” and “Taxes” payable by Sublandlord with respect to the Leased Premises Subleased Premises. Such amounts (including estimated payments thereof and adjustments thereto) shall be payable by Subtenant no later than two (2) days before the dates the same are due under the Master Lease. Sublandlord shall promptly forward the appropriate invoices received from Master Landlord. Subtenant and Sublandlord agree, as a material part of the consideration given by Subtenant to Sublandlord for this Sublease, that Subtenant shall pay all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in accordance connection with the terms Subleased Premises under the Master Lease, such that Sublandlord shall receive, as net consideration for this Sublease, full reimbursement thereof. In the event any cost or expense is incurred by Sublandlord under the Master Lease for Subtenant’s sole benefit or as a result of this LeaseSubtenant’s request for certain services, Subtenant shall pay the entire cost thereof.

Additional Rent. Tenant All monies other than Base Rent required to be --------------- paid by Subtenant under this Sublease, including, without limitation, any amounts payable by Sublandlord to the Master Landlord as "Additional Rent" (as defined in Paragraph 3B of the Master Lease), shall promptly be deemed additional rent to be paid by Subtenant ("Additional Rent"). Base Rent and Additional Rent hereinafter collectively shall be referred to as "Rent". All amounts payable by Sublandlord to the Master Landlord as "Additional Rent" (as defined in Paragraph 3B of the Master Lease) are referred to herein as "Master Lease Additional Rent". Subtenant shall pay all taxesMaster Lease Additional Rent as and when the same are due and payable to the Master Landlord under the Master Lease. Subtenant shall be entitled to all credits, assessmentsif any, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed given by any Governmental Authority or other taxing authority the Master Landlord to Sublandlord for any period prior Sublandlord's overpayment of Master Lease Additional Rent to or the extent such overpayment is fairly allocable to Master Lease Additional Rent accruing during the Term of this Sublease. Subtenant shall not be required to pay any Master Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies fairly allocable to any period of all settlements and notices pertaining time prior to the Impositions provided hereunder which may be issued by any Governmental AuthorityDelivery Date or after the Expiration Date, and or (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable solely as a result of such failure to pay when due. The Tenant may contest a default by Sublandlord under the amount or validity Master Lease, which default is not the result of any Imposition described in failure of Subtenant to fully and timely observe, perform and discharge all obligations imposed on Subtenant by this Section 4.2 by appropriate proceedings. HoweverSublease (including, without limitation, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection obligation of the Imposition so contested. The LandlordSubtenant, at the TenantSubtenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contestcost, fully pay to restore the Premises and discharge otherwise surrender the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this condition required by the Master Lease).

Additional Rent. Tenant In addition to the Base Rent, beginning on the Sublease Term Commencement Date and continuing throughout the Sublease Term thereafter, Subtenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums Additional Rent (collectively, "Impositions"hereinafter defined) levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term Sublandlord. For purposes of this Lease against or with respect to the Leased Premises or the Base Rent or Sublease, “Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls Rent” shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against mean any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to Subtenant under this Sublease, other than Base Rent, including the actual, out-of-pocket, reasonable expenses incurred by Sublandlord on behalf of Subtenant under the terms of this Lease other than Base Sublease. Additional Rent shall constitute include (without limitation) Subtenant’s Share of Operating Expenses (hereinafter defined), as such term “Operating Expenses” is defined in the Lease. “Subtenant’s Share of Operating Expenses” shall mean eleven and seventy-eight hundredths percent (11.78%) based on the ratio of the rentable area of the Subleased Premises to the rentable area of all premises in the Project as set forth in the Lease. Additional Rent (whether or not shall be payable in the same be designated "Additional Rent") manner and failure by Tenant to timely pay such other sums or charges may be treated by Landlord upon the same terms and conditions as a failure by Tenant to pay the Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receiptsBase Rent, bills or other documentation evidencing Additional Rent, and all other charges which constitute amounts payable by Subtenant to Sublandlord hereunder are collectively referred to herein as “Rent.” In the event of a default in the payment of Additional Rent hereunder Rent, Sublandlord shall have the same remedies as for which Tenant a default in the payment of Base Rent. Subtenant acknowledges and agrees that it is intended that this is a net sublease that is completely carefree to Sublandlord; that Sublandlord is not responsible with respect during the Sublease Term for any costs, charges, expenses, and outlays of any nature whatsoever arising from or relating to the Leased Premises in accordance with Subleased Premises, or the terms use and occupancy thereof, or the contents thereof, or the business carried on therein; and Subtenant shall pay all charges, expenses, costs, and outlays of this Leaseevery nature and kind relating to the Subleased Premises.

Additional Rent. a. As Additional Rent, Tenant shall promptly pay all taxesto Landlord at the times hereinafter set forth, assessments, impositions, levies, charges, excises, fees, licenses and other sums an amount equal to (collectively, i) Tenant's Share specified hereinbelow of any increase in "Impositions"Operating Expenses" (defined below in this paragraph 5.2) levied, assessed, charged paid or imposed incurred by Landlord in any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or calendar year with respect to the Leased Premises operation, repair, maintenance and management of the Building above such Operating Expenses paid or incurred by Landlord during the Base Year specified herein below and (ii) Tenant's share of any increase in "Taxes" (defined below in this paragraph 5.2) paid or incurred by Landlord in any fiscal year in excess of those paid or incurred in the Base Tax Year specified herein below (all such rentals, charges and sums other than Minimum Rent or being sometimes referred to in this Lease as Additional Rent and payable as additional rent hereunder, whether or not the same may be designated "Additional Rent"). If such amounts are not paid at the time provided in this Lease, they shall nevertheless be collectable, together with any interest or late charge provided for herein, as Additional Rent with the next installment of Minimum Rent thereafter falling due, but nothing herein contained shall be deemed to suspend or delay the payment of any amount of money or charge at the time the same becomes due and payable hereunder, or limit any other remedy of Landlord. The Landlord's invoice or demand for any Additional Rent hereunder may be made by regular mail, notwithstanding the provisions hereof concerning notices. Where the time for payment of any Additional Rent is not specified herein, the same shall be due and payable twenty (20) days after Landlord's invoice or demand is given. If at any time during the Term, less than ninety-five percent (95%) of the total leasable area of the Building is occupied, the Operating Expenses and Taxes shall be adjusted by Landlord to reasonably approximate the Operating Expenses and Taxes which would have been incurred if the Building had been at least ninety-five percent (95%) occupied. At or after the commencement of any calendar year subsequent to the Base Year Landlord may, but shall not be required to, notify Tenant of Landlord's estimate of the amount of any increase in Operating Expenses for such calendar year over Operating Expenses for the Base Year, the amount of any increase in Taxes over those paid or incurred in the Base Tax Year and of the amount of such estimated increases payable to Tenant. Tenant shall pay to Landlord on the first day of each calendar month one-twelfth (1/12) of the amount of such estimated annual increases in Operating Expenses and Taxes payable by Tenant hereunder. Statements of the amount of actual Operating Expenses for the preceding calendar year, of Taxes for the appropriate fiscal year and of the amount of such increases payable by Tenant shall be given to Tenant following the end of the year. All amounts payable to Tenant as shown on said statement, less any amounts theretofore paid by Tenant on account of taxes during the last calendar years Landlord's estimate of increases in which any portion of the Term falls Operating Expenses and Taxes made pursuant to this paragraph 5.2 shall be prorated per diem so that paid by Tenant is liable only for so much upon delivery of such taxes as the portion of the Term which falls within such calendar year bears said statement to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join has paid in any given year estimated increases beyond those later determined from actual reconciliation, then such contestation proceedings overpayment shall be applied toward the Rent for the following year or, if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in this Lease has terminated and not been renewed as provided herein, such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest overpayment shall be promptly refunded to Tenant. If at any time Landlord determines that Operating Expenses or Taxes will materially vary from the then estimated Operating Expenses or Taxes, Landlord may, by written notice to Tenant, revise the amounts of the estimated payments due from Tenant, and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall thereafter pay such revised payments. b. The amount of any increase in Operating Expenses and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) Taxes payable by Tenant for the year in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which this Lease terminates shall be levied, assessed, charged or imposed or be determined prorated on the basis which the number of days from and including the commencement of said year to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, including the date on which this lease terminates bears to 365 and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums due and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms payable when tendered notwithstanding termination of this Lease. c. The term "Operating Expenses" as used herein shall include all costs of operation, repair, maintenance and management of the Building, including the Premises, except those costs which are the exclusive responsibility of Tenant or any other tenant of the Building under this lease or other applicable leases. By way of illustration, but not limitation, Operating Expenses shall include the cost of and charges for the following items: heat, light, water, sewer, power, steam, and other utilities and systems (including without limitation any temporary or permanent utility surcharge or other exaction, whether now or hereafter imposed), waste disposal, janitorial services, guard services, window cleaning, air conditioning, repairs, replacements, materials and supplies, equipment and tools, service agreements on elevators, insurance, licenses, permits and inspections, wages and salaries, employee benefits and payroll taxes, accounting and legal expenses, management fees, depreciation on personal property, including, without limitation, window coverings provided by Landlord and carpeting in public corridors and common areas, and the cost of contesting the validity or applicability of any governmental enactments which may affect Operating Expenses. Notwithstanding the foregoing, the following items shall not be included in Operating Expenses: (1) any payments under a ground lease or master lease relating to the Building; (2) expenditures which, under generally accepted accounting principles, are capitalized, except that Landlord may include in Operating Expenses an amortization (in accordance with generally accepted accounting principles) of the amount of any capital expenditures made either for the purpose of reducing Operating Expenses or in order to comply with the requirements of applicable law which take effect with regard to the Building after the Commencement Date; (3) rentals for any improvements and permanently installed fixtures (including HVAC equipment and facilities) which if purchased, rather than rented, would constitute a capital expenditure not permitted to be included in Operating Expenses hereunder (excluding, rentals in connection with normal or emergency repairs and maintenance, and excluding in any event any equipment used in providing janitorial or similar services); (4) all costs and expenses for which Landlord is reimbursed under an "all-risk" policy of insurance or which are covered by condemnation proceeds, to the extent of the net receipts from such insurance or proceeds; (5) costs, including permit, license and inspection costs, directly incurred in the installation of improvements made within the premises and exclusively for the benefit of a particular tenant of the Building, including costs of improving, decorating, painting or redecorating premises for such a tenant; (6) costs incurred exclusively in connection with the leasing of premises in the Building, including but not limited to, leasing commissions, real estate brokerage commissions, and attorneys' fees in connection with the negotiation and preparation of lease proposals, deal memos, letters of intent, leases, subleases and/or assignments, space planning costs, and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Building; (7) costs and expenses of providing any service or utility to or within the premises of another tenant of the Building where such service or utility is of a nature which is not Landlord's responsibility to provide pursuant to this Lease, except where Landlord may provide such service or utility both to such other premises and to the Premises; (8) costs and expenses incurred in connection with the negotiation or litigation of disputes with Tenant or another tenant of claims of violation by Landlord of this Lease or any other lease in the Building, including fines, penalties, interest, damages and any legal and other professional fees; (9) the portion of any fee or charge for services paid to a party owned by or under common ownership with Landlord to the extent that the same exceeds the competitive cost for such services were they not so rendered by a party affiliated with Landlord, except that Operating Expenses may, in any event, include a management fee in an amount not to exceed five percent (5%) of gross revenue; (10) any interest, principal payments, attorneys' fees, points, fees or closing or other lender costs on financing secured by a deed of trust or mortgage on the Building; (11) a separate charge for Landlord's general corporate overhead and general and administrative expenses; (12) with regard to any employee who shall devote less than all of his or her time to the operation, management, repair and maintenance of the Building, the labor costs allocable to the portion of his time not so devoted; (13) advertising or promotional expenses with respect to leasing space in the Building; (14) costs incurred to comply with laws relating to the removal, remediation, containment or treatment of Hazardous Materials; (15) costs and expenses incurred by Landlord in performing work necessary to remedy violations of code requirements concerning Building improvements where such code requirements were applicable at the time of the initial installation or construction of such improvements or were otherwise required to be complied with by Landlord in the Building prior to the Commencement Date; (16) all costs and expenses for repairs and maintenance for which Landlord is reimbursed directly by any tenant of any space in the Building (excluding reimbursement under an operating expense provision) or by vendor, contractor or provider of materials or services to Landlord; (17) charitable or political contributions of Landlord; (18) costs attributable to enforcing leases against tenants in the Building or in litigating other disputes with tenants regarding the rights and obligations of Landlord, such as attorneys' fees, court costs, adverse judgments and similar expenses; (19) costs associated exclusively with the operation of the business of the person or entity which constitutes Landlord which are not directly related to the operation of the Building and which relate to the following: the formation of any entity which constitutes Landlord; the internal accounting and legal matters which relate exclusively to preparation of the tax returns and financial statements of such person or entity, together with the gathering of data therefor; the cost of defending any lawsuits with any mortgagee (except as the actions of Tenant may be an issue); the costs of selling, syndication, financing, mortgaging or hypothecating any of Landlord's interest in the real property and improvements constituting the Building; and the costs of any dispute between Landlord and any employee to the extent that the other costs attributable to the employment of such employee are not permitted to be included within Operating Expenses pursuant to this Lease; or (20) reserves for bad debt or lost rent.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other All sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount required hereunder to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls Subtenant whatsoever not included within such calendar year bears to a full calendar year. In case of special taxes which may be Base Rent and payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to Subtenant under the terms of this Lease other than Base Rent Sublease shall constitute additional rent (“Additional Rent (Rent”) even if not specifically designated as such hereunder and shall be payable without set-off or deduction whether or not so specified elsewhere in this Sublease, and in the event of non-payment thereof by Subtenant, Sublandlord shall have all of the same be designated "Additional Rent") rights and failure by Tenant to timely pay such other sums or charges may be treated by Landlord remedies with respect thereto as a failure by Tenant to pay in the case of non-payment of Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Base Rent and Additional Rent hereunder for which Tenant is responsible with respect are sometimes hereinafter collectively referred to as “Rent” In addition to paying Base Rent, beginning on the Leased Premises Commencement Date, Subtenant shall pay to Sublandlord, as additional rent, 100% of the cost of: (a) the applicable sales tax on the Base Rent; (b) Subtenant’s share of the Allocated Share of Operating Costs in accordance with the terms and provisions of this Article 5 of the Master Lease (c) late fees or penalties assessed against Sublandlord or Master Landlord as a result of Subtenant’s acts or omissions, and (d) charges incurred as a result of excess or additional services specifically requested by Subtenant for the Subleased Premises, such as extra air conditioning hours. Notwithstanding anything herein contained to the contrary, to the extent that any additional rent, sums, charges or other costs or expenses are due under the Master Lease by reason of a default of Sublandlord thereunder which is not directly derivative of a default of Subtenant hereunder or are otherwise due thereunder with respect to the seeking of a consent or approval by Sublandlord which is not directly derivative of a request hereunder by Subtenant or relate to a matter which first arose or first accrued prior to the Commencement Date, then, in any such event, the same shall not constitute additional rent hereunder and shall not be payable by Subtenant hereunder. During the Sublease Term, Subtenant shall have non-exclusive use on a first come, first served basis of twenty six (26) unreserved and (2) reserved parking spaces (“Parking Rate”) and subject to Section 31 of the Master Lease. The Parking Rate shall increase on annual basis pursuant to Section 31 of the Master Lease. The Subtenant’s right to use the parking space is expressly conditioned upon Subtenant’s compliance with all reasonable rules and regulations respecting parking established from time to time by Sublandlord or Master Landlord of which Subtenant is provided notice. Subtenant shall be required to pay for all such allocated parking spaces whether Subtenant uses such spaces or not.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority A. As part of the consideration for any period prior to or during the Term execution of this Lease against or with respect Agreement, and in addition to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount specified above, Tenant covenants and agrees to be paid by Tenant on account of taxes pay, for each Lease Year (as hereinafter defined) during the last calendar years in which any portion Term, as additional rent (the "Additional Rent"), one hundred percent (100%) of the Operating Expenses (as hereinafter defined) for that Lease Year; provided, however, the Operating Expenses for the initial Lease Year of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to exceed Six and 70/100 Dollars (i$6.70) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance per square foot of its interest Net Rentable Area of the Leased Premises. Tenant agrees For purposes of calculating Additional Rent under this Section 6, the Controllable Operating Expenses (defined below) for each Lease Year after the initial Lease Year that each may be included in Operating Expenses for such contest Lease Year shall not be more than five percent (5%) greater than the Controllable Operating Expenses for the then previous Lease Year. "Controllable Operating Expenses" shall mean all items of Operating Expenses which are within the reasonable control of Landlord, but specifically excluding taxes, utilities, costs associated with providing security to the Complex, insurance, costs incurred to comply with governmental requirements, wages and salaries affected by the minimum wage, and other costs beyond the reasonable control of Landlord. For purposes hereof, the initial "Lease Year" shall be promptly the period commencing on the Commencement Date and diligently prosecuted to a final conclusion, except continuing through the day that Tenant shall, have is twelve (12) months following the right to attempt to settle or compromise such contest through negotiationsCommencement Date. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly Each "Lease Year" after the final determination of such contest, fully pay and discharge the amounts which initial Lease Year shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts a consecutive twelve (12) month period commencing on the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to first day immediately following the terms of this preceding Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this LeaseYear.

