Common use of Additional Rental Clause in Contracts

Additional Rental. Tenant shall pay, as Additional Rental, Tenant's Percentage Share of the amount, if any, by which Operating Expenses (as hereinafter defined) for any calendar year exceed $1,545,147.50 ($6.50/rentable square foot of the Buildings). The Additional Rental payable pursuant to this paragraph shall be determined, and paid in accordance with the following procedures: (i) During each December of the Lease Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of its estimate of Additional Rental payable under this Article 7 for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts together with the Base Rental, provided that if such notice is not given in December, Tenant shall continue to pay such Additional Rental during the ensuing calendar year on the basis of the amounts payable during the calendar year just ended, until the month after such notice is given. (ii) As soon as practicable after the close of each calendar year during the Lease Term, Landlord shall deliver to Tenant a statement of the adjustments to be made for the calendar year just ended. Such statement shall be final and binding upon Landlord and Tenant absent manifest error. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount that is less than the estimated payments actually made by Tenant for such calendar year, Landlord shall credit such excess to the next payments of Additional Rental and Base Rental coming due. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount greater that the estimated payments actually made by Tenant, Tenant shall pay as Additional Rental the deficiency to Landlord within thirty (30) days after delivery of the statement. (iii) If this Lease shall commence, expire or terminate on a day other than the last day of a calendar year, the amount of Additional Rental payable during the first or final calendar year of the Lease Term, as the case may be, shall be prorated based on the actual number of days of the Lease Term during such calendar year. The expiration or termination of this Lease shall not affect the obligations of Landlord and Tenant to be performed after such expiration or termination, pursuant to this Article 7.

Additional Rental. Tenant shall pay, as A. ▇▇▇▇▇▇ further agrees to pay Additional Rental, Tenant's Percentage Share of the amountin monthly installments, if any, by which Operating Expenses (as hereinafter defined) for any calendar year exceed $1,545,147.50 ($6.50/rentable square foot of the Buildings). The Additional Rental payable pursuant to this paragraph shall be determined, and paid in accordance with the following procedures: (i) During each December of the Lease Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of its estimate of Additional Rental payable under this Article 7 for the ensuing calendar year. On or before on the first day of each month during of the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts together with the Base Rental, provided that if such notice is not given in December, Tenant shall continue to pay such Additional Rental during the ensuing calendar year Term commencing on the basis first day of the amounts payable during the calendar year just ended, until the month after such notice is given. (ii) As soon as practicable after the close of each calendar year during the Lease Term, Landlord shall deliver to Tenant a statement of the adjustments to be made for following the calendar year just ended. Such statement shall be final and binding upon Landlord and Tenant absent manifest error. set forth in Paragraph 1E. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount that is less than the estimated payments actually made by Tenant for such calendar year, Landlord shall credit such excess to the next payments of Additional Rental and Base Rental coming due. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount greater that the estimated payments actually made by Tenant, Tenant shall pay as Additional Rental the deficiency to Landlord within thirty (30) days after delivery of the statement. (iii) If this Lease shall commence, expire or terminate Term ends on a day other than the last day of a calendar yearmonth, then, upon the amount first day of the last calendar month of the Term, Tenant will pay Landlord a portion of Additional Rental for such fractional month prorated based on a 30-day month. B. Additional Rental will be paid by Tenant to Landlord, without notice and without deduction or offset, in lawful money of the United States of America, at the Building office or to such other person and/or at such other place as Landlord may from time to time designate in a notice to Tenant. C. Landlord will try to give Tenant advance notice of Additional Rental payable by T▇▇▇▇▇, but failure by Landlord to give advance notice is not a waiver by Landlord of its right to receive from Tenant any Additional Rental. In addition, Landlord may, but is not required to, at or after the start of the calendar year following the calendar year set forth in Paragraph 1E, notify Tenant of Landlord's estimate of T▇▇▇▇▇'s liability for Additional Rental for the ensuing year, which amount will be divided into twelve (12) equal portions and added to the monthly payments of rent required to be made by Tenant in such year. If Tenant's actual payment of Additional Rental is finally determined by Landlord to be greater or less than the total amounts actually paid by Tenant pursuant to this paragraph during the first applicable year ("Landlord's Statement"), a credit or final calendar year of the Lease Termpayment will be made by Landlord or Tenant, as whichever the case may be, within the thirty (30) days following the issuance of Landlord's Statement. Upon written request by T▇▇▇▇▇ within thirty (30) days of issuance of Landlord's Statement, Landlord will make its prior year records pertaining to Direct Expenses available to Tenant to allow Tenant, at its sole cost and expense, to verify their accuracy. Absent such request, L▇▇▇▇▇▇▇'s Statement shall be prorated based final as to such year. D. Direct Expenses include all costs of operation and maintenance of the Building as determined by Landlord including, but not limited to, the following costs by way of illustration only: premiums for property, casualty, liability, rent interruption or any other insurance carried by Landlord; salaries, wages and other amounts paid or payable for personnel including the Building manager, superintendent, operation and maintenance staff, and other employees of Landlord involved in the maintenance, management and operation of the Building, including contributions and premiums towards fringe benefits, unemployment, disability insurance, worker's compensation insurance, pension plan contributions and similar premiums and contributions and the total charges of any independent contractors or property managers engaged in the operation; repair, care, maintenance and cleaning of any portion of the Building; fair market rental and other costs with respect to Building Management office; costs of accounting services incurred in the preparation of statements and financial reports, audit fees; cleaning expenses, including without limitation janitorial services, window cleaning and garbage and refuse removal; landscaping expenses, including without limitation irrigating, trimming, fertilizing, replacing plants and floral arrangements; heating, plumbing, mechanical, elevator, sprinklers, fire/life safety systems, security and energy management systems and steam/utilities expenses, including fuel, gas, electricity, water, sewer, telephone, advertising, public relations, tenant relations and activities and other services, maintaining, operating and repairing components of any equipment or machinery used in connection with the Building, and the rental of same or any office or other equipment for the management of the Building; any other items of repair and maintenance of the Building; intrabuilding network cabling and riser maintenance and repair; cost of policing, security and supervision of the Building; audit and accounting fees; any capital improvements (or amortization thereof) (i) made primarily to reduce Direct Expenses or to comply with governmental requirements, (ii) for replacements (as opposed to additions or new improvements) of nonstructural items located in the common areas of the Property required to keep such areas in good condition or (iii) expenditures that are consistent with Direct Expenses as defined above, although the benefits of the expenditures survive the current year; payments under any easement, operating agreement, declaration, restrictive covenant or instrument pertaining to sharing of costs in a planned development; fee for administration and management of the building as determined by Landlord. Direct Expenses do not include depreciation on the actual number of days Building loan payments, real estate brokerage commissions, and costs directly attributed to one tenant and not to other tenants of the Lease Building generally. Permitted capital improvements and repairs may be amortized in the Landlord's reasonable discretion over: (i) their useful lives, (ii) the period during which capital improvements reduce Direct Expenses or (iii) three (3) years. Landlord may allocate costs of operation and maintenance between the building where the Premises are located and other properties owned by landlord or its affiliates and under common management, as determined by landlord in the exercise of its reasonable discretion. Similarly, Landlord may make other allocations of Direct Expenses in accordance with sound management and accounting principles. E. Direct Tax Expenses include all real property taxes and annual installments of real estate assessments on the Building; personal property taxes on personal property of Landlord used in the operation or maintenance of the Building; supplemental assessments that may result from changes in ownership or from the completion of new construction; escape assessments; taxes on the gross or net rental income of Landlord derived from the Building (excluding, however, state and federal personal or corporate income taxes measured by the income of Landlord from all sources); impositions created to pay for or supplement the cost of governmental services that the Building or its tenants may use; transit or transportation charges; housing subsidies and/or housing fund assessments; possessory interest taxes; business or license taxes or fees; job training subsidies and/or assessments; open space charges; excises; business or other license or use fees; and the reasonable costs of contesting by appropriate proceedings the amount or validity of any of the foregoing. If, during the Term of this Lease, the present real property tax is wholly or partly replaced or supplemented by another form of tax, there will be included within the definition of Direct Tax Expenses any such tax, levy, or assessment (other than federal, state, or city and county net income taxes or estate, gift, or other similar taxes) that, whether or not now customary or within the contemplation of the parties to this Lease, may be charged to Landlord and is by way of example and not limitation (i) levied upon, allocable to, or measured by the Rent payable hereunder; (ii) levied upon the business of owning and operating rental properties to the extent such tax is applicable to the Premises; (iii) levied upon or with respect to the possession, leasing, operation, management, or occupancy by Tenant of the Premises or any portion thereof, or (iv) levied upon or measured by the value of Tenant's personal property or leasehold improvements. Direct Tax Expenses also include all expenses incurred, including attorneys' and consultants' fees, in seeking a reassessment, reduction of, or limit on the increase in any Direct Tax Expenses, whether or not successful. Property taxes for any calendar year shall include property taxes which are due for payment as well as those paid in such year. F. If the Building rentable square footage is not one hundred percent (100%) occupied during such an entire calendar year, including the Base Year, then the variable component of Direct Expenses and Direct Tax Expenses will be equitably adjusted so that the total amount of Direct Tax Expenses and Direct Expenses equals the amount which would have been paid or incurred by Landlord had the Building been one hundred percent (100%) occupied for the entire calendar year. The expiration or termination In no event will Landlord be entitled to receive from Tenant and the other tenants in the Building an aggregate amount in excess of this Lease shall not affect actual Direct Expenses and Direct Tax Expenses as a result of the obligations of Landlord and Tenant to be performed after such expiration or termination, pursuant to this Article 7foregoing provision.

