Common use of Minimum Rent Clause in Contracts

Minimum Rent. Tenant agrees to pay to Landlord, without demand, a ------------ minimum monthly rental (the "Minimum Rent") for the Premises, for each and every month, payable in advance the first day of each month, based on the following schedule: 08/1/96 - 08/31/96 $20,110.00 09/1/96 - 11/30/96 $40,220.00 12/1/96 - 07/31/98 $60,330.00 08/1/98 - 07/31/00 $63,346.50 Should for any reason as set forth herein, the commencement date for a floor not be the first day of the month, the rent for that month shall be pro-rated for the number of days in the shortened month. Notwithstanding the above, Tenant shall have a ten (10) day grace period from the 1st of the month to the 10th of the month to pay rent to Landlord three times in each twelve-month period beginning on the Tenth Floor Commencement Date. (a) As Additional Rent, Tenant shall pay to Landlord at the times hereinafter set forth, an amount equal to (a) Tenant's Share specified hereinbelow of any increase in "operating expenses" (defined below in this paragraph 5.2) paid or incurred by Landlord on account of the operation or maintenance of the Building above such operating expenses paid or incurred by Landlord during the Base Year specified hereinbelow, and (b) Tenant's share of any increase in "direct taxes" (defined below in this paragraph 5.2) paid or incurred by Landlord in any calendar year in excess of those paid or incurred in the Base Year specified hereinbelow. Notwithstanding the foregoing to the contrary, Tenant shall not be responsible for any increase in "operating" expenses or increase in "direct taxes" attributable to any period of time commencing on the Tenth Floor Commencement Date and ending on the first anniversary of the Tenth Floor Commencement Date. If at any time during the term of the Lease, less than ninety-five percent (95%) of the total leasable area of the Building is occupied, the operating expenses and direct taxes shall be adjusted by Landlord to reasonably approximate the operating expenses and direct taxes which would have been incurred if the Building had been at least ninety-five percent (95%) occupied. At or after the commencement of any calendar year subsequent to the Base Year Landlord may, but shall not be required to, notify Tenant of Landlord's estimate of the amount of any increase in operating expenses for such calendar year over operating expenses for the Base Year, the amount of any increase in direct taxes over those paid or incurred in the Base Year and of the amount of such estimated increases payable by Tenant. Tenant shall pay to Landlord on the first day of each calendar month during such calendar year one-twelfth (1/12) of the amount of such estimated increases in operating expenses and direct taxes payable by Tenant hereunder; provided, however, that Tenant shall not be responsible for any increases in operating expenses or direct taxes allocable to the first twelve (12) months of the term of this Lease. Statements of the amount of actual operating expenses for the preceding calendar year and the Base Year, of direct taxes for the appropriateyear and the Base Year and of the amount of such increases payable by Tenant shall be given to Tenant on such date as Landlord shall from time to time determine during each calendar year subsequent to the calendar year immediately next succeeding the Base Year. All amounts payable by Tenant as shown on said statement, less any amounts theretofore paid by Tenant on account of Landlord' 5 estimate of increases in operating expenses and direct taxes made pursuant to this paragraph 5.2, shall be paid by Tenant upon delivery of said statement to Tenant. In the event that the Tenant has paid in any given year estimated increases beyond those later determined from actual reconciliation, then such overpayment shall be applied toward the Rent for the following year or, if the Lease has terminated and not been renewed as provided herein, such overpayment shall be promptly refunded to Tenant. (b) The amount of any increase in operating expenses and direct taxes payable by Tenant for the first calendar year of the term and the calendar year in which this Lease terminates shall be prorated on the basis in which the number of days from and including the commencement of said calendar year to and including the date on which this Lease terminates bears to 365 and shall be due and payable when rendered notwithstanding termination of this Lease.