Additional Rent. Tenant Except as specifically provided herein, the Basic Rent shall promptly pay be absolutely net to Landlord so that this Lease Agreement shall yield, not to Landlord, the Basic Rent specified in Section 3.1 in each year of the term of this Lease Agreement and, except as specifically provided herein, that all taxesImpositions (a hereinafter defined), assessmentsinsurance premiums, impositionsutility charges, leviesmaintenance, repair and replacement expenses, all expenses relating to compliance with laws, other than laws governing the construction of Landlord's Improvements to the extent that compliance with such is the obligation of Landlord as provided in Section 2.1 hereof, and all other costs, fees, charges, excisesexpenses, fees, licenses reimbursements and other sums obligations of every kind and nature whatsoever relating to the Demised Premises (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority excepting only Landlord's portion of the proration of real estate taxes and special assessments for any period prior to or during the Term first and last years of the term of this Lease against Agreement referred to in Section 5.1 and certain taxes of Landlord referred to in the last sentence of Section 5.3 of this Lease Agreement) which may arise or with respect to become due during the Leased Premises term (or the Base Rent Early Occupancy Period) or Additional Rent payable hereunder. The amount to by reason of events occurring during the term (or the Early Occupancy Period) of this Lease Agreement shall be paid or discharged by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after paymentitems being sometimes hereinafter collectively referred to as "Additional Rent"). In the event that the Tenant fails to pay or discharge any Impositions prior Imposition, which is Tenant's obligation hereunder, insurance premium, utility charge, maintenance repair or replacement expense which it is obligated to becoming delinquentpay or discharge, Landlord may, but shall not be obligated to pay the same, and in that event Tenant shall also immediately reimburse Landlord therefore and pay all interestthe same as Additional Rent, penalties and other amounts payable as a result of such failure Tenant hereby agrees to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. Howeverindemnify, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay defend and save Landlord harmless from and against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interestImpositions, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlordare Tenant's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leaseobligations hereunder.

Additional Rent. (a) Beginning on the Commencement Date, Tenant shall promptly pay pay, as Additional Rent one hundred percent (100%) of all taxes, assessments, impositions, levies, charges, excises, fees, licenses additional rent payments for real estate taxes under Section 6 of the Prime Lease (as such terms are referred to in the Prime Lease) and one hundred percent (100%) of all payments for the use of the dumpster under Section 22 of the Prime Lease. Rental and any other sums due hereunder not paid by the due date shall bear interest of 18% per annum. All payments shall be made to Landlord at its address set forth in Section 24 below, or at such other address or addresses as Landlord may from time to time designate by written notice to Tenant. Tenant shall also pay, as Additional Rent, the cost of all utilities furnished to Tenant on the Premises, including, but not limited to, electricity, gas, oil, water and sewer. Tenant agrees to pay any and all such charges for the Premises to Landlord in the event any such utilities are not separately metered to Tenant (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises extent Landlord is assessed such charges by Prime Landlord) or directly to the Base Rent or utility company if such utilities are separately metered. (b) Tenant's obligation to pay Additional Rent payable hereunder. The amount to hereunder shall be paid by Tenant on account of taxes during the last calendar years in which any portion period from and after the Commencement Date and shall survive the Expiration Date or sooner termination of the Term falls Term. (c) All amounts payable by Tenant to Landlord pursuant to this Sublease, including, without limitation, Base Rent and Additional Rent, shall be prorated per diem so that Tenant is liable only for so much deemed and constitute rent and, in the event of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlordany non-payment thereof, Landlord shall provide have all of the rights and remedies provided herein, in the Prime Lease or in law or at equity for non-payment of rent. (d) Tenant agrees to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate pay to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Landlord Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity pro rata share of any Imposition described in this Section 4.2 by appropriate proceedings. Howevertaxes attributable to leasehold improvements, furniture or equipment within the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for Premises which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be are payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to under the Leased Premises in accordance with the terms of this Prime Lease.

Additional Rent. (a) All amounts over and above, or in addition to, the Annual Fixed Rent which are payable by Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during Landlord under the Term terms of this Lease against or otherwise in connection with respect to the Leased use and occupancy of the Premises or including, without limitation, sums payable under work orders issued by the Base Rent or managing agent for the Building, shall be deemed Additional Rent payable hereunder. The amount to hereunder and shall be paid by Tenant on account in lawful money of taxes the United States, without any set-off or deduction whatsoever and otherwise in the same manner as an installment of the Annual Fixed Rent as elsewhere provided in this Lease; and Landlord shall have all the rights and remedies in the event of the non-payment thereof as it would have had in the event of the non-payment of any installment of the Annual Fixed Rent. Tenant’s obligation to pay any Annual Fixed Rent or any Additional Rent which shall have theretofore become due and payable shall survive the expiration or earlier termination of this Lease. (The Annual Fixed Rent and Additional Rent are sometimes collectively referred to in this Lease as “rent.”) Rent for any partial months during the last calendar years in which any portion of the Lease Term falls shall be prorated on a per diem so basis. Except as otherwise expressly set forth in this Lease, to the extent that Tenant is liable only shall fail to dispute any invoice for so much of such taxes as the portion of the Term which falls Additional Rent within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten ninety (1090) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements such invoice shall be conclusive and notices pertaining binding upon Tenant and Tenant shall be deemed to have waived any right to dispute the Impositions provided hereunder same. (b) Any Additional Rent for which may no due date is specified in this Lease shall be issued by any Governmental Authority, due and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, payable within thirty (30) days after paymentthe date of invoice. In the event that the Tenant fails Whenever pursuant to pay any Impositions prior this Lease either Landlord or Tenant, as applicable, requests reimbursement for its out-of-pocket costs (as opposed to becoming delinquentspecified costs), Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, such reimbursement shall be limited to those out-of-pocket expenses actually paid to unaffiliated third parties and (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable such party shall deliver to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each reimbursing party reasonable supporting documentation evidencing such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination delivery to such party of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's written request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leasetherefor.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any Any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant to Landlord, for Landlord's benefit or otherwise required to be reimbursed to Landlord pursuant to the terms of this Lease other than Base Rent including without limitation, any and all amounts required to be paid pursuant to Sections 3.04, 8.01, 8.02, 9.01, 10.09 and 22.02, shall constitute Additional Rent (whether or not same be designated deemed and hereby constitutes "Additional Rent") ADDITIONAL RENT" and failure shall be paid, without offset, in lawful money of the United States of America, when and as often as required by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Lease. Unless otherwise paid when due or specified in this Lease, items of Additional Rent payable to Landlord shall be paid with the next installment of Base Rent thereafter falling due hereunder; but nothing contained in the preceding clause of this sentence shall be deemed to suspend or delay the payment of any amount of money at the time the same becomes due and payable hereunder, or limit any remedy of Landlord. It is the intent of Landlord and Tenant that all payments of Base Rent, Supplemental Base Rent and Additional Rent payable to Landlord (all of which is hereinafter sometimes collectively referred to as "RENT") shall be absolutely net to Landlord, with all costs, expenses and charges of every kind and nature relating to the Leased Property that may arise or become due during the Lease Term to be paid by Tenant, and with Landlord to be indemnified and held harmless by Tenant from and against the same. It is the intention of the parties that Tenant shall bear any and all expenses relating to the Leased Property, whether such expenses be deemed significant or insignificant, whether currently anticipated or unanticipated by Landlord or Tenant, and whether or not required by any governmental or quasi-governmental authority as a condition to use or occupancy of the Leased Property or otherwise. Nothing contained in this Section 3.03, however, shall be construed to obligate Tenant to pay any principal, interest or other charges accruing with respect to any Fee Mortgage (as defined in Section 14.01).

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions"1) levied, assessed, charged or imposed by any Governmental Authority or other taxing authority Beginning with the payment of Fixed Rent due for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a 13th full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year month of the Term, within thirty (30) days after payment. In the event Sublessee shall pay to Sublessor, as Additional Rent, Sublessee's Proportionate Share, as hereinafter defined, of such amounts as Sublessor from time to time gives notice to Sublessee that the Tenant fails Sublessor is obligated to pay to Landlord in respect of Operating Costs, including estimated payments thereof, under and pursuant to Section 4.2 of the Lease, but only to the extent such payments on an annualized basis, exceed, or are reasonably estimated by Sublessor to exceed, $9.50 per rentable square feet per year. Sublessee shall be entitled to Sublessee's Proportionate Share of any Impositions prior credit or refund as and when received by Sublessor, and shall pay Sublessee's Proportionate Share of any additional payment request to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable be made by Sublessor for Operating Costs in excess of $9.50 per rentable square feet per year as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge Operating Costs for any calendar year as Section 4.2 of the amounts which Lease provided. Sublessee's Proportionate share shall be levieda fraction, assessedthe numerator of which is the rentable square feet in the Subleased Premises and the denominator of which is the rentable square feet in the Building, charged currently 50,345/201,378 or imposed or 25%. (2) All amounts payable by Sublessee to Sublessor pursuant to this Sublease, including, without limitation, Fixed Rent and Additional Rent, shall be determined deemed to be payable therein and shall constitute rent for all purposes hereunder and, in the event of any non-payment thereof, Sublessor shall have all of the rights and remedies provided herein (including, without limitation, those rights and remedies set forth in Section 10 hereof), at law or in connection therewithequity for non-payment of rent. The obligation of Sublessee to pay all amounts to Sublessor of Fixed Rent and Additional Rent due hereunder and under the Lease arising during the term of the Sublease, together with all penaltiesas incorporated herein and as modified hereby, fines, interest, costs and expenses thereof shall survive the Expiration Date or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms earlier termination of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this LeaseSublease.

Additional Rent. Tenant Subject to the abatement provisions set forth in Section 3 above, from and after the Rent Commencement Date, Sublessee shall promptly pay all taxesto Sublessor’s property manager, assessments, impositions, levies, charges, excises, fees, licenses Sublessee’s pro rata share of Expenses and Taxes (as defined in the Prime Lease) and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect associated project operating expenses as defined in Exhibit B to the Leased Premises Prime Lease as additional rent, to the Sublessor or the Base Rent or Additional Rent payable hereunderSublessor’s agents. The amount Sublessee’s pro rata share of such Expenses and Taxes is currently estimated to be paid by Tenant on account $0.49 per rentable square foot per month. Sublessor or Prime Lessor shall provide common area maintenance services and daily janitorial services (Monday — Friday), the cost of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes Expenses and Taxes. Sublessor shall not charge a property management fee or administration fee related to this Sublease other than those charges by Prime Lessor under the Prime Lease. Notwithstanding the foregoing, Sublessor and Sublessee acknowledge that the Sublet Premises will be separately metered for that calendar year. If received by Landlord, Landlord electricity at Sublessee’s sole cost and expense and Sublessee shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate directly pay to the Impositions electricity provider, prior to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt the due date thereof, copies of all settlements and notices pertaining charges for electricity usage in the Sublet Premises. Notwithstanding the foregoing or anything to the Impositions contrary in this Sublease or the Prime Lease, Sublessee shall pay for all utilities commencing on the Delivery Date, provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to Sublessee shall not pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties utilities in the nature of Expenses and other amounts payable as a result of such failure to pay when dueTaxes during the Rent Abatement Period. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. HoweverAs used herein, the Tenant term “rent” shall promptly pay such Imposition unless such proceedings shall operate to prevent mean and include Fixed Rent, additional rent and any other sums due hereunder or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent Prime Lease. Except as set forth herein, all rent shall constitute Additional Rent (whether be due and payable without prior notice, demand, deduction or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leaseoffset.

Additional Rent. 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, “Additional Rent,” in an amount equal to the amount by which seven (7%) 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 fifteenth day of the following month, for example, the Additional Rent for January shall be paid on February 15. 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 Tenant may be required to furnish to any governmental agency, shall at all reasonable times be open to the inspection and audit of Landlord, Landlord’s auditor or other authorized representative or agent. At Landlord’s expense, Landlord may cause at any reasonable time upon fifteen (15) days prior notice to Tenant a complete audit to be made of Tenant’s records relating to Gross Sales for the period covered by any statement issued by Tenant pursuant to this Lease; provided, however, that if such records are found to be incorrect to the 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 all taxesto Landlord any deficiency, assessmentsor Landlord shall promptly credit to Tenant’s account any overpayment, impositionsas the case may be, levies, charges, excises, fees, licenses which is established by such audit. Landlord shall have the right to audit Tenant’s books and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or records with respect to Gross Sales twice during any Lease Year and any time within 3 years after the Leased Premises or date of such statement. Within thirty (30) days after the Base Rent or Additional Rent payable hereunder. The close of each Lease Year, a final adjustment and accounting for each Lease Year shall be had to determine the Gross Sales of the preceding Lease Year, and the amount to be of rent paid by Tenant during such preceding Lease Year, including the rent based upon the percentage of Gross Sales. In the event the amounts of rent for said Lease Year actually paid by Tenant exceed seven percent (7%) of Gross Sales as so computed on account of taxes during the last calendar years in which any portion of the Term falls a twelve month basis, then such excess rental payments shall be prorated per diem so promptly credited by Landlord to Tenant’s account; provided, however, that Tenant is liable only shall never pay for so much of such taxes as any Lease Year less than the portion of the Term which falls within such calendar year bears to a full calendar yearMinimum Rent provided for above. In case of special taxes which may be payable in installments, only the event the amount of each installment payable during a calendar year 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 included paid in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, event within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at completion of the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly final adjustment and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiationsaccounting. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after continuously during the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms entire Term of this Lease, occupy and operate said business on the Premises with due diligence and efficiency as to reasonably produce the maximum return and Additional Rent to Landlord.