Additional Rental. Tenant shall pay, as Additional Rental, Tenant's Percentage Share of In addition to the amount, if any, by which Operating Expenses (as hereinafter defined) for any calendar year exceed $1,545,147.50 ($6.50/rentable square foot of the Buildings). The Additional Base Rental payable pursuant to this paragraph shall be determined, and paid in accordance with the following procedures: (i) During each December of the Lease Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of its estimate of Additional Rental payable under this Article 7 for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts together with the Base Rental, provided that if such notice is not given in December, Tenant shall continue to pay such Additional Rental during the ensuing calendar year on the basis of the amounts payable during the calendar year just ended, until the month after such notice is given. (ii) As soon as practicable after the close of each calendar year during the Lease Term, Landlord shall deliver to Tenant a statement of the adjustments to be made for the calendar year just ended. Such statement shall be final and binding upon Landlord and Tenant absent manifest error. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount that is less than the estimated payments actually made by Tenant for such calendar year, Landlord shall credit such excess to the next payments of Additional Rental and Base Rental coming due. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount greater that the estimated payments actually made by TenantA above, Tenant shall pay as Additional Rental for the deficiency period from and after the Commencement Date (i) Tenant’s Percentage Share of (a) Operating Expenses and (b) Impositions as provided in paragraph B of Article 7, (ii) utility charges as provided in paragraph A of Article 7 and Tenant Impositions as provided in paragraph B of Article 7, and (iii) all other payments to Landlord be made by Tenant to Delta pursuant to Articles 9, 10 and 16 of this Lease and all other payments to be made by Tenant to Delta with respect to capital improvements, capital replacements or other capital expenditures as provided in Article 1 of this Lease. Operating Expenses prior to the first January 1 to occur after the Commencement Date shall be estimated based upon a budget prepared by Delta and approved by Tenant, which approval shall not be unreasonably withheld or delayed. For each succeeding calendar year of this Lease, the estimate of Operating Expenses shall be based upon actual Operating Expenses for the previous calendar year (with respect to the first full calendar year, adjusted, if necessary, to reflect a Commencement Date on a date other than January 1). Tenant shall pay one-twelfth (1/12th) of Tenant’s Percentage Share of such estimated Operating Expenses (“Tenant’s Estimated Operating Expenses”) for the calendar year on the first (1st) day of each calendar month. By April 1 of each calendar year following the Commencement Date, Delta shall furnish to Tenant a statement of Delta’s actual Operating Expenses for the previous calendar year and the calculation of Tenant’s Estimated Operating Expenses for the current calendar year. Tenant agrees to pay Delta, within thirty (30) days after delivery receipt of Delta’s statement, any amount of Tenant’s Percentage Share of actual Operating Expenses which was not previously paid as Tenant’s Estimated Operating Expenses for such previous calendar year. If for any calendar year the statement. (iii) If this Lease shall commence, expire or terminate on a day other amount of Tenant’s Estimated Operating Expenses paid by Tenant during such calendar year is greater than the last day Tenant’s Percentage Share of a actual Operating Expenses during such calendar year, as shown by Delta’s statement or, if audited, by the amount audit thereof described below (provided such auditor’s determination is confirmed by Delta or otherwise determined to be correct), then, (i) if such overpayment is less than $50,000.00, Delta shall apply and credit such overpayment in reduction of the next accruing installment of Additional Rental payable during by Tenant to Delta, and (ii) if such overpayment is greater than $50,000.00, Delta shall refund to Tenant the first or final entire amount of any such overpayment within ten (10) days of Tenant’s written request to Delta for payment of such amount. If such audit reflects an underpayment by Tenant with respect to the period audited, then Tenant shall pay to Delta the entire amount of such underpayment within ten (10) days of receipt of Delta’s invoice therefor. Tenant shall have the right, within one hundred eighty (180) days after receipt of Delta’s statement of actual Operating Expenses for the previous calendar year, to cause Delta’s books and records relating to Operating Expenses to be audited by a Big Eight accounting firm designated by Tenant and reasonably acceptable to Delta, and Delta shall cooperate with Tenant and such accountants in connection with any such audit; provided, however, that Tenant shall pay all costs and expenses of such audit unless such audit reveals that the amount of Operating Expenses set forth in Delta’s statement for the previous calendar year of the Lease Term, as the case may be, shall be prorated based on exceeds the actual number amount of days of the Lease Term during such Operating Expenses for such calendar year. The expiration year as disclosed by such audit by more than five percent (5%) (and provided further that such auditor’s determination is confirmed by Delta or termination of this Lease shall not affect the obligations of Landlord and Tenant otherwise determined to be performed after correct), in which event Delta shall pay the costs and expenses of such expiration or terminationaudit, pursuant to this Article 7including the fees and expenses of Tenant’s accountant.

Additional Rental. Tenant shall pay, as Additional Rental, Tenant's Percentage Share of the amount, if any, by which Operating Expenses (as hereinafter defineda) for any calendar year exceed $1,545,147.50 ($6.50/rentable square foot of the Buildings). The Additional Rental payable pursuant to this paragraph shall be determined, and paid in accordance Commencing with the following procedures: (i) During each December of the Lease Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of its estimate of Additional Rental payable under this Article 7 for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts together with the Base Rental, provided that if such notice is not given in December, Tenant shall continue to pay such Additional Rental during the ensuing calendar year on the basis of the amounts payable during the calendar year just ended, until in which the month after such notice is given. (ii) As soon as practicable after the close of Commencement Date occurs and continuing thereafter for each calendar year during the Lease Termfull term of this lease, Landlord shall deliver present to Tenant a statement prior to December 15 of the adjustments to be made preceding calendar year (or for the calendar year just ended. Such statement shall be final and binding upon Landlord and Tenant absent manifest error. If on in which the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount that is less than the estimated payments actually made by Tenant for such calendar yearlease term commences, Landlord shall credit such excess to the next payments of Additional Rental and Base Rental coming due. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount greater that the estimated payments actually made by Tenant, Tenant shall pay as Additional Rental the deficiency to Landlord within at least thirty (30) days after delivery prior to the Commencement Date) a statement of Tenant's Forecast Additional Rental. Landlord's initial statement of Tenant's Forecast Additional Rental shall not be greater than one hundred six percent (106%) of Tenant's Forecast Additional Rental for the statementimmediately preceding year, except if and to the extent Landlord can reasonably verify to Tenant anticipated increases in Operating Expenses otherwise allowable under the terms of this lease which will cause Additional Rental to exceed such limit. Further, upon final determination of Tenant's Additional Rental for any calendar year, Landlord's initial statement of Tenant's Forecast Additional Rental for the next subsequent calendar year may be revised by Landlord, but shall not be greater than one hundred six percent (106%) of Tenant's Additional Rental for the immediately preceding calendar year, except if and to the extent Landlord can reasonably verify to Tenant anticipated increases in Operating Expenses which will cause Tenant's Additional Rental to exceed such limit. (iiib) If this Lease As used herein, "Tenant's Forecast Additional Rental" shall commence, expire or terminate on a day other than the last day mean Landlord's reasonable estimate of a calendar year, the amount of Tenant's Additional Rental payable during (defined below) for the first or final coming calendar year of (or, in the Lease Termcalendar year in which the lease term commences, as the case may be, shall be prorated based on the actual number of days of the Lease Term during for such calendar year. The expiration or termination of this Lease shall not affect the obligations of Landlord and Tenant to be performed after such expiration or termination, pursuant to this Article 7).

Additional Rental. Tenant shall pay, pay to Landlord as Additional RentalRent its pro rata share of increase in Direct Expenses and Direct Tax Expense over such expenses incurred for the Base Year. Such payments shall be made in monthly installments on the first day of each month, Tenantbased upon Landlord's Percentage Share Estimate. Landlord shall endeavor to give to Tenant on or before the Adjustment Date a final statement of the amount, if any, by which Operating Expenses (as hereinafter defined) for any calendar year exceed $1,545,147.50 ($6.50/rentable square foot of the Buildings). The increase in Additional Rental payable pursuant by Tenant under this Lease, but failure by Landlord to this paragraph give such a statement by such a date shall be determined, and paid in accordance with the following procedures: (i) During each December of the Lease Term, or as soon thereafter as practicable, not constitute a waiver by Landlord shall give Tenant written notice of its estimate of right to require an increase in Additional Rental. If Tenant's Additional Rental payable under this Article 7 for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts together with the Base Rental, provided that if such notice is not given in December, Tenant shall continue to pay such Additional Rental during the ensuing calendar year Lease as shown on the basis of the amounts payable during the calendar year just ended, until the month after such notice Adjustment Date statement is given. (ii) As soon as practicable after the close of each calendar year during the Lease Term, Landlord shall deliver to Tenant a statement of the adjustments to be made for the calendar year just ended. Such statement shall be final and binding upon Landlord and Tenant absent manifest error. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount that is greater or less than the estimated payments total amounts actually billed to and paid by Tenant pursuant to the Estimate during the year covered by such statement, a payment shall be made by Tenant for such calendar year, Landlord shall credit such excess to the next payments of Additional Rental and Base Rental coming due. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount greater that the estimated payments actually made by or Tenant, Tenant shall pay as Additional Rental whichever the deficiency to Landlord case may be, within thirty (30) days after delivery days. Even though the Term has expired or terminated, and Tenant has vacated the Premises when the final determination is made of Tenant's pro rata share of increase in Direct Expenses and Direct Tax Expense for the statement. (iii) If year in which this Lease expires or terminates, Tenant shall commenceimmediately pay any increase due over the estimate, expire or terminate on a day other than and, conversely, any overpayment made in the last day of a calendar year, the amount of Additional Rental payable during the first or final calendar year of the Lease Term, as the case may be, event such Expenses decrease shall be prorated based on the actual number of days of the Lease Term during such calendar year. The expiration or termination of this Lease shall not affect the obligations of immediately refunded by Landlord and Tenant to be performed after such expiration or termination, pursuant to this Article 7Tenant.