Additional Rent. Tenant All sums due from Subtenant to Sublandlord or to any third party under the terms of this Sublease (other than Base Rent) shall promptly pay all taxesbe additional rent (“Additional Rent”), assessmentsincluding, impositionswithout limitation, levies, the FF&E Charges and any charges, excisesas they relate to the Subleased Premises during the Sublease Term, feesthat are billed to Sublandlord by Master Landlord or a third party other than costs under Exhibit C of the Master Lease Agreement or charges (such as late charges) assessed as a result of Sublandlord’s requests for special services not requested by Subtenant or costs or Sublandlord’s failure to comply with the Master Lease Agreement, licenses unless such failure was caused by Subtenant. Subtenant shall be responsible for paying, as Additional Rent, Subtenant’s Share of the charges for “Operating Expenses,” as defined in Section 5 of the Master Lease Agreement, and “Taxes,” as defined in Section 9 of the Master Lease Agreement. As used herein, Subtenant’s Share of Operating Expenses for the Building shall be the rentable square footage of the Subleased Premises divided by the rentable square footage of the Building, and is estimated to be 9.24%, subject to adjustment pursuant to Section 5 of the Master Lease Agreement. All Additional Rent that is payable to Sublandlord shall be paid at the time and place provided herein for payment of Base Rent, except as otherwise provided in this Sublease or instructed by Sublandlord in writing or set forth in the Master Lease Agreement. Sublandlord will have the same remedies for a default in the payment of any Additional Rent as for a default in the payment of Base Rent. Together, Base Rent, Additional Rent and any other sums (collectivelydue hereunder from Subtenant are sometimes referred to in this Sublease as “Rent”. Any time Rent abates under the Master Lease Agreement, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount otherwise required to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls to Sublandlord under this Sublease (and not waived hereunder) shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which ▇ proportionally to the extent Subtenant is prevented from, and does not actually use the Subleased Premises as set forth in the Master Lease Agreement, as incorporated herein. Subtenant shall be entitled to all credits, if any, given by Master Landlord to Sublandlord for Sublandlord’s overpayment of such amounts, to the extent that such payments relate to the Impositions Subleased Premises. Upon Subtenant’s reasonable request and at Subtenant’s expense, Sublandlord shall exercise its right to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year audit Operating Expenses under Section 5 of the Term, within thirty (30) days after payment. In Master Lease Agreement and share the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest results with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this LeaseSubtenant.

Additional Rent. Commencing on the Commencement Date and continuing throughout the Lease Term, Tenant shall promptly pay, as additional rent Tenant’s Allocated Share of Operating Expenses as provided in Article 6, and subject to the terms of this Lease, commencing on the Commencement Date and continuing throughout the Lease Term, Tenant shall pay to Landlord all taxesother Additional Rent. As used any this Lease, assessments“Additional Rent” shall mean, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions"(a) leviedany late charges due Landlord pursuant to paragraph 3.4, assessed(b) Tenant’s Allocated Share of Operating Expenses as provided in Article 6, charged or imposed by (c) Tenant’s Allocated Share of Real Property Taxes as provided in paragraph 8.2, (d) Landlord’s share of any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid consideration received by Tenant on account of taxes during the last calendar years from Transfers as provided in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authorityparagraph 14.1, and (iie) receipts for payments any other charges due Landlord pursuant to this Lease. Landlord, in its reasonable discretion, shall create cost pools, or otherwise reasonably allocate expenses to certain tenants of all such Impositions made during the Property, in order to equitably allocate expenses among the tenants of the Property. 3.3 Payment of Rent: The Base Monthly Rent shall be paid in advance on or before the first day of each calendar year of month during the Lease Term. Any Additional Rent shall be due and payable as set forth in this Lease or, if not specifically set forth, within thirty (30) days after paymentof a written invoice from Landlord for the same. In All Rent shall be paid in lawful money of the event that the Tenant fails United States, without any abatement, deduction or offset whatsoever, except as expressly provided in this Lease, and without any prior demand therefor except as expressly provided in this Lease, to Landlord at its address set forth above or at such other place as Landlord may designate in writing from time to time. Tenant’s obligation to pay any Impositions prior to becoming delinquent, Tenant rent shall also pay all interest, penalties be prorated at the commencement and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection expiration of the Imposition so contestedLease Term. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions Base Monthly Rent and Additional Rent are collectively referred to above in such manner that exposes as “Rent.” All monetary obligations of Tenant to Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to under the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same are deemed to be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Lease.

Additional Rent. Tenant Lessee will also pay, from time to time as provided in this Lease or on demand of Lessor, as additional rent (the "Additional Rent") (a) all amounts, liabilities, charges and obligations that Lessee herein assumes or agrees to pay other than Basic Rent, and (b) interest at the rate of twelve (12%) percent per annum on such of the foregoing amounts, liabilities and obligations as are payable by Lessee that are not paid when due and that Lessor shall promptly pay have paid on behalf of Lessee, from the date of payment thereof by Lessor until paid by Lessee and on all taxes, assessments, impositions, levies, charges, excises, fees, licenses overdue installments of Basic Rent and other sums (collectivelypayable under this Lease, "Impositions") leviedfrom the due date thereof until payment. No interest on the foregoing amounts, assessedhowever, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only computed and applied to such amounts, except for so much installments of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installmentsBasic Rent, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare unless and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, until (i) within ten (10) days after Tenant's receipt thereof, copies Lessee shall have received a written notice from Lessor describing the nature and the extent of all settlements and notices pertaining to the Impositions provided payment due hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments a period of all five (5) Business Days from the receipt of such Impositions made during each calendar year of the Term, within thirty (30) days after paymentnotice shall have elapsed. In the event that of any failure on the Tenant fails part of Lessee to pay any Impositions prior to becoming delinquentAdditional Rent within five (5) Business Days of said Notice, Tenant Lessor shall also pay have all interestthe rights, penalties powers and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described remedies provided for in this Section 4.2 by appropriate proceedings. However, Lease or at law or in equity or otherwise in the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection case of nonpayment of the Imposition so contestedBasic Rent. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect Lessor authorizes Lessee to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance make all payments of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature Additional Rent required by Lessor to be paid to persons other than Lessor. Upon payment in full of all sums payable as Additional Rent to persons other than Lessor, such payment shall be deemed to be the payment of Additional Rent to Lessor. On request, Lessee shall provide to Lessor such proof as Lessor shall reasonably require that the aforesaid payments as Additional Rent to persons other than Lessor shall have been paid. In case such person shall refuse to accept payment of such Additional Rent from Lessee, Lessee shall pay such Additional Rent directly to Lessor or its designee at the place where the Basic Rent is then payable and Lessee shall not be in Default if such person to whom payment by Tenant pursuant Lessee has been attempted fails or refuses to accept payment from Lessee. Notwithstanding anything set forth herein to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated contrary, the term "Additional Rent") and failure " shall in no event be deemed to include any liquidated damages payable to Lessor by Tenant to timely pay such other sums or charges may be treated Lessee in the event of a default by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies Lessee of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leaseits obligations hereunder.

Additional Rent. Commencing on the Lease Commencement Date (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for and paid directly by Tenant, Tenant shall promptly pay all taxesto Landlord as additional rent (the “Additional Rent”), assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority cash or other taxing authority for any period prior immediately available good funds in the following amounts: (a) An amount equal to all Property Operating Expenses (as defined in Article 13) incurred or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid incurred by Landlord. Payment shall be made by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, follows: Landlord shall provide 110015197v.8 deliver to Tenant a copy reasonably detailed statement of all final tax bill(s) Landlord’s reasonable estimate of Property Operating Expenses, which it anticipates will be paid or incurred for each the ensuing calendar year within ten (10) days after Landlord'▇ ▇▇ceipt or fiscal year, as Landlord may reasonably determine, and Tenant shall pay to Landlord an amount equal to the estimated amount of such tax bill(s)Property Operating Expenses for such year in equal monthly installments during such year with the installments of Base Monthly Rent. Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have reserves the right to attempt revise such estimate from time to settle time; (b) Landlord’s share of the assignment consideration or compromise such contest through negotiations. excess rentals received by Tenant shall pay upon certain assignments and save Landlord harmless against any and all lossessublettings as required by Article 7; and (c) Any legal fees, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewithcosts, and perform all acts the performance of which shall be ordered other charges or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by reimbursements due Landlord from Tenant pursuant to the terms of this Lease other than Base Rent Lease. Landlord shall constitute Additional Rent (whether or not same be designated "Additional Rent") pay Real Property Taxes prior to delinquency directly to the applicable taxing authority, and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to reimburse Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises such payments in accordance with subparagraph (a) above. Notwithstanding the terms foregoing, under no circumstance shall Tenant be responsible for any fines, penalties, interest and damages for late payment of this Leasesuch Real Property Taxes due to Landlord’s failure to timely comply with its obligation to pay Real Property Taxes.

Additional Rent. A. All payments, other than Minimum Annual Rent required to be made by Tenant pursuant to this Lease (including, but not limited to, escalation charges, and any and all damages, interest, costs, fees and expenses caused by Tenant's default) shall be deemed additional rent and, in the event of any non--payment thereof, Owner shall have all rights and remedies provided for herein and by law for non--payment of Minimum Annual Rent in addition to whatever other remedies may be available to Owner. B. Unless expressly provided otherwise in this Lease, the amount shown as due to Owner (or Owner's agent) in all bills, invoices and statements to Tenant shall promptly be due and payable by Tenant upon receipt without further demand. Any delay or failure of Owner or its agent to prepare and deliver any bill, statement or invoice shall not constitute a waiver of the right to collect any payment which may have become due during the term of this Lease, including without limitation, retroactive payments for any and all amounts unbilled. C. All payments of Minimum Annual Rent and additional rent pursuant to this Lease shall be made by Tenant with checks drawn upon a New York City bank. If Owner receives from Tenant any payment less than the full amount of the Minimum Annual Rent and additional rent then due and owing, Tenant hereby waives its right, if any, to designate the items to which such payment shall be applied and agrees that Owner, in its sole discretion, may apply such payment in whole or in part to any Minimum Annual Rent, any additional rent or to any combination thereof then due and payable hereunder. D. The losing party in any action or proceeding between Owner and Tenant shall pay all taxes, assessments, impositions, levies, charges, excises, the reasonable attorneys' fees, licenses costs and other sums disbursements of the prevailing party for such action or proceeding upon the assignment thereof by the Court or on demand. If a default of Tenant causes Owner to prosecute or defend an action or proceeding with a third party, Tenant shall pay the reasonable attorneys' fees, costs and disbursements of Owner for such action or proceeding on demand. If Owner suffers, pays or incurs any damages, losses, fees or expenses (collectivelyincluding without limitation, reasonable attorneys' fees and disbursements) due to a default, act, omission or request of Tenant, Tenant shall pay the total amount thereof to Owner on demand. E. If all rent is not paid in full and actually received by Owner within fifteen (15) days after it is due and payable hereunder, Tenant shall pay Owner a late fee of 2% per month as additional rent. However, if the collection of such late fee at the rate specified herein would be usurious or otherwise unenforceable, interest on late payments shall accrue at the highest enforceable rate. F. References in this Lease to "Impositionsrent," ") leviedRent," "rents," "Rents," "rental," "Rental," "rentals" and "Rentals" shall mean and include Minimum Annual Rent and additional rent. The Minimum Annual Rent is the minimum rental due and payable without prior demand, assessed, charged offset or imposed by deduction. No decrease in any Governmental Authority or other taxing authority additional rent for any period prior to shall yield an offset or during the Term of deduction in any other rental or for any other period. References in this Lease against to Tenant being "in default" and/or Tenant's "breach" or with respect "default" shall mean and include each and every default, breach, misfeasance, nonfeasance, non- payment, or any other failure of Tenant to the Leased Premises or the Base Rent or Additional Rent payable perform any of its obligations hereunder. The amount to be paid by Tenant on account If Owner gives notice of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare default and file all reports required by gove▇▇▇▇ntal authorities which relate ▇▇ seeks declaratory relief and ▇▇▇▇▇▇'s time to cure is extended pending the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies outcome of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquentdeclaratory judgment action, Tenant shall also pay all interest, penalties and other amounts payable as a result be deemed to be "in default" under this Lease during the pendency of such failure action for the purposes of those rights that are exercisable by Tenant only if it is not "in default". All of Tenant's obligations to pay when due. The Tenant may contest rent, to indemnify Owner and to obtain insurance shall survive the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection expiration of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty term or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms sooner termination of this Lease.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions"a) levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The Any amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant hereunder (in addition to Minimum Annual Rent and Income Rent) and any charges or expenses incurred by Landlord on behalf of Tenant under the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated considered "Additional Rent") " payable in the same manner and upon the same terms and conditions as the Minimum Annual Rent reserved hereunder except as set forth herein to the contrary. Any failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by on the part of Tenant to pay such Additional Rent when and as the same shall become due shall entitle Landlord to the remedies available to it for non-payment of Minimum Annual Rent. (b) In addition to the Minimum Annual Rent and Income Rent, Tenant shall pay to Landlord for each calendar year during the Lease Term, as Additional Rent, Tenant's Proportionate Share of all costs and expenses incurred by Landlord during the Lease Term for Operating Expenses (as hereinafter defined) for the Building and the common areas associated therewith. (c) In addition to the Minimum Annual Rent, Income Rent and Tenant's Proportionate Share of Operating Expenses, Tenant shall pay to Landlord for each calendar year during the Lease Term, as Additional Rent Tenant's Proportionate Share of any increase in insurance premiums and deductibles (payable by Landlord) over the base amount paid in the Base RentYear. (d) For purposes of this Lease, "Operating Expenses" shall mean all of Landlord's expenses for operation, repair, replacement and maintenance to keep the Building and the common areas associated therewith in good order, condition and repair (including all additional direct costs and expenses of operation and maintenance of the Building which Landlord reasonably determines it would have paid or incurred during such year if the Building had been fully occupied), including, but not limited to, utilities; insurance deductibles; stormwater discharge fees; license, permit, inspection and other fees; fees and assessments imposed by any covenants or owners' association; security services; and maintenance, repair and replacement parking areas (including snow removal), exterior lighting, landscaped areas, walkways, curbs, and drainage strips. Tenant shall promptly deliver to Landlord upon Landlord's request copies not be responsible for the cost of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises any Operating Expenses that are capital in accordance with the terms of this Leasenature.

Additional Rent. Tenant (a) Lessee shall promptly also pay and discharge, as additional rent, all other amounts, liabilities and obligations of whatsoever nature relating to the Premises, including, without limitation, all amounts, liabilities and obligations payable under the Prime Leases, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, including all taxes, assessments, impositionslicenses and permit fees, leviescharges for public utilities, and all governmental charges, excisesgeneral and special, feesordinary and extraordinary, licenses foreseen and other sums (collectivelyunforeseen, "Impositions") levied, assessed, charged or imposed by of any Governmental Authority or other taxing authority for any period prior to or kind and nature whatsoever which during the Term may have been, or may be assessed, levied, confirmed, imposed upon or become due and payable out of or in respect of, or become a lien on the Premises or any part thereof. Notwithstanding the foregoing, Lessee shall not be responsible for payment of the following: fees, costs and expenses related to debt service on any indebtedness of Lessor, including, without limitation, [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. principal and interest; income taxes assessed against Lessor, or capital levy, franchise, business license, estate succession or inheritance taxes of Lessor; and obligations or liabilities created by Lessor subsequent to the Commencement Date without the prior written consent of Lessee or other than as set forth or contemplated by this Lease (it being expressly understood that this Lease requires that Lessee shall be responsible for, without limitation, all covenants and requirements set forth in any deed pertaining to the Premises which evidenced conveyance of the Premises to Lessee immediately prior to Lessee conveying the Premises to Lessor, as well as all easements recorded against the Premises from and after the date of this Lease against with Lessee’s prior written consent, which consent shall not be unreasonably withheld or with respect delayed). Additional rent shall include, without limitation, the costs of utilities, real property impositions, costs arising under any easements, restrictions, or other similar agreements affecting the Premises as of the Commencement Date, including all covenants and requirements set forth in the any deed pertaining to the Leased Premises which evidenced conveyance of the Premises to Lessee immediately prior to Lessee conveying the Premises to Lessor, or the Base Rent any similar agreement required by law, or Additional Rent payable hereunder. The amount required to be paid granted by Tenant a public utility providing municipal services to the Premises, or otherwise arising after the date hereof and consented to in writing by Lessee, which consent shall not be unreasonably withheld or delayed (each, an “Approved Easement”), and all interest and penalties that may accrue thereon (unless accrued due to Lessor’s act or omission) in the event of Lessee’s failure to pay such amounts when due, and all damages, costs and expenses which Lessor may incur by reason of any default of Lessee or failure on account Lessee’s part to comply with the terms of taxes during this Lease, all of which Lessee hereby agrees to pay upon demand or as is otherwise provided herein. Upon any failure on the last calendar years in which part of Lessee to pay any portion of the Term falls shall be prorated per diem so that Tenant is liable only additional rent, which failure continues for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt written notice from Lessor, Lessor shall have all legal, equitable and contractual rights, powers and remedies provided either in this Lease or by statute or otherwise in the case of non-payment of the Fixed Annual Rent. Fixed Annual Rent and additional rent sometimes are referred to in this Lease, collectively, as “Rent”. If Lessee cannot perform any of the obligations under any Prime Lease without the assistance of Lessor (e.g., a notice to be sent under a Prime Lease must be sent by Lessor, as the party to the Prime Lease), then Lessor, at no out of pocket expense to Lessor, shall reasonably cooperate with Lessee to facilitate such performance of such tax bill(s)obligation by Lessee. (b) Lessee shall pay and discharge any additional rent referred to in Section 4(a) when the same shall become due; provided that amounts which are billed to Lessor or any third party, but not to Lessee, shall be paid within fifteen (15) days after Lessor’s demand for payment thereof. Tenant shall prepare and file all reports required by goveLessor agrees that in the event a ▇▇▇▇ is provided to Lessor for amounts Lessee is obligated to pay hereunder, Lessor shall promptly remit such ▇ntal authorities which relate ▇▇▇ to Lessee and Lessee shall pay such amounts as and when due, provided that if Lessee fails to pay such amount within fifteen (15) days of the Impositions to be paid hereunder. Tenant date due, Lessor may, at its option, pay such amount and Lessee shall deliver to Landlord, reimburse Lessor for such amount as additional rent hereunder within fifteen (i) within ten (1015) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leasedemand.