Additional Rental. (a) Tenant shall payalso pay as additional rental Tenant's Proportionate Share of Operating Expenses for each calendar year during the Term plus an annual management fee equal to three percent (3%) of the Base Rental and Additional Rental (exclusive of such management fee) payable by Tenant for such calendar year (collectively, as "Tenant's Additional Rental"). At least thirty (30) days prior to the Rent Commencement Date and prior to the commencement of each calendar year during the Term, Landlord shall provide Tenant a statement of Landlord's reasonable estimate of Tenant's Additional Rental ("Tenant's Estimated Additional Rental") for such calendar year, or portion thereof as the case may be, and Tenant shall thereafter pay Tenant's Estimated Additional Rental for such calendar year in accordance with Section 3.1 above. In addition, if at any time during a calendar year it appears to Landlord that Tenant's Additional Rental for such calendar year will exceed Tenant's Estimated Additional Rental then being paid by Tenant, Landlord shall have the right, but not the obligation, to appropriately revise, on at least 30 days' notice to Tenant, Tenant's Percentage Share Estimated Additional Rental for the remainder of such calendar year and Tenant shall thereafter pay the revised Tenant's Estimated Additional Rental for the remainder of such calendar year. (b) Within one hundred fifty (150) days after the end of the amount, if any, by which Operating Expenses (as hereinafter defined) for any calendar year exceed $1,545,147.50 ($6.50/rentable square foot of during the Buildings). The Additional Rental payable pursuant to this paragraph shall be determinedTerm, and paid in accordance with the following procedures: (i) During each December of the Lease Term, or as soon thereafter as practicablereasonably possible after the termination of this Lease (Landlord and Tenant agreeing that the provisions of this Section 3.3 shall survive the termination of this Lease), Landlord shall give provide Tenant written notice of its estimate of a statement showing the Operating Expenses for said calendar year as prepared by a certified public accounting firm, and a statement prepared by Landlord comparing Tenant's Estimated Additional Rental payable under this Article 7 with Tenant's Additional Rental. If Tenant's Estimated Additional Rental exceeds Tenant's Additional Rental for the ensuing said calendar year, Landlord shall refund to Tenant the excess paid by Tenant within thirty (30) days after providing Tenant the statement. On Additionally, if Tenant's Estimated Additional Rental has been overestimated by five percent (5%) or before more, Landlord shall refund to Tenant interest on the first day entire overpayment at the Applicable Rate from July 1 of each month the calendar year during the ensuing which such overpayment was made until refunded. If Tenant's Additional Rental exceeds Tenant's Estimated Additional Rental for said calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts together with the Base Rental, provided that if such notice is not given in December, Tenant shall continue to pay such Additional Rental during the ensuing calendar year on the basis of the amounts payable during the calendar year just ended, until the month after such notice is given. (ii) As soon as practicable after the close of each calendar year during the Lease Term, Landlord shall deliver to Tenant a statement of the adjustments to be made for the calendar year just ended. Such statement shall be final and binding upon Landlord and Tenant absent manifest error. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount that is less than the estimated payments actually made by Tenant for such calendar year, Landlord shall credit such excess to the next payments of Additional Rental and Base Rental coming due. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount greater that the estimated payments actually made by Tenant, Tenant shall pay as Additional Rental the deficiency to Landlord within thirty (30) days after delivery of receipt of the statement. (iii) If statement an amount equal to such difference. Notwithstanding anything in this Lease to the contrary, Landlord acknowledges and agrees that, except as provided in Section 3.4(d) below, in no event shall commence, expire any Operating Expenses be billed or terminate on chargeable to Tenant after the date which is two (2) years following the calendar year end in which such Operating Expenses were incurred by Landlord. In the event Landlord (or any successor to Landlord in the event the Building is conveyed to a day other than the last day of a calendar year, the amount of Additional Rental payable new owner during the first or final calendar year Term of the Lease Termthis Lease, as the case Term may bebe renewed as provided herein) fails to ▇▇▇▇ any such Operating Expenses to Tenant within the aforementioned two (2) year period, Tenant shall have no obligation to pay any such Operating Expenses. For purposes of this Section 3.3, third-party expenses shall be prorated based deemed to have been incurred by Landlord on the actual number of days of the Lease Term during date that Landlord receives an invoice for such calendar year. The expiration or termination of this Lease shall not affect the obligations of Landlord and Tenant to be performed after such expiration or termination, pursuant to this Article 7third-party expense.

Additional Rental. Tenant shall pay(a) For purposes of this Lease, as “Tenant’s Forecast Additional Rental, ” shall mean Landlord’s reasonable estimate of Tenant's Percentage Share of ’s Additional Rental for the amount, if any, by which Operating Expenses (as hereinafter defined) for any coming calendar year exceed $1,545,147.50 ($6.50/rentable square foot of the Buildings). The or portion thereof If at any time it appears to Landlord that Tenant’s Additional Rental payable pursuant to this paragraph shall be determined, and paid in accordance with for the following procedures: current calendar year will vary from Landlord’s estimate by more than five percent (i) During each December of the Lease Term, or as soon thereafter as practicable5%), Landlord shall give Tenant written have the right to revise, but not more than once per year (but Landlord shall have the right to reduce such estimate as many times within any year as Landlord chooses), by notice of to Tenant, its estimate of Additional Rental payable under this Article 7 for the ensuing calendar year. On or before the first day of each month during the ensuing calendar such year, and subsequent payments by Tenant for such year shall pay be based upon such revised estimate of Tenant’s Additional Rental. Failure to Landlord one-twelfth (1/12) make a revision contemplated by the immediately preceding sentence shall not prejudice Landlord’s right to collect the full amount of such estimated amounts together with Tenant’s Additional Rental. Prior to the Base Rental, provided that if such notice is not given in December, Tenant shall continue Rental Commencement Date and thereafter prior to pay such Additional Rental during the ensuing calendar year on the basis of the amounts payable during the calendar year just ended, until the month after such notice is given. (ii) As soon as practicable after the close beginning of each calendar year during the Lease Term, including any extensions thereof, Landlord shall deliver present to Tenant a statement of the adjustments to be made for the calendar year just ended. Such statement shall be final and binding upon Landlord and Tenant absent manifest error. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount that is less than the estimated payments actually made by Tenant ’s Forecast Additional Rental for such calendar year, Landlord shall credit provided, however, that if such excess statement is not given prior to the beginning of any calendar year as aforesaid, Tenant shall continue to pay during the next payments of Additional Rental and Base Rental coming due. If ensuing calendar year on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount greater that the estimated payments actually made by Tenant, Tenant shall pay as Additional Rental the deficiency to Landlord within thirty (30) days after delivery of the statement. (iii) If this Lease shall commence, expire or terminate on a day other than the last day of a calendar year, the amount of Tenant’s Forecast Additional Rental payable during the first or final calendar year just ended until the month after such statement is delivered to Tenant. (b) For purposes of this Lease, “Tenant’s Additional Rental” shall mean for each calendar year (or portion thereof) the Lease Term, as Operating Expense Amount (defined below) multiplied by the case may be, shall be prorated based on the actual number of days square feet of Rentable Floor Area of Demised Premises (not including Storage Space). As used herein, “Operating Expense Amount” shall mean the Lease Term during such calendar year. The expiration or termination amount by which the sum of this Lease shall not affect the obligations of Landlord and Tenant to be performed after such expiration or termination(x) plus (y) exceeds $[**], pursuant to this Article 7.where:

Additional Rental. A. Tenant shall pay, as further agrees to pay Additional Rental, Tenant's Percentage Share of the amountin monthly installments, if any, by which Operating Expenses (as hereinafter defined) for any calendar year exceed $1,545,147.50 ($6.50/rentable square foot of the Buildings). The Additional Rental payable pursuant to this paragraph shall be determined, and paid in accordance with the following procedures: (i) During each December of the Lease Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of its estimate of Additional Rental payable under this Article 7 for the ensuing calendar year. On or before on the first day of each month during of the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts together with the Base Rental, provided that if such notice is not given in December, Tenant shall continue to pay such Additional Rental during the ensuing calendar year Term commencing on the basis first day of the amounts payable during the calendar year just ended, until the month after such notice is given. (ii) As soon as practicable after the close of each calendar year during the Lease Term, Landlord shall deliver to Tenant a statement of the adjustments to be made for following the calendar year just ended. Such statement shall be final and binding upon Landlord and Tenant absent manifest error. set forth in Paragraph 1E. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount that is less than the estimated payments actually made by Tenant for such calendar year, Landlord shall credit such excess to the next payments of Additional Rental and Base Rental coming due. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount greater that the estimated payments actually made by Tenant, Tenant shall pay as Additional Rental the deficiency to Landlord within thirty (30) days after delivery of the statement. (iii) If this Lease shall commence, expire or terminate Term ends on a day other than the last day of a calendar yearmonth, then, upon the amount first day of the last calendar month of the Term, Tenant will pay Landlord a portion of Additional Rental for such fractional month prorated based on a 30-day month. Non-recurring Additional Rental shall be due within ten (10) days following receipt of the statement of charges. B. Additional Rental will be paid by Tenant to Landlord, without notice and without deduction or offset, in lawful money of the United States of America, at the Building office or to such other person and/or at such other place as Landlord may from time to time designate in a notice to Tenant. C. Landlord will try to give Tenant advance notice of Additional Rental payable by Tenant, but failure by Landlord to give advance notice is not a waiver by Landlord of its right to receive from Tenant any Additional Rental. In addition, Landlord may, but is not required to, at or after the start of the calendar year following the calendar year set forth in Paragraph 1E, notify Tenant of Landlord’s estimate of Tenant’s liability for Additional Rental for the ensuing year, which amount will be divided into twelve (12) equal portions and added to the monthly payments of rent required to be made by Tenant in such year. If Tenant’s actual payment of Additional Rental is finally determined by Landlord to be greater or less than the total amounts actually paid by Tenant pursuant to this paragraph during the first applicable year (“Landlord’s Statement”), a credit or final calendar year of the Lease Termpayment will be made by Landlord or Tenant, as whichever the case may be, within the thirty (30) days following the issuance of Landlord’s Statement. Upon written request by Tenant within forty-five (45) days of issuance of Landlord’s Statement, Landlord will make its prior year records pertaining to Direct Expenses available to Tenant to allow Tenant, at its sole cost and expense, to verify their accuracy. In the event that Tenant’s examination reveals an overcharge of more than 5%, then Landlord shall reimburse Tenant for its costs and expenses in connection with the examination but in no event will such reimbursement exceed the amount which Tenant was overcharged. In all other events, such examination shall be prorated based at Tenant’s sole cost and expense. Absent such request, Landlord’s Statement shall be final as to such year. D. Direct Expenses include all costs of operation and maintenance of the Building as determined by Landlord including, but not limited to, the following costs by way of illustration only: premiums for property, casualty, liability, rent interruption or other insurance carried by Landlord; salaries, wages and other amounts paid or payable for personnel including the Building manager, superintendent, operation and maintenance staff, and other employees of Landlord involved in the maintenance, management and operation of the Building, including contributions and premiums towards fringe benefits, unemployment, disability insurance, worker’s compensation insurance, pension plan contributions and similar premiums and contributions and the total charges of any independent contractors or property managers engaged in the operation; repair, care, maintenance and cleaning of any portion of the Building; fair market rental and other costs with respect to Building Management office; costs of accounting services incurred in the preparation of statements and financial reports, audit fees; cleaning expenses, including without limitation janitorial services, window cleaning and garbage and refuse removal; landscaping expenses, including without limitation irrigating, trimming, fertilizing, replacing plants and floral arrangements; heating, plumbing, mechanical, elevator, sprinklers, fire/life safety systems, security and energy management systems and steam/utilities expenses, including fuel, gas, electricity, water, sewer, telephone, advertising, public relations, tenant relations and activities and other services, maintaining, operating and repairing components of any equipment or machinery used in connection with the Building, and the rental of same or any office or other equipment for the management of the Building; any other items of repair and maintenance of the Building; intrabuilding network cabling and riser maintenance and repair; cost of policing, security and supervision of the Building; audit and accounting fees; any capital improvements (or amortization thereof) (i) made primarily to reduce Direct Expenses or to comply with governmental requirements, (ii) for replacements (as opposed to additions or new improvements) of nonstructural items located in the common areas of the property required to keep such areas in good condition or (iii) expenditures that are consistent with Direct Expenses as defined above, although the benefits of the expenditures survive the current year; payments under any easement, operating agreement, declaration, restrictive covenant or instrument pertaining to sharing costs in a planned development; fee for administration and management of the building as determined by Landlord. Direct Expenses do not include depreciation on the actual number of days Building, loan payments, real estate brokerage commissions, and costs directly attributed to one tenant and not available to other tenants or applicable to other suites of the Lease Building generally. Permitted capital improvements and repairs may be amortized in the Landlord’s reasonable discretion over: (i) their useful lives, (ii) the period during which capital improvements reduce Direct Expenses or (iii) three (3) years or more at Landlord’s discretion. Landlord may allocate costs of operation and maintenance between the building where the Premises are located and other properties owned by landlord or its affiliates and under common management, as determined by landlord in the exercise of its reasonable discretion. Similarly, Landlord may make other allocations of Direct Expenses in accordance with sound management and accounting principles. E. Direct Tax Expenses include all real property taxes and annual installments of real estate assessments on the Building; personal property taxes on personal property of Landlord used in the operation or maintenance of the Building; supplemental assessments that may result from changes in ownership or from the completion of new construction; escape assessments; taxes on the gross or net rental income of Landlord derived from the Building (excluding, however, state and federal personal or corporate income taxes measured by the income of Landlord from all sources); impositions created to pay for or supplement the cost of governmental services that the Building or its tenants may use; transit or transportation charges; housing subsidies and/or housing fund assessments; possessory interest taxes; business or license taxes or fees; job training subsidies and/or assessments; open space charges; excises; business or other license or use fees; and the reasonable costs of contesting by appropriate proceedings the amount or validity of any of the foregoing. If, during the Term of this Lease, the present real property tax is wholly or partly replaced or supplemented by another form of tax, there will be included within the definition of Direct Tax Expenses any such tax, levy, or assessment (other than federal, state, city and county net income taxes or estate, gift, or other similar taxes) that, whether or not now customary or within the contemplation of the parties to this Lease, may be charged to Landlord and is by way of example and not limitation (i) levied upon, allocable to, or measured by the Rent payable hereunder; (ii) levied upon the business of owning and operating rental properties to the extent such tax is applicable to the Premises; (iii) levied upon or with respect to the possession, leasing, operation, management, or occupancy by Tenant of the Premises or any portion thereof, or (iv) levied upon or measured by the value Tenant’s personal property or leasehold improvements. Direct Tax Expenses also include all expenses incurred, including attorneys’ and consultants’ fees, in seeking a reassessment, reduction of, or limit on the increase in any Direct Tax Expenses, whether or not successful. Property taxes for any calendar year shall include property taxes which are due for payment as well as those paid in such year. F. If the Building rentable square footage is not one hundred percent (100%) occupied during such an entire calendar year, including the Base Year, then the variable component of Direct Expenses and Direct Tax Expenses will be equitably adjusted so that the total amount of Direct Tax Expenses and Direct Expenses equals the amount which would have been paid or incurred by Landlord had the Building been one hundred percent (100%) occupied for the entire calendar year. The expiration or termination In no event will Landlord be entitled to receive from Tenant and the other tenants in the Building an aggregate amount in excess of this Lease shall not affect actual Direct Expenses and Direct Tax Expenses as a result of the obligations of Landlord and Tenant to be performed after such expiration or termination, pursuant to this Article 7foregoing provision.