Additional Rent. (a) During the term of the Lease, Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses general and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect special real and personal property taxes and assessments relating to the Leased Premises or Tenant's personal property located on or used in connection with the Base Rent Premises, 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 hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare pay, with each monthly rental payment, an Additional Rent Deposit, representing 1/12 of Landlord's estimate of taxes, assessments and file all reports required by gove▇▇▇▇ntal authorities which relate to premiums for the Impositions to be paid hereunderLease year. As soon as feasible (but in no event later than 90 days) after the commencement of each Lease year, Landlord will furnish Tenant shall deliver to Landlord, a statement ("Landlords Statement") showing the following: (i) within ten (10) days after Tenant's receipt thereofThe amount of Additional Rent due Landlord for the previous Lease year, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authorityless credit for Additional Rent Deposits paid, and if any; (ii) receipts Estimated real property taxes and assessments for payments of all such Impositions made during each calendar year 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, including the amount or revised amount due for months prior to the rendition of the Term, statement. (b) Tenant shall pay to Landlord within thirty (30) days after paymentreceipt of such statement any amounts for Additional Rent then due in accordance with Landlord's Statement. In Any amounts due from Landlord to Tenant pursuant to this Section shall be credited to the event that Additional Rent Deposit next coming due, or refunded to Tenant if the Term has already expired (which obligation shall survive such expiration) provided Tenant fails 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 Landlord'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 Impositions prior to becoming delinquentpartial calendar year in which the Lease terminates, Tenant shall also pay all interest, penalties and other amounts payable as a result Landlord may include in the Additional Rent Deposit its estimate of such failure Additional Rent that may not be finally determined until after the termination of this Lease. Tenants's obligation to pay when dueAdditional Rent (and Landlord's obligation to reimburse Tenant for any excess estimated payments made by Tenant) survives the expiration or termination of the 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 may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant its representative shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all lossesright, judgments, decrees and costs for a period of one hundred fifty (including all attorneys' fees and expenses150) in connection with any such contest and shall, promptly after days following the final determination of such contest, fully pay and discharge the amounts date upon which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receiptsStatement is delivered to Tenant, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible to examine the Landlord's books and records with respect to the Leased Premises items in accordance Landlord's Statement during normal business hours, upon written notice, delivered at least three (3) business days in advance. If Tenant 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 considered final and accepted by Tenant. Landlord shall promptly repay Tenant for any overpayments which Tenant or its auditors identify, together with interest thereon at the terms of this LeaseInterest Rate from the date paid by Tenant until refunded in full.

Additional Rent. Commencing on the First Phase RCD (or, in the case of Tenant's obligations under Section 3.2(a) below, on January 1, 2008) and continuing throughout the remaining Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for and paid directly by Tenant, Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums to Landlord as additional rent (collectively, the "ImpositionsAdditional Rent") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority the following amounts: (a) An amount equal to Tenant's Share of the Property Operating Expenses (as defined below) for any period prior to or during Expense Year (as defined below) that are in excess of the Term of this Lease against or with respect to the Leased Premises or Property Operating Expenses for the Base Rent or Additional Rent payable hereunderYear. The amount by which the Property Operating Expenses for any given Expense Year exceed the Property Operating Expenses for the Base Year is sometimes referred to herein as the "Property Operating Expenses Increase". In respect of any Expense Year which is partly within and partly without the Lease Term, Tenant's Share of the Property Operating Expenses Increase shall be paid by Tenant on account of taxes during the last calendar years in which any prorated to correspond to that portion of the Term falls Expense Year occurring within the Lease Term. Landlord reserves the right to change from time to time the methods of billing Tenant for any given Property Operating Expenses or the periodic basis on which such expenses are billed, provided that Landlord shall be prorated per diem so not institute any such changes more than twice (as to each item) during any calendar year. (b) Landlord's share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7; (c) Any legal fees and costs that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails obligated to pay any Impositions prior or reimburse to becoming delinquent, Tenant shall also pay all interest, penalties and Landlord pursuant to this Lease; and (d) Any other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, finescharges, interest, costs and expenses thereof reimbursements or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All other sums and charges of whatsoever nature required to be paid by Tenant due Landlord pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Lease.

Additional Rent. Tenant shall promptly pay (a) It is the intention of the LANDLORD and the TENANT that all taxescosts, assessmentsexpenses, impositions, levies, charges, excises, fees, licenses and other sums obligations of every kind relating to the leased property (collectively, "Impositions"except as otherwise specifically provided in this lease) levied, assessed, charged which may arise or imposed by any Governmental Authority or other taxing authority for any period prior to or become due during the Term term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to lease, excepting payments of principal and interest on any mortgage, shall be paid by Tenant on account of taxes during the last calendar years in which any portion of TENANT, and that the Term falls LANDLORD shall be prorated per diem so that Tenant is liable indemnified by the TENANT against such costs, expenses and obligations. The TENANT shall pay any and all expenses which affect the Demised Premises generally as set forth herein. Any expenses which directly affect only for so much of such taxes as the portion of the Term Demised Premises leased to TENANT and any expenses which falls result solely from acts or omissions of TENANT shall be payable by TENANT. The rent shall be paid to the LANDLORD without notice or demand and without abatement, deduction, or setoff (except as otherwise specifically provided for in this Lease). The rent shall be paid in equal monthly installments in advance on the first day of each calendar month during the term of this Lease. The following costs, expenses, and obligations shall be deemed to be additional rent payable according to the terms of this paragraph (a). (i) The TENANT shall pay all assessments, water and sewer charges, and other governmental levies against the leased property, including any and all fees levied against the Demised Premises by the City of Springfield. In the event TENANT fails to pay any of the aforesaid when due, the LANDLORD shall have the right to make such payment(s) on behalf of the TENANT and thereafter deem any such payment made as additional rent payable in accordance with paragraph (a). (ii) The TENANT shall furnish to the LANDLORD official receipts or other satisfactory proof of payment for all items required to be paid within such calendar year bears a reasonable time after demand by the LANDLORD. (iii) All sums (other than the fixed rent) which may be due and payable or are to a full calendar yearbe deposited by the LANDLORD under this Lease shall be payable on demand and shall be deemed to be additional rent hereunder. (iv) The LANDLORD appoints the TENANT the attorney-in-fact of the LANDLORD for any purpose of making all payments to be made by the TENANT pursuant to any of the provisions of this Lease to persons other than the LANDLORD. In case any person to whom any sum is directly payable by the TENANT under any of special taxes which may be payable in installments, only the amount provisions of each installment payable during a calendar year this Lease shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide refuse to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt accept payment of such tax bill(s). Tenant sum from the TENANT, the TENANT shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate thereupon give written notice of such fact to the Impositions to be paid hereunder. Tenant LANDLORD and shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining pay such sum directly to the Impositions provided hereunder which may be issued by any Governmental AuthorityLANDLORD, and who shall thereupon pay such sum to such person. (iib) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails TENANT shall fail to deliver to the LANDLORD certificates of insurance as so ordered in Article IX herein, the LANDLORD may cause such insurance to be issued and bills for the premiums therefor shall be rendered by the LANDLORD to the TENANT at such times as the LANDLORD may elect, and shall be due from and payable by the TENANT when rendered and the amount thereof shall be deemed to be, and paid as, additional rent. (c) All taxes, charges, costs and expenses which the TENANT is required to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewithhereunder, together with all penaltiesinterest and penalties that may accrue thereon in the event of the TENANT’S failure to pay such amounts, fines, interestand all damages, costs and expenses thereof which the LANDLORD may incur by reason of any default of the TENANT or in connection therewith, and perform all acts failure on the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required TENANT’S part to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance comply with the terms of this Lease, shall be deemed to be additional rent and, in the event of nonpayment by the TENANT, the LANDLORD shall have all the rights and remedies with respect thereto as the LANDLORD has for the nonpayment of the fixed rent.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior In addition to or during the Term of this Lease against or with respect to the Leased Premises or paying the Base Rent or Additional Rent payable hereunder. The amount to be paid by specified in Article 3 of this Lease, Tenant on account of taxes during shall pay as additional rent the last calendar years in which any portion sum of the Term falls shall be prorated per diem so that Tenant following: (i) Tenant's Building Share (as such term is liable only for so much of such taxes as the portion defined below) of the Term annual Building Operating Expenses which falls within such calendar year bears to a full calendar year. In case arc in excess of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate Building Operating Expenses applicable to the Impositions to be paid hereunder. Tenant shall deliver to LandlordExpense Base Year, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and plus; (ii) receipts for payments of all such Impositions made during each calendar year Tenant's Project Share of the Termannual Project Operating Expenses which are in excess of the amount of Project Operating Expenses applicable to the Expense Base Year; plus (iii) Tenant's Project Share of the annual Tax Expenses which are in excess of the amount of Tax Expenses applicable to the Tax Expense Base Year, within thirty plus (30iv) days after paymentTenant's Building Share of the annual Building Utilities Costs which are in excess of the amount of Building Utilities Costs applicable to the Utilities Base Year, plus (v) Tenant's Project Share of the annual Project Utilities Costs which are in excess of the amount of Project Utilities Costs applicable to the Utilities Base Year. In the event that the Tenant fails to pay Such additional rent, together with any Impositions prior to becoming delinquent, Tenant shall also pay and all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant to Landlord pursuant to the terms of this Lease other than Base Rent (including, without limitation, pursuant to Article 6), shall constitute Additional Rent (whether or not same be designated 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 failure by in the same manner, time and place as the We Rent. Without limitation on other obligations of Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by which shall survive the expiration of the Lease Term, the obligations of Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute the Additional Rent hereunder provided for which Tenant is responsible with respect to in this Article 4 shall survive the Leased Premises in accordance with expiration of the terms of this LeaseLease Term.

Additional Rent. (a) Tenant shall promptly (i) pay all taxescharges for water, assessmentssewer, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed electricity used by any Governmental Authority or other taxing authority for any period prior to or Tenant during the Term term of this Lease against or with respect to and metering therefor; (ii) pay all telephone charges; and (iii) be responsible for the Leased Premises or prompt and sanitary storage of Tenant’s refuse and rubbish in the Base Rent or Additional Rent payable hereunder. The amount Premises. (b) Any amounts required to be paid by Tenant hereunder and any charges or expenses incurred by Landlord on account behalf of taxes during Tenant under the last calendar years in which any portion terms of the Term falls this Lease shall be prorated per diem so that Tenant is liable only for so much of such taxes considered additional rent payable in the same manner and upon the same terms and conditions as the portion rent reserved hereunder. Any failure on the part of Tenant to pay such additional rental when and as the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year same shall be included in taxes for that calendar year. If received by Landlord, become due shall entitle Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions remedies available to be paid hereunderit for non-payment of rent. Tenant shall deliver Tenant’s failure to Landlordobject to any statement, (i) invoice or billing rendered by the Landlord within ten (10) days after Tenant's receipt thereof, copies a period of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after paymentactual receipt 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. In the event If Tenant requests that the Tenant fails to pay Landlord prepare, review, or execute any Impositions prior to becoming delinquentdocument, consent or waiver in connection with this Lease or otherwise, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure be obligated to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance as Additional Rent a fee, in the amount of its interest $500.00 to compensate Landlord for the Leased Premisescost 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. Tenant agrees that each such contest Nothing herein shall be promptly and diligently prosecuted 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 final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which lesser amount than shall be levied, assessed, charged or imposed or due shall be determined deemed to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewithpayment on account, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums not constitute an accord and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible satisfaction with respect to the Leased Premises 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 accordance with 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 terms of this LeaseTenant.

Additional Rent. Tenant shall promptly pay In addition to the rent amount specified in Section 3(a) above, all taxes, assessments, impositions, leviescosts, charges, excisesexpenses and adjustments to rent which Tenant assumes, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged agrees or imposed by any Governmental Authority or other taxing authority for any period prior is obligated to or during the Term of pay Landlord pursuant to this Lease against or shall be deemed additional rent, and in the event of nonpayment thereof, Landlord shall have all of the rights and remedies with respect to thereto as are herein provided for in case of the Leased Premises or nonpayment of rent. In the Base Rent or Additional Rent payable hereunder. The amount event that any of the costs, charges and expenses constituting additional rent are deemed to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears taxable income to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide be entitled to a corresponding tax deduction for said costs, charges and expenses. Rent Payments. Tenant covenants to pay monthly installments of rent pursuant to subsection (a) above in advance, on the first day of each month, without any set-off or reduction. Tenant covenants to pay Landlord the rent, additional rent and adjustments of rent as herein provided when due, without notice or demand, at the time and in the manner herein specified and, in default of payment may, at the option of Landlord, be added to the next or any other installment of fixed minimum rent subsequently becoming due. All rent and additional rent is to be mailed to Landlord at the address identified for Landlord in Section 25 herein. In the event that this Lease is or becomes a month-to-month lease because of holdover or otherwise, or if Tenant vacates the Premises prior to the end of any month for any reason whatsoever, no rent shall be prorated or refunded to Tenant for the applicable period and Tenant shall be required to pay rent through the end of the applicable monthly period. Additionally, in the event this Lease is or becomes a copy month-to-month lease because of holdover or otherwise, Tenant shall be required to give Landlord at least sixty (60) days notice prior to vacating the Premises, and Tenant shall be responsible for paying Landlord for all final tax bill(s) for each calendar year within rents which accrue prior to the expiration of the sixty days following the notice, provided that said notice requirement shall be reduced to ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(sfor any period that rent is being assessed as the rate specified in Section 18(b). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Lease.

Additional Rent. (a) Tenant shall promptly pay all taxesand discharge, assessments, impositions, levies, charges, excises, fees, licenses and other sums as additional rent (collectively, "ImpositionsAdditional Rent"): (i) leviedall costs and expenses of Landlord and any other Persons specifically referenced herein which are incurred in connection or associated with (A) the use, assessednon-use, charged occupancy, possession, operation, condition, design, construction, maintenance, alteration, repair or imposed by restoration of any Governmental Authority of the Leased Premises, (B) the prosecution, defense or other taxing authority for settlement of any period prior to litigation involving or during the Term arising from any of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlordthis Lease, (iC) within ten (10) days after TenantCosts of Landlord's receipt thereof, copies counsel and reasonable internal Costs of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) incurred in connection with any act undertaken by Landlord (or its counsel if counsel is customarily required in Germany for such contest matter) at the written request of Tenant, or any act of Landlord performed on behalf of Tenant following an Event of Default, including compliance with applicable Law, (D) all costs and shallfees associated with the wire transfers of Rent payments, promptly after the final determination (E) Costs of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or Landlord incurred in connection therewithwith the collection, together with payment and refunds of VAT, if any, (F) all penaltiesGround Lease Basic Rent, fines, interest, costs additional rent and expenses thereof other charges payable by or in connection therewithon behalf of the lessee under the terms of the Ground Lease, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature (G) any other items specifically required to be paid by Tenant pursuant to under this Lease; (ii) after the terms date all or any portion of this any installment of Basic Rent is due and not paid by the applicable Basic Rent Payment Date and after the date all or any portion of any installment of Ground Lease other than Base Basic Rent shall constitute Additional Rent is due and not paid, an amount (whether or not same be designated the "Additional RentLate Charge") equal to three percent ( 3%) of the amount of such unpaid installment or portion thereof to reimburse Landlord for its cost and failure by Tenant to timely pay such other sums or charges may be treated by Landlord inconvenience incurred as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlordresult of Tenant's request copies of actual paid receiptsdelinquency provided, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible however, that with respect to the Leased Premises first late payment of all or any portion of any installment of Basic Rent in accordance with any Lease Year, the terms Late Charge shall not be due and payable unless the Basic Rent has not been paid within five (5) business days' following the due date thereof; (iii) interest at the rate (the "Default Rate") of five percent (5%) over the Prime Rate per annum on the following sums until paid in full: (A) all overdue installments of Basic Rent or Ground Lease Basic Rent from the respective due dates thereof, (B) all overdue amounts of Additional Rent relating to obligations which Landlord shall have paid on behalf of Tenant, from the date of payment thereof by Landlord, and (C) all other overdue amounts of Additional Rent, from the date when any such amount becomes overdue. (b) Tenant shall pay and discharge (i) any Additional Rent referred to in Paragraph 7(a)(i) when the same shall become due, provided that amounts which are billed to Landlord or any third party, but not to Tenant, shall be paid within ten (10) Business Days after Landlord's demand for payment thereof, and (ii) any other Additional Rent, within ten (10) Business Days after Landlord's demand for payment thereof. (c) To the extent that any Additional Rent is subject to VAT under any applicable VAT provision, Tenant shall pay such VAT imposed on the Additional Rent amount at the applicable rate. (d) In no event shall amounts payable under Paragraph 7(a)(ii) and (iii) or elsewhere in this LeaseLease exceed the maximum amount permitted by applicable Law.

Additional Rent. Tenant This Lease is a triple net lease, and Base Rent shall promptly pay be paid to Landlord absolutely net of all taxescosts and expenses, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect except as specifically provided to the Leased Premises contrary in this Lease. The provisions for payment of Operating Expenses, Tax Expenses and Utility Expenses (as those terms are defined below) are intended to pass on to Tenant and reimburse Landlord for all costs and expenses of the nature described in this Article 4 in connection with the ownership, management, maintenance, repair, preservation, replacement and operation of the Building, the Project, the Real Property and its supporting facilities and such additional facilities now and in subsequent years as may be determined by Landlord to be necessary or desirable to the Building, the Project and/or the Real Property. Accordingly, in addition to paying the Base Rent or Additional Rent payable hereunder. The amount to be paid by specified in Article 3 of this Lease, Tenant on account of taxes during shall pay as additional rent the last calendar years in which any portion sum of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, following: (i) within ten Tenant’s Share (10as such term is defined below) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and annual Operating Expenses; plus (ii) receipts for payments of all such Impositions made during each calendar year Tenant’s Share of the Termannual Tax Expenses; plus (iii) Tenant’s Share of the annual Utilities Costs. Such additional rent, within thirty (30) days after payment. In the event that the Tenant fails to pay together with any Impositions prior to becoming delinquent, Tenant shall also pay and all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant to Landlord pursuant to the terms of this Lease other than (including, without limitation, pursuant to Article 6), shall be hereinafter collectively referred to as the “Additional Rent.” The Base Rent shall constitute and Additional Rent (whether or not are herein collectively referred to as the “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the same be designated "Additional periods and in the same manner, time and place as the Base Rent") and failure by . Without limitation on other obligations of Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by which shall survive the expiration of the Lease Term, the obligations of Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute the Additional Rent hereunder provided for which Tenant is responsible with respect to in this Article 4 shall survive the Leased Premises in accordance with expiration of the terms of this LeaseLease Term.

Additional Rent. Tenant In addition to the Base Rent, TENANT shall promptly pay as “Additional Rent” during the term of this Lease and any extension or renewal thereof, any and all taxessums of money or charges required to be paid by TENANT under the terms of this Lease, assessmentswhether designated Additional Rent or not. Such amounts, impositionsif not paid when due, leviesshall be collectible as additional rent with the next installment of Base Rent thereafter falling due and otherwise subject to all provisions of this Lease and of law as to default in the payment of rent. It is the intent of this Lease that the Lease shall be a “triple net lease” with all costs and expenses of the LANDLORD relative to the Leased Premises, chargesto be paid by the TENANT either directly or via reimbursement to LANDLORD. As examples of such costs and without limiting the generality of the foregoing, excisesthe following sums shall be payable as “Additional Rent”. (a) All costs and expenses of operation, feesmaintenance, licenses repair and replacement of the Leased Premises, including heating, cooling, lighting, cleaning, painting, policing, trash removal and security. (b) Cost and expense of inspecting and servicing of machinery and equipment used in the operation and maintenance of the Leased Premises, including, but not limited to equipment, signage, and personal property taxes and other sums charges used in connection with such equipment. (collectivelyc) In general, "Impositions"all costs, expenses and obligations of every kind directly relating to the Leased Premises, including but not limited to repairs, replacements, etc., which may arise or become due during the Term of this Lease. (d) levied, assessed, charged All taxes (excluding any estate or income taxes of LANDLORD that may be incurred as a result of ownership of the Leased Premises) assessed or imposed at any time by any Governmental Authority city, county or state government upon or against the Leased Premises and or the land of which the Leased Premises form a part, together with any other assessments or charges applicable to the Leased Premises. In the event of a reassessment of the Leased Premises by the local County taxing authority authorities, the LANDLORD shall be obligated for any retroactive tax increase for any period prior to or during the Term commencement date of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls Lease, and TENANT shall be prorated per diem so that Tenant is liable only obligated for so much of such taxes as any retroactive increase from the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms Commencement Date of this Lease. (e) All regime fees and assessments imposed by The Executive Center Horizontal Property Regime (the “Regime”) and/or The Executive Center Owners’ Association pursuant to the “Master Deed” defined below in Section 17.11; (f) Insurance, including liability insurance for personal injury, death and property damage, insurance against fire, extended coverage, theft and other casualties, insurance against liability for defamation and claims of false arrests occurring in or about the Leased Premises, and plate glass insurance; and (g) Management fees incurred by LANDLORD in an amount not to exceed five percent (5%) of Base Rent.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior In addition to or during the Term of this Lease against or with respect to the Leased Premises or paying the Base Rent or Additional Rent payable hereunder. The amount to be paid by specified in Article 3 of this Lease, Tenant on account of taxes during shall pay as additional rent the last calendar years in which any portion sum of the Term falls shall be prorated per diem so that Tenant following: (i) Tenant’s Share (as such term is liable only for so much of such taxes as the portion defined below) of the Term annual Operating Expenses allocated to the Building (pursuant to Section 4.3.4 below) which falls within such calendar year bears to a full calendar year. In case are in excess of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate Operating Expenses allocated to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements Building and notices pertaining applicable to the Impositions provided hereunder which may be issued by any Governmental Authority, and Expense Base Year; plus (ii) receipts for payments of all such Impositions made during each calendar year Tenant’s Share of the Termannual Tax Expenses allocated to the Building (pursuant to Section 4.3.4 below) which are in excess of the amount of 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. Such additional rent, within thirty (30) days after payment. In the event that the Tenant fails to pay together with any Impositions prior to becoming delinquent, Tenant shall also pay and all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant to Landlord pursuant to the terms of this Lease other than (including, without limitation, pursuant to Article 6), shall be hereinafter collectively referred to as the “Additional Rent.” The Base Rent shall constitute and Additional Rent (whether or not are herein collectively referred to as the “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the same be designated "Additional periods and in the same manner, time and place as the Base Rent") and failure by . Without limitation on other obligations of Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by which shall survive the expiration of the Lease Term, the obligations of Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute the Additional Rent hereunder provided for which in this Article 4 shall survive the expiration of the Lease Term for a period of three (3) years, but in no event shall Tenant is responsible with respect be obligated to pay Additional Rent for periods other than during the Leased Premises in accordance with the terms of this LeaseLease Term.

Additional Rent. A. All payments, other than Minimum Annual Rent required to be made by Tenant pursuant to this Lease (including, but not limited to, escalation charges, and any and all damages, interest, costs, fees and expenses caused by Tenant's default) shall be deemed additional rent and, in the event of any non-payment thereof, Owner shall have all rights and remedies provided for herein and by law for non-payment of Minimum Annual Rent in addition to whatever other remedies may be available to Owner. B. Unless expressly provided otherwise in this Lease, the amount shown as due to Owner (or Owner's agent) in all bills, invoices and statements to Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses be due and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account upon receipt without further demand. Any delay or failure of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears Owner or its agent to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by govedeliver any ▇▇▇▇ntal authorities , statement or invoice shall not constitute a waiver of the right to collect any payment which relate may have become due during the term of this Lease, including without limitation, retroactive payments for any and all amounts unbilled. C. All payments of Minimum Annual Rent and additional rent pursuant to this Lease shall be made by Tenant with checks drawn upon a New York City bank. If Owner receives from Tenant any payment less than the Impositions full amount of the Minimum Annual Rent and additional rent then due and owing, Tenant hereby waives its right, if any, to designate the items to which such payment shall be paid applied and agrees that Owner, in its sole discretion, may apply such payment in whole or in part to any Minimum Annual Rent, any additional rent or to any combination thereof then due and payable hereunder. . D. The losing party in any action or proceeding between Owner and Tenant shall deliver to Landlordpay the reasonable attorneys' fees, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements costs and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year disbursements of the Term, within thirty (30) days after paymentprevailing party for such action or proceeding upon the assignment thereof by the Court or on demand. In the event that the If a default of Tenant fails causes Owner to pay any Impositions prior to becoming delinquentprosecute or defend an action or proceeding with a third party, Tenant shall also pay all interestthe reasonable attorneys' fees, penalties costs and other amounts payable as a result disbursements of Owner for such failure to pay when dueaction or proceeding on demand. The Tenant may contest the amount If Owner suffers, pays or validity of incurs any Imposition described in this Section 4.2 by appropriate proceedings. Howeverdamages, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs fees or expenses (including all without limitation, reasonable attorneys' fees and expensesdisbursements) due to a default, act, omission or request of Tenant, Tenant shall pay the total amount thereof to Owner on demand. E. If all rent is not paid in connection with any such contest full and shallactually received by Owner within fifteen (15) days after it is due and payable hereunder, promptly after Tenant shall pay Owner a late fee of 2% per month as additional rent. However, if the final determination collection of such contestlate fee at the rate specified herein would be usurious or otherwise unenforceable, fully pay interest on late payments shall accrue at the highest enforceable rate. F. References in this Lease to "rent," "Rent," "rents," "Rents," "rental," "Rental," "rentals" and discharge "Rentals" shall mean and include Minimum Annual Rent and additional rent. The Minimum Annual Rent is the amounts which minimum rental due and payable without prior demand, offset or deduction. No decrease in any additional rent for any period shall yield an offset or deduction in any other rental or for any other period. References in this Lease to Tenant being "in default" and/or Tenant's "breach" or "default" shall mean and include each and every default, breach, misfeasance, nonfeasance, non-payment, or any other failure of Tenant to perform any of its obligations hereunder. If Owner gives notice of default and Tenant seeks declaratory relief and Tenant's time to cure is extended pending the outcome of such declaratory judgment action, Tenant shall be levied, assessed, charged or imposed or be determined deemed to be payable therein or "in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts default" under this Lease during the performance pendency of which shall be ordered or decreed as a result thereof. All sums and charges such action for the purposes of whatsoever nature required to be paid those rights that are exercisable by Tenant pursuant to the terms only if it is not "in default." All of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant Tenant's obligations to pay Base Rent. Tenant rent, to indemnify Owner and to obtain insurance shall promptly deliver to Landlord upon Landlord's request copies survive the expiration of actual paid receipts, bills the term or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms sooner termination of this Lease.