Additional Rental. Tenant shall pay, as As additional rental hereunder (“Additional Rental”), Tenant's Percentage Lessee shall pay to Lessor, monthly in advance, Lessee’s Proportionate Share of: (i) the cost of Lessor’s insurance described in Section 4(b) above, (ii) real estate taxes described in Section 5, above, and (iii) Common Area Maintenance described in Section 6, above. Notwithstanding anything to the amountcontrary contained in this Lease, if any, by which Operating Lessee shall not be obligated to pay Controllable Expenses (as hereinafter defined) for in any calendar year which exceed $1,545,147.50 by more than five percent ($6.50/rentable 5%) the Controllable Expenses for the immediately preceding calendar year. “Controllable Expenses” means all Additional Rental except taxes, insurance and utilities. “Lessee’s Proportionate Share” means a fraction, the numerator of which is the square foot footage contained in the Premises, and the denominator of which is the square footage contained in the Building. Assuming Lessor’s measurement of the Buildings)Building and Premises set forth in the Witnesseth provision of this Lease are correct, Lessee’s Proportionate Share is 78.75%. The Additional Rental payable pursuant Prior to this paragraph shall be determined, and paid in accordance with the following procedures: (i) During commencement of each December calendar year of the Lease Termterm, or as soon thereafter as practicable, Landlord Lessor shall give Tenant Lessee written notice of its good faith estimate of the Additional Rental payable under this Article 7 for due from Lessee the ensuing calendar yearyear of the Lease term. On or before the first day of each calendar month during of the ensuing calendar year, Tenant Lessee shall pay to Landlord one-twelfth (1/12) Lessor 1/12th of such estimated amounts together with the Base Rentalamount, provided that provided, if such notice is not given in Decemberon or before the January rental payment is due, Tenant Lessee shall continue to pay such Additional Rental during the ensuing calendar year on the basis of the amounts payable during the calendar year just ended, prior year’s estimate until the month after such notice is given. . If at any time or times it appears to Lessor determines in good faith that its estimate of Additional Rental for the current year is understated by at least ten percent (ii10%), Lessor may, by written notice to Lessee, revise its estimate for such year, and subsequent payments of monthly installments of Additional Rental by Lessee shall be based upon such revised estimates. Within ninety (90) As soon as practicable days after the close end of each calendar year during of the Lease Termterm, Landlord or as soon after such ninety (90) day period as practicable, Lessor shall deliver to Tenant Lessee a statement of the adjustments to be made for the calendar year just ended. Such statement shall be final and binding upon Landlord and Tenant absent manifest error. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount that is less than the estimated payments actually made by Tenant for such calendar year, Landlord shall credit such excess to the next payments of Additional Rental and Base Rental coming dueRent payable under this paragraph for such year, certified by Lessor’s chief financial officer to be true and correct. If on the basis of such statement Tenant's Percentage Share shows that Lessee’s estimated payments for such year exceed the actual amount due, Lessor shall refund such excess payment to Lessee with delivery of the actual increase in Operating Expenses for statement of Additional Rental. If such calendar year is statement shows an amount greater owing by Lessee that is more than the estimated payments actually for such year previously made by TenantLessee, Tenant Lessee shall pay as Additional Rental the deficiency to Landlord Lessor within thirty fifteen (3015) days after delivery of the statement. (iii) If . In the event the Commencement Date or the expiration date of this Lease shall commence, expire or terminate fall on a day days other than the last day of a calendar yearJanuary 1 and December 31, the amount of respectively, Additional Rental payable during the first or final calendar year of the Lease Term, as the case may be, under this paragraph shall be prorated based calculated on a per diem basis for the actual number of days of the Lease Term during such term falling in the applicable calendar year. The expiration Lessee, at its expense, shall have the right at all reasonable times to audit Lessor’s books and records relating to items affecting Additional Rental for any calendar year during the Lease term; provided that Lessee’s right to audit shall expire within two (2) years after Lessor has furnished to Lessee its Statement for the applicable calendar year and the final audit right shall expire within ninety (90) days from the Lease Termination Date and, Lessee has not notified Lessor in writing of Lessee’s election to conduct an audit. If Lessee has timely exercised its option to conduct an audit, Lessee shall have a period of ninety (90) days in which to complete the audit, which ninety (90) day period shall only commence after Lessor has afforded Lessee full access to such documents (in a location within the Business Park) as are in Lessor’s possession or termination control and which are necessary to conduct the audit including, without limitation (to the extent within Lessor’s possession and control), work papers prepared by Lessor’s certified public accountants, canceled checks, invoices, and such other documents as may be reasonably required, all of this Lease which documents shall not affect be in accordance with generally accepted accounting standards. Lessor shall cooperate with Lessee as to facilitate the obligations performance of Landlord and Tenant to be performed after Lessee’s audit. In the event that it is ultimately determined that a refund of any Additional Rental paid by Lessee which exceeds five percent (5%) of the total so paid by Lessee for such expiration year (by agreement of the parties, by a final court determination, or terminationotherwise) that the actual Additional Rental for any year is less than the amount set forth in Lessor’s Statement, pursuant to this Article 7then Lessor shall reimburse Lessee for such overcharge within fifteen (15) days of receipt of notice thereof. If the overcharge is by an amount in excess of five percent (5%), Lessor shall also reimburse Lessee for the cost or fees paid by Lessee in connection with such audit.

Additional Rental. 1. Tenant shall pay, as further agrees to pay Additional Rental, Tenant's Percentage Share of the amountin monthly installments, if any, by which Operating Expenses (as hereinafter defined) for any calendar year exceed $1,545,147.50 ($6.50/rentable square foot of the Buildings). The Additional Rental payable pursuant to this paragraph shall be determined, and paid in accordance with the following procedures: (i) During each December of the Lease Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of its estimate of Additional Rental payable under this Article 7 for the ensuing calendar year. On or before on the first day of each month during of the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts together with the Base Rental, provided that if such notice is not given in December, Tenant shall continue to pay such Additional Rental during the ensuing calendar year Term commencing on the basis first day of the amounts payable during the calendar year just ended, until the month after such notice is given. (ii) As soon as practicable after the close of each calendar year during the Lease Term, Landlord shall deliver to Tenant a statement of the adjustments to be made for following the calendar year just ended. Such statement shall be final and binding upon Landlord and Tenant absent manifest error. set forth in Paragraph 1E. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount that is less than the estimated payments actually made by Tenant for such calendar year, Landlord shall credit such excess to the next payments of Additional Rental and Base Rental coming due. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount greater that the estimated payments actually made by Tenant, Tenant shall pay as Additional Rental the deficiency to Landlord within thirty (30) days after delivery of the statement. (iii) If this Lease shall commence, expire or terminate Term ends on a day other than the last day of a calendar yearmonth, then, upon the amount first day of the last calendar month of the Term, Tenant will pay Landlord a portion of Additional Rental for such fractional month prorated based on a 30-day month. 2. Additional Rental will be paid by Tenant to Landlord, without notice and without deduction or offset, in lawful money of the United States of America, at the Building office or to such other person and/or at such other place as Landlord may from time to time designate in a notice to Tenant. 3. Landlord will try to give Tenant advance notice of Additional Rental payable by Tenant, but failure by Landlord to give advance notice is not a waiver by Landlord of its right to receive from Tenant any Additional Rental. In addition, Landlord may, but is not required to, at or after the start of the calendar year following the calendar year set forth in Paragraph 1E, notify Tenant of Landlord's estimate of Tenant's liability for Additional Rental for the ensuing year, which amount will be divided into twelve (12) equal portions and added to the monthly payments of rent required to be made by Tenant in such year. If Tenant's actual payment of Additional Rental is finally determined by Landlord to be greater or less than the total amounts actually paid by Tenant pursuant to this paragraph during the first applicable year ("Landlord's Statement"), a credit or final calendar year of the Lease Termpayment will be made by Landlord or Tenant, as whichever the case may be, within the thirty (30) days following the issuance of Landlord's Statement. Upon written request by Tenant within thirty (30) days of issuance of Landlord's Statement, Landlord will make its prior year records pertaining to Direct Expenses available to Tenant to allow Tenant, at its sole cost and expense, to verify their accuracy. Absent such request, Landlord's Statement shall be prorated based final as to such year. 4. Direct Expenses include all costs of operation and maintenance of the Building as determined by Landlord including, but not limited to, the following costs by way of illustration only: premiums for property, casualty, liability, rent interruption or any other insurance carried by Landlord; salaries, wages and other amounts paid or payable for personnel including the Building manager, superintendent, operation and maintenance staff, and other employees of Landlord involved in the maintenance, management and operation of the Building, including contributions and premiums towards fringe benefits, unemployment, disability insurance, worker's compensation insurance, pension plan contributions and similar premiums and contributions and the total charges of any independent contractors or property managers engaged in the operation, repair, care, maintenance and cleaning of any portion of the Building; fair market rental and other costs with respect to Building Management office; costs of accounting services incurred in the preparation of statements and financial reports, audit fees; cleaning expenses, including without limitation janitorial services, window cleaning and garbage and refuse removal; landscaping expenses, including without limitation irrigating, trimming, fertilizing, replacing plants and floral arrangements; heating, plumbing, mechanical, elevator, sprinklers, fire/life safety systems, security and energy management systems and steam/utilities expenses, including fuel, gas, electricity, water, sewer, telephone, advertising, public relations, tenant relations and activities and other services, maintaining, operating and repairing components of any equipment or machinery used in connection with the Building, and the rental of same or any office or other equipment for the management of the Building; any other items of repair and maintenance of the Building; cost of policing, security and supervision of the Building; audit and accounting fees; any capital improvements (or amortization thereof) (i) made primarily to reduce Direct Expenses or to comply with governmental requirements, (ii) for replacements (as opposed to additions or new improvements) of nonstructural items located in the common areas of the Property required to keep such areas in good condition or (iii) expenditures that are consistent with Direct Expenses as defined above, although the benefits of the expenditures survive the current year; payments under any easement, operating agreement, declaration, restrictive covenant or instrument pertaining to sharing of costs in a planned development; fee for administration and management of the building as determined by Landlord. Direct Expenses do not include depreciation on the actual number of days Building loan payments, real estate brokerage commissions, and costs directly attributed to one tenant and not to other tenants of the Lease Building generally. Permitted capital improvements and repairs may be amortized in the Landlord's reasonable discretion over: (i) their useful lives, (ii) the period during which capital improvements reduce Direct Expenses or (iii) three (3) years. Landlord may allocate costs of operation and maintenance between the building where the Premises are located and other properties owned by landlord or its affiliates and under common management, as determined by landlord in the exercise of its reasonable discretion. Similarly, Landlord may make other allocations of Direct Expenses in accordance with sound management and accounting principles. 5. Direct Tax Expenses include all real property taxes and annual installments of real estate assessments on the Building; personal property taxes on personal property of Landlord used in the operation or maintenance of the Building; supplemental assessments that may result from changes in ownership or from the completion of new construction; escape assessments; taxes on the gross or net rental income of Landlord derived from the Building (excluding, however, state and federal personal or corporate income taxes measured by the income of Landlord from all sources); impositions created to pay for or supplement the cost of governmental services that the Building or its tenants may use; transit or transportation charges; housing subsidies and/or housing fund assessments; possessory interest taxes; business or license taxes or fees; job training subsidies and/or assessments; open space charges; excises; business or other license or use fees; and the reasonable costs of contesting by appropriate proceedings the amount or validity of any of the foregoing. If, during the Term of this Lease, the present real property tax is wholly or partly replaced or supplemented by another form of tax, there will be included within the definition of Direct Tax Expenses any such tax, levy, or assessment (other than federal, state, or city and county net income taxes or estate, gift, or other similar taxes) that, whether or not now customary or within the contemplation of the parties to this Lease, may be charged to Landlord and is by way of example and not limitation (i) levied upon, allocable to, or measured by the Rent payable hereunder; (ii) levied upon the business of owning and operating rental properties to the extent such tax is applicable to the Premises; (iii) levied upon or with respect to the possession, leasing, operation, management, or occupancy by Tenant of the Premises or any portion thereof, or (iv) levied upon or measured by the value of Tenant's personal property or leasehold improvements. Direct Tax Expenses also include all expenses incurred, including attorneys' and consultants' fees, in seeking a reassessment, reduction of, or limit on the increase in any Direct Tax Expenses, whether or not successful. Property taxes for any calendar year shall include property taxes which are due for payment as well as those paid in such year. 6. If the Building rentable square footage is not one hundred percent (100%) occupied during such an entire calendar year, including the Base Year, then the variable component of Direct Expenses and Direct Tax Expenses will be equitably adjusted so that the total amount of Direct Tax Expenses and Direct Expenses equals the amount which would have been paid or incurred by Landlord had the Building been one hundred percent (100%) occupied for the entire calendar year. The expiration or termination In no event will Landlord be entitled to receive from Tenant and the other tenants in the Building an aggregate amount in excess of this Lease shall not affect actual Direct Expenses and Direct Tax Expenses as a result of the obligations of Landlord and Tenant to be performed after such expiration or termination, pursuant to this Article 7foregoing provision.

Additional Rental. Tenant shall pay(a) For purposes of this Lease, as "Tenant's Forecast Additional Rental" means Landlord's reasonable estimate of Tenant's Additional Rental, Tenantincluding payment of Landlord's Percentage Share Operating Expenses as defined in Section 7 for the initial period of the amount, if any, by which Operating Expenses (as hereinafter defined) for any Lease Term from the Rent Commencement Date until the end of the first calendar year exceed $1,545,147.50 ($6.50/rentable square foot of the Buildings). The Additional Rental payable pursuant to this paragraph shall be determined, and paid in accordance with the following procedures: (i) During each December of the Lease Term, and all subsequent calendar years or as soon thereafter as practicableportions thereof occurring during the balance of the Lease Term. If at any time it appears to Landlord that Tenant's Additional Rental for the current calendar year will vary plus or minus five percent (5%) from Landlord's estimate, Landlord shall give Tenant written notice of have the right to revise its estimate for such year by notice to Tenant and subsequent payments by Tenant for such year shall be based upon such revised estimate. Failure to make such a revision shall not prejudice Landlord's right to collect the full amount of Tenant's Additional Rental payable under this Article 7 for Rental. Forty-five (45) days) prior to the ensuing calendar year. On or before Rent Commencement Date and thereafter prior to the first day of each month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts together with the Base Rental, provided that if such notice is not given in December, Tenant shall continue to pay such Additional Rental during the ensuing calendar year on the basis of the amounts payable during the calendar year just ended, until the month after such notice is given. (ii) As soon as practicable after the close beginning of each calendar year during the Lease Term, including any extensions thereof, Landlord shall deliver present to Tenant a statement of the adjustments to be made for the calendar year just ended. Such statement shall be final and binding upon Landlord and Tenant absent manifest error. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount that is less than the estimated payments actually made by Tenant Forecast Additional Rental for such calendar year; provided, Landlord shall credit however, that if such excess statement is not given prior to the beginning of any calendar year, Tenant shall continue to pay during the next payments ensuing calendar year on the same basis as in the prior calendar year until the month after such statement is delivered to Tenant. Commencing with the first day of the calendar month following the month in which the Tenant's Forecast Additional Rental and Base Rental coming due. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount greater that the estimated payments actually made by was delivered to Tenant, Tenant shall pay as Tenant's Forecast Additional Rental the deficiency (less amounts, if any, previously paid toward such excess for such year) to Landlord within thirty (30) days after delivery in equal monthly installments over the remainder of such calendar year in advance on the statement. (iii) If this Lease shall commence, expire or terminate on a day other than the last first day of a calendar year, the amount of Additional Rental payable during the first or final calendar year of the Lease Term, as the case may be, shall be prorated based on the actual number of days of the Lease Term during such calendar year. The expiration or termination of this Lease shall not affect the obligations of Landlord and Tenant to be performed after such expiration or termination, pursuant to this Article 7each month.

Additional Rental. Tenant shall pay(a) For purposes of this Lease, as “Tenant’s Forecast Additional Rental, ” means Landlord’s reasonable estimate of Tenant's Percentage Share ’s Operating Expense Rental for the initial period of the amount, if any, by which Operating Expenses (as hereinafter defined) for any Lease Term from the Lease Commencement Date until the end of the first calendar year exceed $1,545,147.50 ($6.50/rentable square foot of the Buildings). The Additional Rental payable pursuant to this paragraph shall be determined, and paid in accordance with the following procedures: (i) During each December of the Lease Term, and for all subsequent calendar years or as soon thereafter as practicableportions thereof occurring during the balance of the Lease Term. If at any time it reasonably appears to Landlord that Tenant’s Operating Expense Rental for the current calendar year will vary from Landlord’s estimate, Landlord shall give Tenant written notice of have the right to revise its estimate of Additional Rental payable under this Article 7 for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year, such year by notice to Tenant and subsequent payments by Tenant for such year shall pay to Landlord one-twelfth (1/12) of be based upon such estimated amounts together with the Base Rentalrevised estimate, provided that if Landlord shall not make any such notice is adjustment more than two (2) times in any twelve (12) month period. Failure to make such a revision shall not given in December, Tenant shall continue prejudice Landlord’s right to pay such Additional Rental during collect the ensuing calendar year on full amount of Tenant’s Operating Expense Rental. Prior to the basis of Lease Commencement Date and thereafter prior to the amounts payable during the calendar year just ended, until the month after such notice is given. (ii) As soon as practicable after the close beginning of each calendar year during the Lease Term, including any extensions thereof, Landlord shall deliver present to Tenant a statement of the adjustments to be made for the calendar year just ended. Such statement shall be final and binding upon Landlord and Tenant absent manifest error. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount that is less than the estimated payments actually made by Tenant ’s Forecast Additional Rental for such calendar year; provided, Landlord shall credit however, that if such excess statement is not given prior to the next payments beginning of Additional Rental and Base Rental coming due. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such any calendar year is an amount greater that the estimated payments actually made by Tenantyear, Tenant shall continue to pay during the next ensuing calendar year on the same basis as Additional Rental in the deficiency prior calendar year until the month after such statement is delivered to Landlord within Tenant. Commencing with the first day of the calendar month following thirty (30) days after delivery the date in which the Tenant’s Forecast Additional Rental was delivered to Tenant, Tenant shall pay Tenant’s Forecast Additional Rental (less amounts, if any, previously paid toward such excess for such year) to Landlord in equal monthly installments over the remainder of such calendar year in advance on the statement. (iii) If this Lease shall commence, expire or terminate on a day other than the last first day of a calendar year, the amount of Additional Rental payable during the first or final calendar year of the Lease Term, as the case may be, shall be prorated based on the actual number of days of the Lease Term during such calendar year. The expiration or termination of this Lease shall not affect the obligations of Landlord and Tenant to be performed after such expiration or termination, pursuant to this Article 7each month.