Additional Rent. (a) Beginning on the Commencement Date, Tenant shall promptly pay pay, as Additional Rent, one hundred percent (100%) of all taxes, assessments, impositions, levies, charges, excises, fees, licenses additional rent payments for Tax Costs and Operating Expenses under Section 6.3 of the Prime Lease (as such terms are referred to in the Prime Lease). Rental and any other sums (collectivelydue hereunder not paid by the due date shall bear interest of 18% per annum. All payments shall be made to Landlord at its address set forth in Section 24 below, "Impositions") leviedor at such other address or addresses as Landlord may from time to time designate by written notice to Tenant. Landlord shall furnish to Tenant any notice or schedule of payments provided to Landlord by the Prime Landlord, assessed, charged or imposed by and thereafter any Governmental Authority or other taxing authority for any period prior to or during the Term payments of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of made consistent with such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received notice or schedule without further demand by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare also pay, as Additional Rent, the cost of all utilities furnished to Tenant on the Premises, including, but not limited to, electricity, gas, oil, water and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereundersewer. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails agrees to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed charges as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant they related to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this the Prime Lease. (b) Tenant's obligation to pay Additional Rent hereunder shall be on account of the period from and after the Commencement Date and shall survive the Expiration Date or sooner termination of the Term. (c) All amounts payable by Tenant to Landlord pursuant to this Sublease, including, without limitation, Base Rent and Additional Rent, shall be deemed and constitute rent and, in the event of any non-payment thereof, Landlord shall have all of the rights and remedies provided herein, in the Prime Lease or in law or at equity for non-payment of rent. (d) Tenant agrees to pay to Landlord Tenant's pro rata share of any taxes attributable to leasehold improvements, furniture or equipment within the Premises which are payable by Landlord under the Prime Lease.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and All monies other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the than Base Rent or Additional Rent payable hereunder. The amount required to be paid by Tenant on account of taxes during Sublessee under this Sublease (and under the last calendar years in which any portion of the Term falls Master Lease as incorporated into this Sublease) shall be prorated per diem so that Tenant is liable only for so much deemed additional rent ("Additional Rent"). Except as otherwise set forth in this Paragraph, Sublessee shall pay such amounts of such taxes as the portion of the Term which falls within such calendar year bears Additional Rent to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year Sublessor within ten (10) days after Landlord'▇ ▇▇ceipt following the date upon which Sublessor delivers an invoice to Sublessee for such payment of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, Additional Rent. (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining Notwithstanding anything to the Impositions provided hereunder which may be issued by any Governmental Authoritycontrary in this Sublease, and (ii) receipts except for payments of all such Impositions made during each calendar year costs or charges arising out of the Termnegligence or willful misconduct of Sublessee, within thirty (30) days after payment. In the event that the Tenant fails Sublessee shall have no obligation to pay any Impositions prior Additional Rent for the period from the Initial Premises Commencement Date to becoming delinquent, Tenant the First Floor Premises Commencement Date. Sublessee shall also pay all interest, penalties and other amounts payable as a result its Pro-Rata Share of such failure Additional Rent for the period from the First Floor Premises Commencement Date to pay when duethe Second Floor Premises Commencement Date. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant "Pro-Rata Share" shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection mean Fifty-Percent (50%) of the Imposition so contested. The LandlordAdditional Rent owed by Sublessor under the Master Lease, at provided, however, that Sublessor, in the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance reasonable exercise of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusiondiscretion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against may allocate any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination particular item of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant on any other basis to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies reflect an allocation of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant that is responsible with respect equitable and attributable to the Leased Premises in accordance with the terms Sublessee's occupancy of this LeaseSubleased Premises.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions"1) levied, assessed, charged or imposed by any Governmental Authority or other taxing authority Beginning with the payment of Fixed Rent due for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a 13th full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year month of the Term, within thirty (30) days after payment. In the event Sublessee shall pay to Sublessor, as Additional Rent, Sublessee's Proportionate Share, as hereinafter defined, of such amounts as Sublessor from time to time gives notice to Sublessee that the Tenant fails Sublessor is obligated to pay to Landlord in respect of Operating Costs, including estimated payments thereof, under and pursuant to Section 4.2 of the Lease, but only to the extent such payments on an annualized basis, exceed, or are reasonably estimated by Sublessor to exceed, $9.50 per rentable square feet per year. Sublessee shall be entitled to Sublessee's Proportionate Share of any Impositions prior credit or refund as and when received by Sublessor, and shall pay Sublessee's Proportionate Share of any additional payment request to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable be made by Sublessor for Operating Costs in excess of $9.50 per rentable square feet per year as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge Operating Costs for any calendar year as Section 4.2 of the amounts which Lease provided. Sublessee's Proportionate share shall be levieda fraction, assessedthe numerator of which is the rentable square feet in the Subleased Premises and the denominator of which is the rentable square feet in the Building, charged currently 50,345/201,378 or imposed or 25%. (2) All amounts payable by Sublessee to Sublessor pursuant to this Sublease, including, without limitation, Fixed Rent and Additional Rent, shall be determined deemed to be payable therein and shall constitute rent for all purposes hereunder and, in the event of any non-payment thereof, Sublessor shall have all of the rights and remedies provided herein (including, without limitation, those rights and remedies set forth in Section 10 hereof), at law or in connection therewith, together with equity for non-payment of rent. The obligation of Sublessee to pay all penalties, fines, interest, costs amounts to Sublessor of Fixed Rent and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether due hereunder and under the Lease arising during the term of the Sublease, as incorporated herein and as modified hereby, shall survive the Expiration Date or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies earlier termination of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Lease.this

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and All other sums Tenant must pay to Landlord under this Lease are, in the aggregate, the "Additional Rent," which will be due and payable as provided throughout this Lease. Tenant will pay promptly when due and payable, one hundred percent (collectively, "Impositions"100%) levied, assessed, charged or imposed by of the Operating Expenses and Taxes of the Property which are applicable at any Governmental Authority or other taxing authority for any period prior to or time during the Term of this Lease against as Additional Rent. All such Operating Expenses and Taxes shall be pro-rated for the partial month in which the Commencement Date and Termination Date occur, if applicable. For purposes hereof, "Operating Expenses" will mean (i) all utilities consumed by Tenant at the Property, including without limitation, those for sewer, water, heat, gas, oil, electricity, power and air conditioning (to the extent present at the Property); (ii) Tenant’s maintenance and repair of the Building and improvements at the Property, including but not limited to all regular and seasonal Property landscape and maintenance costs, snow plowing, parking lot maintenance and similar Property maintenance repair costs; (iii) the insurance of the Property carried by Tenant; (iv) ADT or similar security/alarm system service for the Building; (v) sprinkler monitoring service for the Building; and (vi) private garbage removal service. Tenant shall pay all Operating Expenses directly to the entity providing or charging for the same, and with respect to those incurred by Landlord pursuant to the Leased Premises terms hereof, directly to Landlord. Landlord represents and agrees that no party other than the Tenant shall have rights to or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion use of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion Property or any of the Term which falls within such calendar year bears utility or other systems thereon, thus resulting in all Operating Expenses being incurred for the sole benefit of the Tenant. For purposes hereof, "Taxes" will mean all real property taxes, assessments, sewer and water use charges imposed upon the Property by the City of Yonkers and County of Westchester. Excluded from the definition of Taxes are income, inheritance, succession, estate, gift, franchise or transfer taxes, and any and all special assessments attributable to a full calendar year. In case the initial improvements of the Property (i.e. any special taxes which may be payable in installments, only assessments for utility lines or sidewalks associated with the amount initial improvement of each installment payable during a calendar year shall be included in taxes for that calendar year. If received the Property by Landlord, ). Landlord shall provide deliver all Tax bills directly to Tenant a copy of all final tax bill(s) for each calendar year within no later than ten (10) days after receipt thereof by Landlord'▇ ▇▇ceipt of such tax bill(s). , or Tenant may have Tax bills sent directly to Tenant for payment and Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate pay the same directly to the Impositions assessing authority. If Landlord shall fail to be paid hereunder. deliver such Tax bills to Tenant as and when required, Landlord shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest costs resulting from the amount or validity of any Imposition described in this Section 4.2 late payment thereof by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each it shall pay such contest Tax bills timely given to Tenant on or before the due date therefor. Notwithstanding the above, Tenant shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or Taxes imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or hereof, and to not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums Taxes or charges may be treated to only pay a portion thereof during the pendency of such challenge, provided Tenant pays any costs, interest and/or penalties imposed by the taxing authority and indemnifies Landlord against any loss, cost or expenses incurred by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leaseconnection therewith.

Additional Rent. Tenant In addition to the Basic Rent and any other amounts constituting additional rent under the Lease or this Sublease to be paid by Subtenant to Sublandlord, Subtenant shall promptly pay all taxesto Sublandlord, assessmentsas additional rent, impositionsReal Property Taxes (disregarding any Base Real Property Taxes), leviesUtilities, chargesIncreased Insurance Premiums (disregarding any Base Premiums), excisesImpounds for Tenant's Share of Insurance Premiums and Property Taxes and Maintenance, fees, licenses Repairs and other sums Alterations (collectively, "ImpositionsAdditional Expenses") levied), assessedpursuant to the Lease but specifically disregarding any calculation of Subtenant's liability for Additional Expenses, charged or imposed by any Governmental Authority or protection from such expenses based on the existence of the Base Real Property Taxes and Base Premiums. In other taxing authority words, Subtenant acknowledges that Subtenant shall be liable for any period prior to or during 100% of the Term of this Lease against or Real Property Taxes and Insurance Premiums with respect to the Leased Premises or despite the Base Rent or fact that the Lease provides that Sublandlord only pay increases therein above certain base levels. Such Additional Rent Expenses shall be payable hereunderas and when such Additional Expenses are payable by Sublandlord to Landlord. The amount to be paid Because the Lease provides for the payment by Tenant on account Sublandlord of taxes during the last calendar years in which any portion some portions of the Term falls Additional Expenses on the basis of estimates thereof, as and when adjustments between such estimated and actual Additional Expenses are made under the Lease, the obligations of Sublandlord and Subtenant hereunder shall be prorated per diem so that Tenant is liable only for so much of adjusted in a like manner; and if any such taxes as adjustment shall occur after the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year expiration or earlier termination of the Term, within thirty (30) days after paymentthen the obligations of Sublandlord and Subtenant under this SECTION 4.d. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of survive such failure to pay when due. The Tenant may contest the amount expiration or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leasetermination.

Additional Rent. (a) It is the intention of the Landlord and the Tenant that the rent to be paid pursuant to this Lease shall be net to the Landlord in each year during the term of this Lease and that all costs, expenses, and obligations of every kind relating to the Demised Premises (except as otherwise specifically provided in this Lease) which may arise or become due during the term of this Lease shall be paid by the Tenant, and that the Landlord shall be indemnified by the Tenant against such costs, expenses, and obligations. All rent shall be paid to the Landlord without notice or demand and without abatement, deduction, or set off. The following costs, expenses, and obligations shall be deemed to be additional rent payable according to the terms of this paragraph (a): (i) The Tenant shall promptly pay all real estate taxes, assessments, impositions, levies, water and sewer charges, excises, fees, licenses and other sums (collectivelygovernmental levies against the Demised Premises, and also any occupancy tax and tax on rents, all of which are herein called "Impositionsimpositions") . The phrase "tax on rents" shall mean any tax levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during in connection with the Term receipt of rent under this Lease against or with respect to for the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion use and occupancy of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as Demised Premises, in lieu of, in whole or in part, any real estate or personal property tax upon the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when dueDemised Premises. The Tenant may contest pay any imposition in installments, if payment may be so made without penalty. All impositions for the amount or validity of any Imposition described tax year in which this Section 4.2 by appropriate proceedings. However, Lease shall terminate shall be apportioned between the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay and the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that any imposition which the Tenant shall, have the right has elected to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which installments shall be levied, assessed, charged or imposed or be determined to be payable therein or paid in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts full by the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant at least sixty (60) days prior to the terms expiration of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Lease.lease term;

Additional Rent. (a) Tenant shall promptly pay all taxesand discharge, assessments, impositions, levies, charges, excises, fees, licenses and other sums as additional rent (collectively, "Impositions"“Additional Rent”): (i) leviedexcept as otherwise specifically provided herein, assessedall costs and expenses of Tenant and Landlord which are incurred in connection or associated with (A) the ownership, charged use, non-use, occupancy, monitoring, possession, operation, condition, design, construction, maintenance, alteration, repair or imposed restoration of any of the Leased Premises, (B) the performance of any of Tenant’s obligations under this Lease, (C) the exercise or enforcement by Landlord, its successors and assigns, of any Governmental Authority or other taxing authority for of its rights under this Lease in connection with an Event of Default, (D) any period prior amendment to or during the Term modification or termination of this Lease against made at the request of Tenant, (E) Costs of Landlord’s counsel and reasonable internal Costs of Landlord incurred in connection with any act undertaken by Landlord (or its counsel) at the request of Tenant, any act of Landlord performed on behalf of Tenant in connection with respect to the Leased Premises an Event of Default or the Base review and monitoring of compliance by Tenant with the terms of this Lease in connection with an Event of Default, including compliance with [Post Closing Obligations and] applicable Law, (F) all costs and fees associated with the wire transfers of Rent or Additional Rent payable hereunder. The amount payments, and (G) any other items specifically required to be paid by Tenant on account of taxes during under this Lease; (ii) after the last calendar years in which date all or any portion of any installment of Basic Rent is due and not paid by the Term falls applicable Basic Rent Payment Date, an amount (the “Late Charge”) equal to four percent (4%) of the amount of such unpaid installment or portion thereof to reimburse Landlord for its cost and inconvenience incurred as a result of Tenant’s delinquency, provided, however, that with respect to the first late payment of all or any portion of any installment of Basic Rent in any Lease Year, the Late Charge shall not be prorated due and payable unless the Basic Rent has not been paid within five (5) days’ following notice thereof from Landlord to Tenant that such installment is due and payable. Tenant acknowledges that the damages to and costs incurred by Landlord resulting from Tenant’s late payment of Basic Rent would be difficult, if not impossible, to ascertain with any accuracy, and that the four percent (4%) charge represents Landlord and Tenant’s efforts to approximate such potential damages and costs; (iii) a sum equal to any late charge in excess of the amount payable under clause (ii) above for that portion of the Basic Rent paid to the Lender as scheduled installments of principal and interest, any default interest in excess of amounts payable under clause (iv) below for that portion of the Basic Rent paid to the Lender as scheduled installments of principal and interest, and fees of Lender’s counsel, which are payable by Landlord to any Lender under any Note by reason of Tenant’s late payment or non-payment of Basic Rent or by reason of an Event of Default; and (iv) interest at the rate (the “Default Rate”) of five percent (5%) over the Prime Rate per diem so annum on the following sums until paid in full: (A) all overdue installments of Basic Rent from the respective due dates thereof, and (B) all overdue amounts of Additional Rent relating to obligations which Landlord shall have paid on behalf of Tenant pursuant to this Lease, from the date of payment thereof by Landlord; (v) five thousand dollars ($5,000) per month for each month that Tenant is liable only for so much of such taxes as late in the portion delivery of the Term annual and quarterly financial statements that are required to be delivered pursuant to Paragraph 28(b). (b) Tenant shall pay and discharge (i) any Additional Rent referred to in Paragraph 7(a)(i) when the same shall become due, provided that amounts which falls within such calendar year bears are billed to a full calendar year. In case of special taxes which may be payable in installmentsLandlord or any third party, only the amount of each installment payable during a calendar year but not to Tenant, shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year paid within ten thirty (1030) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt ’s demand for payment thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Termany other Additional Rent, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. ’s demand for payment thereof. (c) In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liabilityamounts payable under Paragraph 7(a)(ii), penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle (iv) or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) elsewhere in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure exceed the maximum amount permitted by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leaseapplicable Law.

Additional Rent. For the calendar year 1999, Tenant shall promptly pay all taxes$1,655.71 per month to Landlord as Additional Rent. Additional Rent shall be due and payable during each month of abated Base Rent, assessmentsif any. Tenant covenants to pay without notice, impositionsdeduction, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged set-off or imposed by any Governmental Authority or other taxing authority abatement to Landlord the Additional Rent in lawful money of the United States in equal consecutive monthly installments in advance on the first day of each month during the Lease Term. Additional Rent for any period prior partial month shall be prorated on a per diem basis. Additional Rent shall be payable to Landlord at Landlord's Address or during such other place as Landlord may designate in writing. In order to provide for current payments of Additional Rent, Tenant agrees to pay an amount of Additional Rent reasonably estimated by Landlord from time to time commencing on the Term first day of this Lease against the month following the month in which Landlord notifies Tenant of the amount of such Additional Rent. If, as finally determined, at the close of books for the calendar year and within sixty (60) days after the end of said calendar year, the amount of Additional Rent owing by Tenant shall be greater than or less than the aggregate of all installments so paid to Landlord for each calendar year, Tenant shall pay to Landlord the amount of such underpayment, or Landlord shall credit Tenant for the amount of such overpayment, as the case may be. It is the intention hereunder to estimate the amount of Additional Rent for each calendar year and 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 the Leased Premises or the Base Rent or payment of Additional Rent payable hereunder. The amount shall survive the termination of this Lease with regard to be paid by Tenant on account Additional Rent attributable to any full and/or partial year immediately preceding the termination of taxes during the last calendar years in this Lease for which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year any underpayment has not yet been calculated pursuant hereto. Any payment, refund or credit made pursuant to this paragraph shall be included in taxes for that calendar year. If received by Landlordmade without prejudice to any right of Tenant to dispute the amount of Additional Rent owing, or the right of Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate correct any items as billed pursuant to the Impositions to be paid hereunderprovisions hereof. Tenant shall deliver to Landlord, (i) within ten (10) Within 30 days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In date Landlord notifies Tenant of the event that the Tenant fails to pay any Impositions prior to becoming delinquentamount of Additional Rent owing, Tenant or its authorized agent at Tenant sole cost and expense shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise inspect the books of Landlord during the business hours of Landlord at such contest through negotiationslocation that Landlord may specify, for the purpose of verifying such amount. Unless Tenant shall pay and save asserts specific errors within such 30 days, such notification by Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined deemed to be payable therein or correct. No decrease in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts Additional Rent shall reduce Tenant's liability hereunder below the performance amount of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leasepayable hereunder.