Additional Rental. Tenant shall pay, as Additional Rental, Tenant's ----------------- Percentage Share of the amount, if any, by which Operating Expenses (as hereinafter defined) for any calendar year exceed $1,545,147.50 ($6.50/rentable square foot of the Buildings). The Additional Rental payable pursuant to this paragraph shall be determined, and paid in accordance with the following procedures: (i) During each December of the Lease Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of its estimate of Additional Rental payable under this Article 7 for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts together with the Base Rental, provided that if such notice is not given in December, Tenant shall continue to pay such Additional Rental during the ensuing calendar year on the basis of the amounts payable during the calendar year just ended, until the month after such notice is given. (ii) As soon as practicable after the close of each calendar year during the Lease Term, Landlord shall deliver to Tenant a statement of the adjustments to be made for the calendar year just ended. Such statement shall be final and binding upon Landlord and Tenant absent manifest error. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount that is less than the estimated payments actually made by Tenant for such calendar year, Landlord shall credit such excess to the next payments of Additional Rental and Base Rental coming due. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount greater that the estimated payments actually made by Tenant, Tenant shall pay as Additional Rental the deficiency to Landlord within thirty (30) days after delivery of the statement. (iii) If this Lease shall commence, expire or terminate on a day other than the last day of a calendar year, the amount of Additional Rental payable during the first or final calendar year of the Lease Term, as the case may be, shall be prorated based on the actual number of days of the Lease Term during such calendar year. The expiration or termination of this Lease shall not affect the obligations of Landlord and Tenant to be performed after such expiration or termination, pursuant to this Article 7.

Additional Rental. In addition to the Base Rental required to be paid by Tenant to Landlord pursuant to the provisions hereof, Tenant shall pay, as Additional Rental, Tenant's Percentage Share of the amount, if any, by which Operating Expenses (as hereinafter defined) for any calendar year exceed $1,545,147.50 ($6.50/rentable square foot of the Buildings). The also pay Landlord Additional Rental payable pursuant during the Lease Term and any extensions or renewals thereof, at Landlord’s address provided herein (or at such other address as may be designated by Landlord in writing from time to this paragraph shall be determinedtime), and paid without any demand, setoff or deduction whatsoever, calculated and payable in accordance with the following proceduresprovisions: (ia) During each December of the Lease TermLandlord may collect such Additional Rental, or as soon thereafter as practicableany portion thereof, monthly, in advance, based upon an estimate, and/or in arrears on a yearly basis. In the event Landlord shall give Tenant written notice of its estimate of elects to collect the Additional Rental payable under this Article 7 for the ensuing calendar year. On or before the first day of each month during the ensuing calendar yearany portion thereof in arrears, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts together with the Base Rental, provided that if such notice is not given in December, Tenant shall continue to pay such Additional Rental during the ensuing calendar year on the basis of the amounts payable during the calendar year just ended, until the month after such notice is given. (ii) As soon as practicable after the close of each calendar year during the Lease Term, Landlord shall deliver to Tenant a statement of the adjustments to be made for the calendar year just ended. Such statement shall be final and binding upon Landlord and Tenant absent manifest error. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount that is less than the estimated payments actually made by Tenant for such calendar year, Landlord shall credit such excess to the next payments of Additional Rental and Base Rental coming due. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount greater that the estimated payments actually made by Tenant, Tenant shall pay as Additional Rental the deficiency to Landlord within thirty (30) days after delivery the date Tenant receives a statement from Landlord. Landlord shall also have the option to make an estimate of the statementAdditional Rental for each upcoming calendar year, or portion thereof in the event of a partial calendar year, and upon written notice to Tenant, may require that Tenant pay Landlord Additional Rental based upon such estimates at the same time and on the same date that the monthly installments of Base Rental are due hereunder, in which event, Tenant will begin paying the Additional Rental with the next installment of Base Rental due after receipt of Landlord’s notice, and will continue paying such increase until Landlord revises Landlord’s estimate. In the event that Landlord delivers notice of the estimate to Tenant for any calendar year after the particular calendar year has already commenced, then Landlord shall also be entitled to require Tenant to pay concurrently with the next installment of Base Rental due under the Lease the amount by which (i) the product of one-twelfth (1/12th) of the amount of the estimated Additional Rental for such calendar year times the number of calendar months in such year which have already wholly or partially expired, exceeds (ii) the Additional Rental which has previously been paid by Tenant with respect to such calendar year. At any time and from time to time during the Lease Term, Landlord will have the right by written notice to Tenant (which notice shall include an explanation as to the justification for such adjustment), to change the amount of the monthly Additional Rental payable by Tenant hereunder to reflect more accurately, in the reasonable judgment of Landlord, any change in Landlord’s estimate of the actual Additional Rental, such change to be effective with the next installment of Base Rental due after receipt by Tenant of Landlord’s written notice. Any amounts paid based on Landlord’s estimate of the Additional Rental shall be subject to adjustment pursuant to Section 3.3(b) hereof when actual Basic Costs and Energy Costs are available for each calendar year. (iiib) By April 1 of each calendar year during Tenant’s occupancy, or as soon thereafter as is reasonably practical, Landlord shall furnish to Tenant a statement of Landlord’s calculation of Additional Rental for the previous calendar year. If for any calendar year Additional Rental collected for the prior year, as a result of Landlord’s estimate of Basic Costs or Energy Costs, is in excess of the Additional Rental actually due during such prior year, then Landlord shall refund to Tenant any overpayment within thirty (30) days following the date Landlord delivers such statement to Tenant. Likewise, subject to Tenant’s rights under Section 3.3(c) below, Tenant shall pay to Landlord, within thirty (30) days following receipt of such statement, any underpayment of Additional Rental with respect to the prior year. (c) Tenant, at its expense, shall have the right no more frequently than once per calendar year, following prior written notice to Landlord, to review Landlord’s books and records relating to Additional Rental. Such request by Tenant must be made within forty five (45) days after receipt of Landlord’s annual statement regarding Additional Rental. Tenant is entitled to object to Landlord’s calculation of Tenant’s Proportionate Share of Excess Basic Costs and/or Energy Costs by sending notice specifying such objection and the reasons therefor to Landlord no later than thirty (30) days after Landlord makes such books and records available for examination. If Tenant objects to any portion of Landlord’s annual statement regarding Additional Rental, Landlord shall refer the matter to an independent certified public accountant, whose certification as to the proper amount shall be final and conclusive as between Landlord and Tenant. Tenant shall promptly pay the cost of such certification unless such certification determines that the annual statement or any separate statement was in error to Tenant’s detriment. Tenant shall have no right to review such books and records following the expiration of such forty (45) day period. Pending resolution of any Tenant objection to the annual statement, Tenant shall continue paying Additional Rent in the amounts determined by Landlord, subject to adjustment after any such objections are so resolved. (d) Notwithstanding any provision contained herein to the contrary, if less than ninety five percent (95%) of the Net Rentable Area of the Building is occupied during any calendar year of the Lease Term, Additional Rental for purposes of Section 3.3(a) and 3.3(b) hereof shall be increased to the extent necessary to reflect the charges which would have been incurred if ninety five percent (95%) of the Net Rentable Area of the Building had been occupied during such year. (e) If this the term of the Lease shall commence, expire or terminate commences on a date other than the first day of a calendar year, or ends on a date other than the last day of a calendar year, the amount of Additional Rental payable then during the first or final and/or last calendar year years of the Lease Term, as appropriate, Basic Costs and the case may be, Basic Costs Base Rate shall be prorated based on the actual basis of the number of days elapsing during such year to reflect the portion of the Basic Costs and the Basic Costs Base Rate which is allocable to the portion of such first or last year which is included within the Lease Term during such calendar year. The expiration or termination of this Lease shall not affect the obligations of Landlord and Tenant to be performed after such expiration or termination, pursuant to this Article 7Term.

Additional Rental. Tenant shall pay, as Additional Rental, Tenant's Percentage Share of the amount, if any, by which Operating Expenses (the number of square feet contained in the Rentable area of the Premises under this Lease multiplied by $6.25 per square foot is less than Tenant's Percentage Share, as hereinafter defined) , of the Operating Expenses, as hereinafter defined, for any calendar year exceed $1,545,147.50 ($6.50/rentable square foot "Tenant's Percentage Share" of the Buildings)Operating Expenses shall be an amount determined by multiplying the total Operating Expenses of the Eastside Physicians Center for the year by a fraction, the numerator of which shall be the Rentable Area of the Premises and the denominator of which shall be the average of all rentable areas occupied by all rent paying tenants in the Building for the year. The Additional Rental payable pursuant to this paragraph shall be determined, and paid in accordance with the following procedures: (i) During each December of the Lease Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of its estimate of Additional Rental payable under this Article 7 paragraph for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts together with the Base Rental, provided that if such notice is not given in December, Tenant shall continue to pay such Additional Rental during the ensuing calendar year on the basis of the amounts payable during the calendar year just ended, until the month after such notice is given. (ii) As soon as practicable after the close of each calendar year during the Lease Term, Landlord shall deliver to Tenant a statement of the adjustments to be made for the calendar year just ended. Such statement shall be final and binding upon Landlord and Tenant absent manifest error. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is Tenant owes an amount that is less than the estimated payments actually for the calendar year just ended previously made by Tenant for such calendar yearTenant, Landlord shall credit such excess to the next payments of Additional Rental and Base Rental rental coming due. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount greater that the estimated payments actually made by Tenant, Tenant shall pay as Additional Rental the deficiency to Landlord within thirty (30) days after delivery of the statement. (iii) If this Lease shall commence, expire or terminate on a day other than the last day of a calendar year, the amount of Additional Rental payable during the first or final calendar year of the Lease Term, as the case may be, shall be prorated based on the actual number of days of the Lease Term during such calendar yearprorated. The expiration or termination of this Lease shall not affect the obligations of Landlord and Tenant to be performed after such expiration or termination, pursuant to this Article 7paragraph 4.

Additional Rental. Tenant shall pay, as Additional Rental, Tenant's Percentage Share (a) Subject to the terms of the amount, if any, by which Operating Expenses (as hereinafter defined) for any calendar year exceed $1,545,147.50 ($6.50/rentable square foot of the Buildings). The Additional Rental payable pursuant to this paragraph shall be determined, and paid in accordance with the following procedures: (i) During each December of the Lease Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of its estimate of Additional Rental payable under this Article 7 for 8, from and after the ensuing calendar year. On or before the first day of each month during the ensuing calendar yearRental Commencement Date, Tenant shall pay to Landlord one-twelfth "Tenant's Forecast Additional Rental" (1/12as defined in subparagraph (b) hereinbelow) and "Tenant's Additional Rental" (as defined in subparagraph (c) hereinbelow). Payments of such estimated amounts together with the Base Rental, provided that if such notice is not given in December, Tenant shall continue to pay such Tenant's Forecast Additional Rental during the ensuing calendar year on the basis of the amounts payable during the calendar year just ended, until the month after such notice is givenshall be made as set forth in Article 5(a). (iib) As soon as practicable after For purposes of this Lease, "Tenant's Forecast Additional Rental" shall mean Landlord's reasonable estimate of Tenant's Additional Rental for the close coming calendar year or portion thereof. If at any time it appears to Landlord that Tenant's Additional Rental for the current calendar year will vary from Landlord's estimate by more than five percent (5%), Landlord shall have the right to revise, by notice to Tenant, its estimate for such year, and subsequent payments by Tenant for such year shall be based upon such revised estimate of Tenant's Additional Rental. Failure to make a revision contemplated by the immediately preceding sentence shall not prejudice Landlord's right to collect the full amount of Tenant's Additional Rental. Prior to the Rental Commencement Date and thereafter prior to the beginning of each calendar year during the Lease Term, including any extensions thereof, Landlord shall deliver present to Tenant a statement of Tenant's Forecast Additional Rental for such calendar year; provided, however, that if such statement is not given prior to the adjustments to be made for the beginning of any calendar year just ended. Such statement as aforesaid, Tenant shall be final and binding upon Landlord and Tenant absent manifest error. If continue to pay during the next ensuing calendar year on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount that is less than the estimated payments actually made by Tenant for such calendar year, Landlord shall credit such excess to the next payments of Additional Rental and Base Rental coming due. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount greater that the estimated payments actually made by Tenant, Tenant shall pay as Additional Rental the deficiency to Landlord within thirty (30) days after delivery of the statement. (iii) If this Lease shall commence, expire or terminate on a day other than the last day of a calendar year, the amount of Tenant's Forecast Additional Rental payable during the first or final calendar year of just ended until the Lease Term, as the case may be, shall be prorated based on the actual number of days of the Lease Term during such calendar year. The expiration or termination of this Lease shall not affect the obligations of Landlord and Tenant to be performed month after such expiration or termination, pursuant statement is delivered to this Article 7Tenant.

Additional Rental. Tenant shall payGross Leasable Area of the Shopping Centre is 95,343 Square Feet An additional monthly charge commencing on April 1st, as 2006, (herein called Additional Rental) TWO DOLLARS AND FOUR CENTS ($2.04) PER RENTABLE SQUARE FOOT which with the approximate rentable square feet outlined in Section 1.01 equals SIX THOUSAND NINE HUNDRED SEVENTY THREE AND 23/100 DOLLARS ($6,973.23) per calendar month payable in advance to cover the following costs, Tenant's Percentage Share including without limitation to: a) Maintenance, cleaning, snow removal and lighting of the amountParking lot; b) Maintenance, if anycleaning, by which Operating Expenses (as hereinafter defined) for any calendar year exceed $1,545,147.50 ($6.50/rentable square foot heating and air-conditioning of the Buildingsenclosed Mall; c) Administration; d) Pest Control (in accordance with Section 21.09 of this Lease). ; e) General and preventive maintenance on all heating, ventilation and air conditioning (HVAC) units supporting the Leased Premises, but not replacement; The Additional Rental payable pursuant to this paragraph shall be determined, and paid in accordance with is based on the following procedures: (i) During each December of the Lease Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of its estimate of Additional Rental payable under this Article 7 actual expenses for the ensuing calendar yearyear immediately preceding the Commencement Date of this Lease. On or before the The Tenant agrees that on each succeeding first day of each month during the ensuing calendar yearJanuary thereafter, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts together with the Base Rental, provided that if such notice is not given in December, Tenant shall continue to pay such Additional Rental during the ensuing calendar year on the basis of the amounts payable during the calendar year just ended, until the month after such notice is given. (ii) As soon as practicable after the close of each calendar year during the Lease Term, Landlord shall deliver to Tenant a statement of the adjustments to be made for the calendar year just ended. Such statement this amount shall be final and binding upon Landlord and Tenant absent manifest error. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount that is less than the estimated payments actually made by Tenant for such calendar year, Landlord shall credit such excess to the next payments of Additional Rental and Base Rental coming due. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount greater that the estimated payments actually made by Tenant, Tenant shall pay as Additional Rental the deficiency to Landlord within thirty (30) days after delivery of the statement. (iii) If this Lease shall commence, expire increased or terminate on a day other than the last day of a calendar year, the amount of Additional Rental payable during the first or final calendar year of the Lease Termdecreased, as the case may be, for the year immediately following, by an amount proportional to the increase or decrease of the actual expenses over the said first day of January. Notwithstanding the foregoing, should any Taxing Authority decree that the Landlord must pay a certain tax normally paid by the Tenant, or should the method of collection of certain taxes be altered from the previous Taxation Year to render the Landlord responsible rather than the Tenant, or should the system of real estate taxation shall be prorated based altered or varied from the previous Taxation Year and any one tax, assessment or other levy shall be levied or imposed on the actual number of days of Shopping Center or the Lease Term during such calendar year. The expiration revenues therefrom or termination of this Lease the Landlord in substitution for and/or in addition to any Taxes presently levied or imposed, then the Tenant shall not affect reimburse the obligations of Landlord and Tenant to be performed after such expiration or termination, pursuant to this Article 7for any sum claimed from the Landlord by the Taxing Authority.

Additional Rental. (a) Tenant shall pay, also pay to Landlord as Additional RentalRent an amount equal to One Hundred (100%) percent of any and all real estate taxes assessed against the Demised Premises and which are due and payable during the Lease Term ("Real Estate Taxes"), Tenant's Percentage Share or any tax levied against the Demised Premises and payable during the Lease Term which is in substitution or in lieu of Real Estate Taxes which pertain solely to the amount, if any, Demised Premises ("Additional Rent"). In the event Real Estate Taxes are abated during the Lease Term which result in Real Estate Taxes below the amount paid by which Operating Expenses (as hereinafter defined) Tenant hereunder for any calendar year exceed $1,545,147.50 ($6.50/rentable square foot of tax period, the Buildings). The Additional Rental payable pursuant to this paragraph abatement shall be determined, and paid in accordance with the following procedures: either (i) During each December of the Lease Term, or as soon thereafter as practicable, Landlord shall give be credited to Tenant written notice of its estimate of Additional Rental payable under this Article 7 for the ensuing calendar year. On next applicable tax period or before the first day of each month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts together with the Base Rental, provided that if such notice is not given in December, Tenant shall continue to pay such Additional Rental during the ensuing calendar year on the basis of the amounts payable during the calendar year just ended, until the month after such notice is given. (ii) As soon as practicable after to the close of each calendar year during the Lease Termextent no Additional Rent is subject to such reduction, Landlord shall deliver be returned to Tenant a statement of at the adjustments to time such Additional Rent would be made for the calendar year just endedpayable. Such statement Additional Rent shall be final and binding upon Landlord and Tenant absent manifest error. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount that is less than the estimated payments actually made payable by Tenant for such calendar year, Landlord shall credit such excess directly to the next payments applicable taxing authority prior to delinquency. Such Additional Rent shall be pro rated for any portion of Additional Rental and Base Rental coming due. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount greater that the estimated payments actually made by Tenant, Tenant shall pay as Additional Rental the deficiency to Landlord within thirty (30) days after delivery of the statement. (iii) If this Lease shall commence, expire or terminate on a day other than the last day of a calendar year, the amount of Additional Rental payable during the first or final calendar last year of the Lease Term, as during which Tenant shall occupy the case may be, shall be prorated based on the actual number of days of the Lease Term during such calendar Demised Premises for less than a full fiscal tax year. The expiration terms "Rent" or termination of "Rents" as used throughout this Lease shall collectively refer to Minimum Basic Rent and Additional Rent. (b) Tenant shall also pay and be responsible for all costs and expenses actually incurred by Tenant with respect to the Demised Premises including but not affect limited to the obligations following: electricity, gas, water, sewerage, striping, lighting, patching and resurfacing of Landlord parking areas, window cleaning, building supplies, snow removal, rubbish removal, and all other expenses customarily incurred in connection with the operation and maintenance of similar buildings in the Metropolitan Boston area. Tenant to be performed after shall contract directly with such expiration or termination, pursuant to this Article 7service providers and vendors.