Additional Rent. Tenant (a) All taxes, charges, premiums, costs and expenses which the Lessee is required to pay hereunder, together with all interest penalties that may accrue thereon in the event of the Lessee's failure to pay such amounts and all damages, costs, and expenses which the Lessor may incur by reason of any default of the Lessee or failure on the Lessee's part to comply with the terms of this lease, shall be deemed to be additional rent and, in the event of nonpayment by the Lessee, the Lessor shall have all the rights and remedies with respect thereto as the Lessor has for the nonpayment of the base rent. The Lessor upon receipt of any such bills, statements or charges shall deliver them promptly to the Lessee. (b) The Lessee shall pay as additional rent, before any fine, penalty, interest, or costs may be added thereto for the nonpayment thereof Lessee's proportionate share of all real estate taxes, fire fees, Foxcroft Condominium Office Building maintenance fees, assessments, impositionsLessor Operating Costs, leviesinsurance premiums, and other governmental levies and charges, excisesgeneral and special, feesordinary and extraordinary, licenses and other sums (collectivelyunforeseen as well as foreseen, "Impositions") leviedof any kind, assessed, charged which are assessed or imposed by any Governmental Authority against the Lessor and paid or other taxing authority for any period prior to or during the Term of this Lease against or payable with respect to or allocable to Foxcroft Condominium Office Building during the Leased Premises or term of this lease. Any additional rent which shall become due and payable by Lessee to Lessor shall be payable, unless otherwise provided herein, with the Base Rent or Additional Rent payable hereundernext regularly due monthly installment of base rent. The amount Lessees proportionate share of all such expenses that are to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls Lessee as additional rent shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only computed by multiplying the amount of each installment payable during all such Lessor expenses by a calendar year fraction, the numerator of which shall be included Lessee's leased floor area and the denominator of which shall be Lessor's aggregate amount of owned square feet of leasable floor area in taxes for that calendar year. If received Foxcroft Condominium Office Building. (c) Nothing contained in this lease shall require the Lessee to pay any franchise, corporate, state, inheritance, succession, capital levy, or transfer tax of the Lessor or any income, profits, or revenue tax, or any other tax, assessment, charge or levy upon the rent payable by Landlordthe Lessee under this lease. (d) In each lease year Lessee will pay Lessor, Landlord shall provide to Tenant a copy as additional rent, Lessee's proportionate share of all final tax bill(s) for each calendar year of Lessor's Operating Costs as herein set forth. Such Operating Costs shall be paid by Lessee within ten thirty (1030) days after Landlord'▇ ▇▇ceipt receipt of any invoice therefor from Lessor. Failure of Lessor to provide such statement within a reasonable time shall not relieve Lessee of its obligations hereunder. At Lessor's option, Operating Costs shall be paid by Lessee in monthly installments in such amounts as are estimated and billed by Lessor at the beginning of each twelve (12) month period commencing and ending on dates designated by Lessor, each installment being due on the first day of each calendar month. At any time during each twelve (12) month period, Lessor may re-estimate Lessee's Operating Costs and adjust Lessee's monthly installments payable thereafter during such twelve (12) month period to reflect more accurately Lessor's Operating Costs. Within one hundred twenty (120) days (or such additional time thereafter as is reasonable under the circumstances), after the end of such tax bill(s). Tenant twelve (12) month period, the monthly installments paid or payable shall prepare be adjusted between Lessor and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after TenantLessee in accordance with Lessor's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental AuthorityOperating Costs, and Lessee shall pay Lessor or Lessor shall credit Lessee's account or (ii) receipts for payments of all if such Impositions made during each calendar year adjustment is at the end of the Termterm) pay Lessee, as the case may be, within thirty (30) days after payment. In of receipt of a statement from Lessor to Lessee, such amounts as may be necessary to effect adjustment to the event that agreed share, Failure of Lessor to provide such statement within the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant time prescribed shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance relieve Lessee of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leaseobligations hereunder.

Additional Rent. Commencing on the Lease Commencement Date (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for and paid directly by Tenant, Tenant shall promptly pay all taxesto Landlord as additional rent (the “Additional Rent”), assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority cash or other taxing authority immediately available good funds in the following amounts: (a) An amount equal to all Property Operating Expenses (as defined in Article 13) incurred or to be incurred by Landlord. Landlord shall deliver to Tenant Landlord’s reasonable estimate of any given expense (such as Landlord’s Insurance Costs or Real Property Taxes), or group of expenses, which it anticipates will be paid or incurred for any period prior the ensuing calendar or fiscal year, as Landlord may determine, and Tenant shall pay to Landlord an amount equal to Tenant’s Building Share or Tenant’s Project Share, as applicable, of the estimated amount of such expenses for such year in equal monthly installments during such year with the installments of Base Monthly Rent. Landlord reserves the right to revise such estimate from time to time but not more than once during the Term applicable year and, in any event shall provide Tenant with at least one (1) month advance notice of this Lease against or with respect to such adjusted estimates taking effect. (b) Landlord’s share of the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid consideration received by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so upon certain assignments and sublettings as required by Article 7. (c) Any legal fees and costs that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails obligated to pay any Impositions prior or reimburse to becoming delinquent, Tenant shall also pay all interest, penalties Landlord pursuant to Article 13; and Building C (d) Any other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount charges or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes reimbursements due Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by from Tenant pursuant to the terms of this Lease other Lease. Notwithstanding the foregoing, at any time that Tenant leases all of the rentable square footage in the Building, Landlord may elect by written notice to Tenant to have Tenant pay Real Property Taxes or any portion thereof directly to the applicable taxing authority, in which case Tenant shall make such payments and deliver satisfactory evidence of payment to Landlord no later than Base Rent ten (10) days before such Real Property Taxes become delinquent. In the event Tenant is responsible to pay taxes directly, Landlord shall constitute Additional Rent (have no obligation to make such payments, whether or not same be designated "Additional Rent") Landlord receives evidence of payment from Tenant, and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receiptsin all cases be responsible for any fines, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder penalties, interest and damages for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leaselate payment.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior In addition to or during the Term of this Lease against or with respect to the Leased Premises or paying the Base Rent or Additional Rent payable hereunder. The amount to be paid by specified in Article 3 of this Lease, Tenant on account shall pay “Tenant’s Share” (as defined in Exhibit B) of taxes during (a) the last calendar years annual “Operating Expenses” (as defined in Exhibit B) which any portion are in excess of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year Operating Expenses applicable to the “Base Year” (as defined in Exhibit B). and (b) the annual “Tax Expenses” (as defined in Exhibit B) which are in excess of the amount of Tax Expenses applicable to the Base Year; provided, however, that in no event shall be included any decrease in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s“Direct Expenses” (as defined in Exhibit B) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s)any Expense Year below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or any credit against sums due under this Lease. Tenant shall prepare Such payments by Tenant, together with any and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant to Landlord pursuant to the terms of this Lease (other than Base Rent), are hereinafter collectively referred to as the “Additional Rent”, and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall constitute Additional be payable for the same periods and in the same manner as the Base Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by otherwise specifically set forth in this Lease. The obligations of Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute the Additional Rent hereunder provided for which Tenant is responsible with respect in this Article 4 shall survive the expiration of the Lease Term for a period not to exceed one (1) year; provided, however, that the Leased Premises in accordance with the terms of this Leaseone (1) year period shall not apply to assessments for Tax Expenses received by Landlord after such one (1) year period.

Additional Rent. (a) Tenant shall promptly pay all taxesand discharge, assessments, impositions, levies, charges, excises, fees, licenses and other sums as additional rent (collectively, "Impositions"“Additional Rent”): (i) leviedexcept as otherwise specifically provided herein (including, assessedwithout limitation, charged Paragraphs 20 and 31), all costs and expenses of Tenant which are incurred in connection or imposed associated with (A) the use, non-use, occupancy, monitoring, possession, operation, condition, design, construction, maintenance, alteration, repair or restoration of any of the Leased Premises, and (B) the performance of any of Tenant’s obligations under this Lease; (ii) after the date all or any portion of any installment of Basic Rent is due and not paid by any Governmental Authority the applicable Basic Rent Payment Date, an amount equal to four percent (4%) of the amount of such unpaid installment or other taxing authority for any period prior to or during the Term of this Lease against or portion thereof; provided, however, that with respect to the Leased Premises first late payment in any twelve (12) month period of all or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of any installment of Basic Rent in any Lease Year, the Term falls Late Charge shall not be prorated per diem so that Tenant is liable only for so much of such taxes as due and payable unless the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year Basic Rent has not been paid within ten (10) days days’ following the due date thereof; (iii) a sum equal to any additional sums (including any late charge, default penalties, interest and fees of Lender’s counsel) which are payable by Landlord to any Lender under any Note by reason of Tenant’s late payment or non-payment of Basic Rent or by reason of an Event of Default; and (iv) interest at the rate (the “Default Rate”) of three percent (3%) over the Prime Rate per annum on the following sums until paid in full: (A) all overdue installments of Basic Rent from and after Landlord'▇ ▇▇ceipt the expiration of such tax bill(s). Tenant shall prepare any applicable notice and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlordcure period under Paragraph 22(b) of this Lease, (iB) within ten (10) days after all overdue amounts of Additional Rent relating to obligations which Landlord shall have paid on behalf of Tenant's receipt thereof, copies from the date of all settlements and notices pertaining to the Impositions provided hereunder which may be issued payment thereof by any Governmental AuthorityLandlord, and (iiC) receipts for payments all other overdue amounts of all such Impositions made during each calendar year Additional Rent, from and after the expiration of the Term, within thirty any applicable notice and cure period under Paragraph 22(b) of this Lease. (30b) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure discharge any Additional Rent referred to pay in Paragraph 7(a)(i) when the same shall become due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. . (c) In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liabilityamounts payable under Paragraph 7(a)(ii), penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest and (iv) exceed the Leased Premisesmaximum amount permitted by applicable Law. In addition, Tenant agrees and Landlord acknowledge and agree that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levieddue or to become due under Paragraph 7 (a) (ii), assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest(iii) and (iv) have been specifically negotiated by the parties hereto and represent that such amounts represent the parties’ best estimate of actual losses, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated suffered by Landlord as under the circumstances meriting the application of such provisions and do not constitute a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leasepenalty.

Additional Rent. 4.1. From and after the Commencement Date, Tenant shall promptly 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 taxessuch Taxes as and when due, assessmentsand shall exhibit, impositionsand deliver to Landlord, leviesphotostatic copies of the receipted bills or other evidence satisfactory to Landlord showing such payment promptly after such receipts shall have been received by Tenant, chargesbut in any event prior to the Delinquency Date (as hereinafter defined). If the bills, excisesstatements, fees, licenses and invoices or other sums demands for payment (collectively, "ImpositionsSTATEMENTS") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent Taxes due and payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which hereunder are delivered to Landlord rather than Tenant, Landlord shall deliver any portion of the Term falls shall be prorated per diem so that such Statement to Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received promptly upon receipt by Landlord, but in any event not less than ten (10) days, or such shorter period of time if such Statement is not received by Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of prior to the date on which Taxes relating to such tax bill(sStatement 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 prepare and file all reports required 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 gove▇▇▇▇ntal authorities which relate the taxing authority for the late or non payment of Taxes to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after extent that same were not imposed solely upon Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a Taxes resulting solely from, Landlord's failure by Tenant to pay Base Rent. Tenant shall promptly timely deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leaseany Statements as hereinabove provided.

Additional Rent. Tenant shall promptly pay If not directly paid by LESSEE, the LESSEE will reimburse LESSOR for all costs incurred by LESSOR for: real property taxes, assessmentswhich will be paid directly to the taxing authority, impositionsand in the event that LESSEE does not pay taxes directly to the taxing authority, leviesLESSEE shall be responsible for reimbursing LESSOR for said taxes, chargesassessment, excisesbuilding insurance, feessnow removal, licenses lawn care, refuse removal, common area maintenance, and other sums administrative, (collectivelycollectively referred to as “Additional Rent”), "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which and any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt renewals thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails LESSEE shall fail to pay any Impositions prior to becoming delinquentsuch Additional Rent as it shall come due, Tenant the LESSOR may pay same, and ▇▇▇▇ LESSEE at 105% of actual cost, and the LESSEE shall also pay all interest, penalties and other amounts payable as a result of said Additional Rent on the next ensuing rent date; such failure to pay when dueAdditional Rent shall constitute a default in the lease at the option of the LESSOR. The Tenant may contest Common Area Maintenance charges shall not include the amount following: a) Salaries or validity benefits for LESSOR’s executives and employees above the grade of building manager, and of any Imposition described employees in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection excess of the Imposition so contested. The Landlordtime devoted to the Building. b) Expenditures for which LESSOR is reimbursed from any insurance carrier, from any lessee, or from any other source. c) Cost of repairs or replacements incurred by reason of fire or other casualty or condemnation. d) Advertising and promotional expenditures. e) Costs incurred in performing work or furnishing services for any lessee (including LESSEE), whether at the Tenant's sole such LESSEE’s or LESSOR’s expense, shall join to the extent such work or service is in excess of any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect work or service that LESSOR is obligated to any Impositions referred furnish to above in such manner that exposes Landlord to (LESSEE at LESSOR’s expense. f) Depreciation, except as provided above. g) Bad debt loss, rent loss, or reserves for either of them. i) criminal liabilityFinancing costs, penalty or sanctionincluding points, (iicommitment fees, broker’s fees, and mortgage interest and amortization payments. j) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) Costs incurred in connection with the construction of the Building or the initial development of the Property. k) Costs incurred by LESSOR arising out of its failure to perform or breach of any such contest and shallof its covenants, promptly after the final determination of such contestagreements, fully pay and discharge the amounts which shall be leviedrepresentations, assessedwarranties, charged guarantees or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of indemnities made under this Lease. l) Costs of compliance, fines or penalties incurred by LESSOR due to violations of or non-compliance with any applicable legal requirements. m) Costs incurred in the removal, abatement or other treatment of underground storage tanks or Hazardous Substances present in the building or on the Property. n) Legal fees, space planners fees, broker’s commissions and other costs incurred in connection with marketing space, leasing space, or negotiating leases with lessees of the building, or legal fees in connection with disputes between LESSOR and any other lessee of the Building, or between LESSOR and any mortgagee.

Additional Rent. Tenant Sublessee's Proportionate Share of Sublessor's Proportionate Share shall promptly pay all taxesbe considered "Additional Rent." Additional Rent shall also include expenses or charges applicable to the Premises, assessmentswhich may be imposed, impositionsat any time, levies, on Sublessor pursuant to the Master Lease (expressly excluding any late charges, excisesinterest or damages or other charges or penalties imposed on Sublessor due to its negligence, feeswillful misconduct, licenses and other sums (collectivelydefault or delay beyond any applicable grace period pursuant to the terms of the Master Lease) as described in the Master Lease or incurred by Sublessor in compliance with the Master Lease. As herein used, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent" shall include Monthly Rent or and Additional Rent payable hereunder. The amount to be paid by Tenant on account Sublessee pursuant to this Section 5.b. The payments of taxes during Additional Rent required of Sublessee pursuant to this Section shall be made within the last calendar years in which any portion same time periods after notice from Sublessor of the Term falls shall be prorated per diem amount owed as are established by the Master Lease for the comparable obligation of Sublessor to make such payments to Master Lessor, or if not so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installmentsprovided therein, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s)written notice from Sublessor. Tenant shall prepare Notwithstanding the foregoing, Sublessee's Additional Rent will be payable in the same time and file all reports manner as required by gove▇▇▇▇ntal authorities which relate the Master Lease. Overpayments and underpayments of Additional Rent shall be handled in the same manner as provided in the Master Lease. Any overpayment by Sublessee shall be refunded to Sublessee within five (5) business days after the Impositions to 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 hereunder. Tenant shall deliver to Landlord, by Sublessee within five (i5) within ten (10) business days after TenantSublessee's receipt thereof, of the reconciliation. Sublessor shall promptly provide Sublessee with copies of all settlements relevant estimates and notices pertaining to the Impositions provided hereunder which may be issued statements prepared by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest Master Lessor with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Lease.