Additional Rental. (a) Additional Rental shall include Tenant's Proportionate Share of Excess Operating Expenses for a particular Lease Year or portion thereof which Tenant shall pay, pay Landlord as Additional Rental, Tenant's Percentage Share of the amount, if any, by which Operating Expenses (as hereinafter defined) for any calendar year exceed $1,545,147.50 ($6.50/rentable square foot of the Buildings). The Additional Rental payable pursuant to this paragraph shall be determined, and paid in accordance with the following proceduresfollows: (i) During For the first Lease Year during the term of this Lease, Tenant shall pay to Landlord each December of the Lease Termmonth, or as soon thereafter as practicable, Landlord shall give Tenant written notice of its estimate of Additional Rental payable under this Article 7 for the ensuing calendar year. On or before on the first day of each month during following the ensuing calendar yearCommencement Date of Lease, in lawful money of the United States of America, an amount equal to Landlord's estimate of Tenant's Proportionate Share of Excess Operating Expenses for the Lease Year divided by the number of months remaining in such Lease Year; and for each Lease Year thereafter Tenant shall pay to Landlord each month, on the first day of each month following the Commencement Date of Lease, in lawful money of the United States of America, an amount equal to one-twelfth (1/12) of such the then estimated amounts together with the Base Rental, provided that if such notice is not given in December, Tenant shall continue to pay such Additional Rental during the ensuing calendar year on the basis Tenant's Proportionate Share of the amounts payable during the calendar year just ended, until the month after such notice is givenExcess Operating Expenses. (ii) As Operating Expenses for each Lease Year shall be estimated by Landlord, from which Landlord shall estimate Tenant's Proportionate Share of Excess Operating Expenses, and written notice of such estimate of Tenant's Proportionate Share of Excess Operating Expenses shall be given to Tenant as soon as practicable reasonably possible on or before the beginning of each Lease Year. (iii) If Operating Expenses increase during a Lease Year, Landlord may revise its estimate of Tenant's Proportionate Share of Excess Operating Expenses during such year by giving Tenant written notice to that effect, and thereafter Tenant shall pay to Landlord, in each of the remaining months of such Lease Year, the increased Tenant's Proportionate Share of Excess Operating Expenses divided by the number of months remaining in such year. (iv) Within one hundred twenty (120) days after the close end of each calendar year during the Lease TermYear, Landlord shall prepare and deliver to Tenant a statement showing the actual amount of the adjustments to be made for the calendar year just ended. Such statement shall be final and binding upon Landlord and Tenant absent manifest errorTenant's Proportionate Share of Excess Operating Expenses. If on the basis actual amount of such statement Tenant's Percentage Proportionate Share of Excess Operating Expenses incurred in respect of any Lease Year exceeds the actual increase in estimate of Tenant's Estimated Proportionate Share of Excess Operating Expenses for such calendar year is an Lease Year, then Tenant shall pay to Landlord the amount that of such difference within twenty (20) days following receipt of notice from Landlord setting forth the actual amount of Tenant's Proportionate Share of Excess Operating Expenses in respect of such Lease Year. If the actual amount of Tenant's Proportionate Share of Excess Operating Expenses in respect of any Lease Year is less than the estimated payments actually made by Tenant for such calendar year, Landlord shall credit such excess to the next payments estimate of Additional Rental and Base Rental coming due. If on the basis of such statement Tenant's Percentage Proportionate Share of the actual increase in Excess Operating Expenses for such Lease Year, then, provided that Tenant is not then in default in the performance of its obligations under the Lease, Landlord shall refund to Tenant such difference promptly following its determination. If the last Lease Year is a fractional calendar year is an amount greater year, then Landlord shall adjust the Proportionate Share of Excess Operating Expenses to reflect the number of months (including fractional months) in such fractional Lease Year, as appropriate to reflect any proration of Operating Expenses. (v) Any delay by Landlord in delivering any estimate or statement pursuant to this Section shall not relieve Tenant of its obligations pursuant to this Section, except that Tenant shall not be obligated to make any payments based on such estimate or statement until thirty (30) days after receipt of such estimate or statement. (b) Additional Rental shall also include, and Tenant shall pay as Additional Rental, a reasonable charge determined by Landlord for any services required to be provided by Landlord by reason of any use by Tenant of any services in excess of services customarily provided by Landlord to all other tenants in the estimated payments actually Building or by reason of any use of the Premises by Tenant at any time other than Normal Business Hours. Tenant shall pay for any additional or unusual janitorial services required by reason of Tenant's use of the Premises or by reason of improvements in the Premises other than Building Standard Improvements and any repairs required to be made to the Building due to the unusual use of the Building by Tenant or its agents or invitees within thirty (30) days of being billed by Landlord. If improvements in the Premises other than Building Standard Improvements or Tenant's use or the conduct of business on the Premises or in the Building, whether or not with Landlord's consent and whether or not otherwise permitted by this Lease, results in any increase in ad valorem taxes (not separately assessed) or in premiums for the fire and liability insurance or any other insurance coverage carried by Landlord with respect to the Building or its contents, Tenant shall pay as Additional Rental the deficiency any such increase in taxes or premiums (as reasonably allocated by Landlord) within ten (10) days after being billed by Landlord. (c) Provided that Tenant is not default under this Lease and submits written notice to Landlord no later than sixty (60) days following the furnishing to Tenant of the statement described in Subsection (iv) above, Tenant or its representative shall have the right to examine Landlord's accounting records pertaining to that statement within a reasonable period after the giving of such notice and during normal business hours at the place or places where such records are normally kept. Tenant may take exception to matters included in Operating Expenses, or Landlord's computation of any component thereof, by sending notice specifying such exception and the reasons therefore to Landlord no later than thirty (30) days after delivery Landlord makes such records available for examination. Tenant shall pay the costs for such examination unless it is subsequently determined that Landlord's original statement was in error to Tenant's disadvantage by more than five percent (5%) of the statement. (iii) If this Lease Excess Operating Expenses allocable to Tenant as Tenant's Proportionate Share, in which event Landlord shall commence, expire reimburse Tenant for its reasonable out-of-pocket costs incurred in performing the inspection. Any amounts which are determined to have been underpaid by Tenant shall be promptly remitted by Tenant to Landlord and any amounts overpaid by Tenant shall be credited against the Base Rental next owed by Tenant or terminate on a day other than promptly reimbursed to Tenant at the last day of a calendar year, the amount of Additional Rental payable during the first or final calendar year end of the Lease Term, as the case may be, shall be prorated based on the actual number of days of the Lease Term during such calendar year. The expiration or termination of this Lease shall not affect the obligations of Landlord and Tenant to be performed after such expiration or termination, pursuant to this Article 7.

Additional Rental. (a) For each calendar year during the term of this Lease after the calendar year 1994 (the "Base Calendar Year"), Tenant shall pay, as Additional Rental, Tenant's Percentage Share pay its proportionate share of the amount, if any, by which the Actual Operating Expenses (as hereinafter defined) for such year exceed the Actual Operating Expenses for the Base Calendar Year (Tenant's proportionate share of such excess for each year being herein referred to as" Additional Rental"). It is agreed that, subject to the provisions of Section 2.04(c) of this Lease, Tenant's proportionate share is a fraction, the numerator of which is the Net Rentable Area of the Leased Premises and the denominator of which is the greater of (i) the actual number of square feet of Net Rentable Area leased to tenants of the Project and (ii) ninety-five percent (95%) of the Net Rentable Area of the Building. Landlord's good faith estimate of the Actual Operating Expenses for the Base Calendar Year (after adjustment pursuant to Section 2.04(c) below is $5.60 per square foot of Net Rentable Area. (b) On or about December 15, 1994 and on December 15 of each calendar year thereafter during the term of this Lease, Landlord shall present to Tenant a good faith estimate of the Actual Operating Expenses for the forthcoming calendar year and a calculation of the monthly installments of Additional Rental ("Forecast Additional Rental") to be due and payable by Tenant during such forthcoming year. Thereafter, unless and until Landlord delivers to Tenant a revision of the estimate, Tenant shall pay to Landlord the Forecast Additional Rental for the applicable calendar year in accordance with Section 2.02 hereinabove. From time to time during any calendar year exceed $1,545,147.50 ($6.50/rentable square foot for which Additional Rental is payable, Landlord may revise up or down its estimate of the Buildings)Additional Rental for such calendar year based on either actual or reasonably anticipated increases in Actual Operating Expenses. The Thereafter, the monthly installments of Forecast Additional Rental payable pursuant to this paragraph by Tenant shall be determined, and paid appropriately adjusted in accordance with the following procedures:revised estimate so that by the end of such calendar year, the total payments of Forecast Additional Rental paid by Tenant shall equal Tenant's proportionate share of the amount by which the revised estimate of Actual Operating Expenses exceeds the Actual Operating Expenses for the Base Calendar Year. (ic) During each December Within one hundred fifty (150) days after the end of the Lease Term, or as soon thereafter as practicableBase Calendar Year and after the end of each subsequent calendar year during the term of this Lease, Landlord shall give provide Tenant written notice of its estimate of a statement showing in reasonable detail (including a line-item breakdown) the Actual Operating Expenses for said calendar year, prepared in accordance with generally accepted accounting practices, and a statement prepared by Landlord comparing the Forecast Additional Rental payable under this Article 7 paid by Tenant with the actual Additional Rental. If the Forecast Additional Rental paid by Tenant exceeds the Additional Rental for the ensuing said calendar year, Landlord shall pay Tenant an amount equal to such excess at Landlord's option, by either giving a credit against rentals next due, if any, or by direct payment to Tenant within thirty (30) days of the date of such statement. On or before In the first day of each month during event that the ensuing Additional Rental exceeds the Forecast Additional Rental for said calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts together with the Base RentalLandlord, provided that if such notice is not given in December, Tenant shall continue to pay such Additional Rental during the ensuing calendar year on the basis of the amounts payable during the calendar year just ended, until the month after such notice is given. (ii) As soon as practicable after the close of each calendar year during the Lease Term, Landlord shall deliver to Tenant a statement of the adjustments to be made for the calendar year just ended. Such statement shall be final and binding upon Landlord and Tenant absent manifest error. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount that is less than the estimated payments actually made by Tenant for such calendar year, Landlord shall credit such excess to the next payments of Additional Rental and Base Rental coming due. If on the basis of such statement Tenant's Percentage Share of the actual increase in Operating Expenses for such calendar year is an amount greater that the estimated payments actually made by Tenant, Tenant shall pay as Additional Rental the deficiency to Landlord within thirty (30) days after delivery of receipt of the statement. , an amount equal to such difference. Tenant shall have the right to audit, at Tenant's expense and after giving twenty (iii20) If this Lease shall commencedays' prior written notice to Landlord, expire or terminate on a day other than Landlord's books and records relating to Actual Operating Expenses for any period within the last day of a calendar year, the amount of Additional Rental payable during the first or final calendar year of the Lease Term, as the case may be, shall be prorated based on the actual number of days of the Lease Term during such calendar year. The expiration or termination term of this Lease and not more than two (2) years prior to the review; provided, however, if such audit reveals a misstatement by more than five percent (5%) of Actual Operating Expenses for the period being audited, Landlord shall reimburse Tenant for the reasonable costs of such audit. The exercise by Tenant of its audit rights hereunder shall not affect the obligations relieve Tenant of Landlord and Tenant its obligation to be performed after such expiration or terminationpay all sums due hereunder in a timely manner, pursuant to this Article 7including, without limitation, any disputed Actual Operating Expenses.