Additional Rent. Tenant shall promptly assumes and agrees to pay and discharge, in addition to Minimum Rent, all taxescosts, assessments, impositions, levies, charges, excises, fees, licenses expenses and other sums (collectivelyamounts, "Impositions") leviedliabilities and obligations relating to the Premises, assessedincluding, charged without limitation, each and all thereof which Tenant expressly assumes or imposed by any Governmental Authority agrees to pay or discharge pursuant to Section 10 and all other taxing authority for any period prior to or during the Term provisions of this Lease against or Lease, together with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes every fine, penalty, interest and cost which may be payable in installmentsadded for nonpayment or late payment thereof, only the amount all of each installment payable during a calendar year which shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten constitute additional rent hereunder (10) days after Landlord'▇ ▇▇ceipt of such tax bill(sherein called "Additional Rent"). Anything in the preceding sentence to the contrary notwithstanding, Tenant shall prepare not be obligated to pay, and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant Additional Rent shall deliver to Landlordnot include, (i) within ten (10) days after Tenant's receipt thereofany principal, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued interest or other amount payable by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect Landlord to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liabilityMortgagee, penalty or sanctionas such, (ii) any civil liabilityfine, penalty penalty, interest or sanction cost referred to in the preceding sentence to the extent arising out of Landlord's failure to apply to payment of Taxes and insurance premiums amounts received by Landlord from Tenant for which Tenant has not made provisions reasonably acceptable such purposes pursuant to LandlordSection 11, (iii) any costs or expenses payable for services provided to or for the Premises attributable to the periods of time prior to the Commencement Date and after the expiration or termination of the Term, or (iiiiv) defeasance any amounts owing in respect of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein Retained Obligation or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance respect of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated breach by Landlord as a of any Retained Obligations. In the event of any failure by Tenant to pay Base or discharge any Additional Rent owing to Landlord, Landlord shall have all rights, powers and remedies provided herein or by law in the case of nonpayment of Minimum Rent. Tenant shall promptly deliver also covenants to pay to Landlord upon on demand, as Additional Rent, a late charge in an amount equal to five percent (5%) of the amount then due on all installments of Minimum Rent not paid within five (5) Business Days after the date when due. The actual amount of Landlord's request copies administrative expenses arising by reason of actual paid receiptsa late payment will be difficult to ascertain and the parties agree that the late charge as calculated above is a reasonable estimate thereof and is not a penalty. Tenant further covenants to pay to Landlord on demand, bills as Additional Rent, interest at the per annum rate of interest equal to one percent (1%) plus the "prime rate" as reported by the Wall Street Journal, or other documentation evidencing at the maximum rate permitted by applicable law, whichever is less, on all other charges which constitute Minimum Rent and Additional Rent hereunder for which Tenant due to Landlord from the date due until such amount is responsible with respect to paid in full and received in good funds by Landlord or its designee. If the Leased Premises Wall Street Journal discontinues publication or publication of "prime rate," then Landlord shall substitute a comparable prime rate published in accordance with the terms of this Leasea comparable publication.

Additional Rent. (i) In addition to the base rent immediately above specified, Tenant shall promptly agrees to pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during for the Term benefit of this Lease against Landlord, as directed herein, the building utilities, and general items of routine maintenance, such as cleaning services, maintenance and repair of heating, cooling, and electrical systems, snow removal, parking lot maintenance, and the like. (Such costs shall not include structural repairs or with respect to structural maintenance, such as roof repair and surfacing or resurfacing of a parking lot.) The Tenant will also be responsible for a prorated share of property taxes and insurance for the Leased Premises or the Base Rent or Additional Rent payable hereunderbuilding and property. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls Such additional rent shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installmentsperiodically, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received upon request by Landlord, but such requests shall be made no more often than monthly. Landlord does reserve the right to formulate a reasonable estimate of the anticipated utilities and maintenance costs for the building for the coming year, and collect such maintenance charges monthly with the base rent. In any event, Landlord shall provide account to Tenant a copy at no less than twelve (12) month intervals, and again at the end of all final tax bill(s) the lease, for such charges, and appropriate adjustments will be made for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlordaccounting period, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by for any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after paymentunderpayment or overpayment. In the event that the Tenant fails building is expanded during the term of this lease, the percentages of Tenant's responsibility shall be adjusted accordingly. (ii) Any rental payment which is not timely made shall accrue interest at the maximum legal rate then allowable, from the date due until paid. Landlord shall have the right to pay demand this amount as additional rent due immediately, and to deduct it first from any Impositions prior to subsequent rentals becoming delinquent, Tenant shall also pay all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant Landlord, at its option, may contest also allow said interest (additional rent) to accrue until the end of the term (and may deduct the amount accrued on any or validity of all late payments, from any Imposition described deposit provided for in this Section 4.2 by appropriate proceedingslease). However, the Tenant failure of Landlord to make demand for or collect such additional rent immediately, or to set it off against any rental payments subsequently made, in any one instance or several instances, shall promptly pay such Imposition unless such proceedings shall operate to prevent not preclude Landlord from exercising its rights under this paragraph at any time during or stay after the collection end of the Imposition so contestedlease term or any extension thereof. The Landlord, at provisions of this paragraph shall not be construed to limit or qualify the Tenant's sole expense, shall join rights and remedies provided Landlord elsewhere in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiationsthis lease. Tenant shall pay have no right of set off pending ultimate resolution of any dispute between Landlord and save Landlord harmless against any and all lossesTenant arising under this lease, judgments, decrees and costs (including all attorneys' fees and expenses) except in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by case where Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated dispossessed of the property by Landlord as virtue of a failure by Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon breach of Landlord's request copies covenant of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms of this Leasegood title and quiet possession.

Additional Rent. A. All payments, other than Minimum Annual Rent required to be made by Tenant pursuant to this Lease (including, but not limited to, escalation charges, and any and all damages, interest, costs, fees and expenses caused by Tenant's default) shall be deemed additional rent and, in the event of any non-payment thereof, Owner shall have all rights and remedies provided for herein and by law for non-payment of Minimum Annual Rent in addition to whatever other remedies may be available to Owner. B. Unless expressly provided otherwise in this Lease, the amount shown as due to Owner (or Owner's agent) in all bills, invoices and statements to Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses be due and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior to or during the Term of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account upon receipt without further demand. Any delay or failure of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears Owner or its agent to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by govedeliver any ▇▇▇▇ntal authorities , statement or invoice shall not constitute a waiver of the right to collect any payment which relate may have become due during the term of this Lease, including without limitation, retroactive payments for any and all amounts unbilled. C. All payments of Minimum Annual Rent and additional rent pursuant to this Lease shall be made by Tenant with checks drawn upon a New York City bank. If Owner receives from Tenant any payment less than the Impositions full amount of the Minimum Annual Rent and additional rent then due and owing, Tenant hereby waives its right, if any, to designate the items to which such payment shall be paid applied and agrees that Owner, in its sole discretion, may apply such payment in whole or in part to any Minimum Annual Rent, any additional rent or to any combination thereof then due and payable hereunder. . D. The losing party in any action or proceeding between Owner and Tenant shall deliver to Landlordpay the reasonable attorneys' fees, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements costs and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year disbursements of the Term, within thirty (30) days after paymentprevailing party for such action or proceeding upon the assignment thereof by the Court or on demand. In the event that the If a default of Tenant fails causes Owner to pay any Impositions prior to becoming delinquentprosecute or defend an action or proceeding with a third party, Tenant shall also pay all interestthe reasonable attorneys' fees, penalties costs and other amounts payable as a result disbursements of Owner for such failure to pay when dueaction or proceeding on demand. The Tenant may contest the amount If Owner suffers, pays or validity of incurs any Imposition described in this Section 4.2 by appropriate proceedings. Howeverdamages, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs fees or expenses (including all without limitation, reasonable attorneys' fees and expensesdisbursements) due to a default, act, omission or request of Tenant, Tenant shall pay the total amount thereof to Owner on demand. E. If all rent is not paid in connection with any such contest full and shallactually received by Owner within fifteen (15) days after it is due and payable hereunder, promptly after Tenant shall pay Owner a late fee of 2% per month as additional rent. However, if the final determination collection of such contestlate fee at the rate specified herein would be usurious or otherwise unenforceable, fully pay interest on late payments shall accrue at the highest enforceable rate. F. References in this Lease to "rent," "Rent," "rents," "Rents," "rental," "Rental," "rentals" and discharge "Rentals" shall mean and include Minimum Annual Rent and additional rent. The Minimum Annual Rent is the amounts which minimum rental due and payable without prior demand, offset or deduction. No decrease in any additional rent for any period shall yield an offset or deduction in any other rental or for any other period. References in this Lease to Tenant being "in default" and/or Tenant's "breach" or "default" shall mean and include each and every default, breach, misfeasance, nonfeasance, non-payment, or any other failure of Tenant to perform any of its obligations hereunder. If Owner gives notice of default and Tenant seeks declaratory relief and Tenant's time to cure is extended pending the outcome of such declaratory judgment action, Tenant shall be levied, assessed, charged or imposed or be determined deemed to be payable therein or "in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or default" under this Lease during the pendency of such action for the purposes of those rights that are exercisable by Tenant only if it is not "in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereofdefault". All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Rent shall constitute Additional Rent (whether or not same be designated "Additional Rent") and failure by Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by Tenant Tenant's obligations to pay Base Rent. Tenant rent, to indemnify Owner and to obtain insurance shall promptly deliver to Landlord upon Landlord's request copies survive the expiration of actual paid receipts, bills the term or other documentation evidencing all other charges which constitute Additional Rent hereunder for which Tenant is responsible with respect to the Leased Premises in accordance with the terms sooner termination of this Lease.

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior In addition to or during paying the Term Basic Rent as provided in Article 5 of this Lease against or with respect to the Leased Premises or the Base Rent or Additional Rent payable hereunder. The amount to be paid by Tenant on account of taxes during the last calendar years in which any portion of the Term falls shall be prorated per diem so that Tenant is liable only for so much of such taxes as the portion of the Term which falls within such calendar year bears to a full calendar year. In case of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements and notices pertaining to the Impositions provided hereunder which may be issued by any Governmental Authority, and (ii) receipts for payments of all such Impositions made during each calendar year of the Term, within thirty (30) days after payment. In the event that the Tenant fails to pay any Impositions prior to becoming delinquentLease, Tenant shall also pay any and all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant pursuant to the terms of this Lease other than Base Lease, including, without limitation, payments for repairs (collectively, the “Additional Rent”). The Basic Rent shall constitute and the Additional Rent (whether or not same be designated "Additional are sometimes herein collectively referred to as “Rent") and failure by .” Without limitation on any other obligations of Tenant to timely pay such other sums or charges may be treated by Landlord as a failure by which survive the expiration of the Term, the obligations of Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute Additional Rent hereunder which accrues during the Term shall survive the expiration of the Term. Landlord and Tenant acknowledge that it is their intent and agreement that this Lease be a “TRIPLE NET” lease and that as such, the provisions contained in this Lease are intended to pass on to Tenant or reimburse Landlord for all costs and expenses associated with this Lease and the Premises, and Tenant’s operation therefrom, including without limitation, all Real Property Taxes, expenses, costs and amounts of every kind and nature which Tenant is responsible Landlord pays or accrues during the Term (as the same may be extended) because of or in connection with respect to the Leased Premises ownership, management, maintenance, security, repair, replacement, renovation, restoration or operation of the Premises, or any portion thereof, in accordance with sound real estate management and accounting practices, consistently applied. To the terms extent such costs and expenses payable by Tenant cannot be charged directly to, and paid by, Tenant, such costs and expenses shall initially be paid by Landlord and thereafter be reimbursed by Tenant. As used herein, the term “Real Property Taxes” shall include any form of this Lease.assessment, license fee, license tax, business license fee, commercial rental tax, levy, charge, penalty, tax or similar imposition imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, as against any legal or equitable interest of Landlord in the Premises to the extent assessed and/or accruing after the Commencement Date, including, but not limited to, the following:

Additional Rent. Tenant shall promptly pay all taxes, assessments, impositions, levies, charges, excises, fees, licenses and other sums (collectively, "Impositions") levied, assessed, charged or imposed by any Governmental Authority or other taxing authority for any period prior In addition to or during the Term of this Lease against or with respect to the Leased Premises or paying the Base Rent or Additional Rent payable hereunder. The amount specified in Article 3 of this Lease, Tenant shall pay to be paid by Tenant on account of taxes during Landlord as additional rent the last calendar years in which any portion sum of the Term falls shall be prorated per diem so that Tenant following: (i) ”Tenant’s Share” (as such term is liable only for so much of such taxes as the portion defined below) of the Term annual Operating Expenses allocated to the Building pursuant to Section 4.3.4, which falls within such calendar year bears to a full calendar year. In case are in excess of special taxes which may be payable in installments, only the amount of each installment payable during a calendar year shall be included in taxes for that calendar year. If received by Landlord, Landlord shall provide to Tenant a copy of all final tax bill(s) for each calendar year within ten (10) days after Landlord'▇ ▇▇ceipt of such tax bill(s). Tenant shall prepare and file all reports required by gove▇▇▇▇ntal authorities which relate Operating Expenses allocated to the Impositions to be paid hereunder. Tenant shall deliver to Landlord, (i) within ten (10) days after Tenant's receipt thereof, copies of all settlements Building and notices pertaining applicable to the Impositions provided hereunder which may be issued by any Governmental AuthorityExpense Base Year (subject, and however, to the annual cap on Controllable Expenses in Section 4.3.5 below); plus (ii) receipts for payments of all such Impositions made during each calendar year Tenant’s Share of the Termannual Tax Expenses allocable to the Building pursuant to Section 4.3.4, within thirty which are in excess of the amount of the Tax Expenses allocated to the Building and applicable to the Tax Expense Base Year; plus (30iii) days after paymentTenant’s Share of the annual Utilities Costs allocated to the Building pursuant to Section 4.3.4 which are in excess of the amount of Utilities Costs allocated to the Building and applicable to the Utilities Base Year. In the event that the Tenant fails to pay Such additional rent, together with any Impositions prior to becoming delinquent, Tenant shall also pay and all interest, penalties and other amounts payable as a result of such failure to pay when due. The Tenant may contest the amount or validity of any Imposition described in this Section 4.2 by appropriate proceedings. However, the Tenant shall promptly pay such Imposition unless such proceedings shall operate to prevent or stay the collection of the Imposition so contested. The Landlord, at the Tenant's sole expense, shall join in any such contestation proceedings if any Law shall so require. In no event shall Tenant pursue any contest with respect to any Impositions referred to above in such manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Leased Premises. Tenant agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay and save Landlord harmless against any and all losses, judgments, decrees and costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. All sums and charges of whatsoever nature required to be paid by Tenant to Landlord pursuant to the terms of this Lease other than Lease, shall be hereinafter collectively referred to as the “Additional Rent.” The Base Rent shall constitute and Additional Rent (whether or not are herein collectively referred to as the “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the same be designated "Additional Rent") periods and failure by 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 timely pay such other sums or charges may be treated by Landlord as a failure by the limitations set forth in Section 4.3.2 below, the obligations of Tenant to pay Base Rent. Tenant shall promptly deliver to Landlord upon Landlord's request copies of actual paid receipts, bills or other documentation evidencing all other charges which constitute the Additional Rent hereunder provided for which Tenant is responsible with respect in this Article 4, and Landlord’s obligation to refund any overpayment by Tenant, shall survive the Leased Premises in accordance with expiration of the terms 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 case may be, of any amount that Tenant or Landlord (as the case may be) contend, now or in the future (subject to the limitations set forth in this Lease or under applicable Laws) are in dispute.