Minimum Rent. Tenant agrees to pay to Landlord, without demand, a ------------ minimum monthly rental (the "Minimum Rent") for the Premises, for each and every month, payable in advance the first day of each month, based Commencing on the following schedule: 08/1/96 - 08/31/96 $20,110.00 09/1/96 - 11/30/96 $40,220.00 12/1/96 - 07/31/98 $60,330.00 08/1/98 - 07/31/00 $63,346.50 Should for any reason as set forth herein, the commencement date for a floor not be the first day of the month, the rent for that month shall be pro-rated for the number of days in the shortened month. Notwithstanding the above, Tenant shall have a ten (10) day grace period from the 1st of the month to the 10th of the month to pay rent to Landlord three times in each twelve-month period beginning on the Tenth Floor Commencement Date. (a) As Additional RentRCD, Tenant shall pay to Landlord, ------------ at such place or places as Landlord at the times hereinafter set forthshall designate from time to time in writing, an amount equal to a fixed minimum monthly rent (a) Tenant's Share specified hereinbelow of any increase "Minimum Rent"), ------------ payable in "operating expenses" (defined below in this paragraph 5.2) paid or incurred by Landlord on account of the operation or maintenance of the Building above such operating expenses paid or incurred by Landlord during the Base Year specified hereinbelow, and (b) Tenant's share of any increase in "direct taxes" (defined below in this paragraph 5.2) paid or incurred by Landlord in any calendar year in excess of those paid or incurred in the Base Year specified hereinbelow. Notwithstanding the foregoing to the contrary, Tenant shall not be responsible for any increase in "operating" expenses or increase in "direct taxes" attributable to any period of time commencing on the Tenth Floor Commencement Date and ending on the first anniversary of the Tenth Floor Commencement Date. If at any time during the term of the Lease, less than ninety-five percent (95%) of the total leasable area of the Building is occupied, the operating expenses and direct taxes shall be adjusted by Landlord to reasonably approximate the operating expenses and direct taxes which would have been incurred if the Building had been at least ninety-five percent (95%) occupied. At or after the commencement of any calendar year subsequent to the Base Year Landlord may, but shall not be required to, notify Tenant of Landlord's estimate of the amount of any increase in operating expenses for such calendar year over operating expenses for the Base Year, the amount of any increase in direct taxes over those paid or incurred in the Base Year and of the amount of such estimated increases payable by Tenant. Tenant shall pay to Landlord advance on the first day of each and every calendar month during such calendar year one-twelfth the Lease Term, without prior notice, demand or right of setoff (1/12except as expressly permitted hereunder), as follows: (a) for each month commencing on the RCD and continuing through the end of the amount Primary Term, the sum of such estimated increases in operating expenses and direct taxes payable by Tenant hereunder; provided, however, that Tenant shall not be responsible for any increases in operating expenses or direct taxes allocable to the first twelve Seventeen Thousand Six Hundred Twenty-Nine Dollars (12) months of the term of this Lease. Statements of the amount of actual operating expenses for the preceding calendar year and the Base Year, of direct taxes for the appropriateyear and the Base Year and of the amount of such increases payable by Tenant shall be given to Tenant on such date as Landlord shall from time to time determine during each calendar year subsequent to the calendar year immediately next succeeding the Base Year. All amounts payable by Tenant as shown on said statement, less any amounts theretofore paid by Tenant on account of Landlord' 5 estimate of increases in operating expenses and direct taxes made pursuant to this paragraph 5.2, shall be paid by Tenant upon delivery of said statement to Tenant. In the event that the Tenant has paid in any given year estimated increases beyond those later determined from actual reconciliation, then such overpayment shall be applied toward the Rent for the following year or, if the Lease has terminated and not been renewed as provided herein, such overpayment shall be promptly refunded to Tenant.$17,629); (b) The amount for each month of any increase the first five-year option period immediately following the expiration of the Primary Term, the sum of Nineteen Thousand Three Hundred Ninety-Two Dollars ($19,392) (c) for each month of the second five-year option period immediately following the expiration of the Primary Term, the sum of Twenty-One Thousand Three Hundred Thirty-One Dollars ($21,331); and (d) for each month of the third five-year option period immediately following the expiration of the Primary Term, the sum of Thirty-Three Thousand Four Hundred Sixty-Four Dollars ($23,464). Notwithstanding the foregoing, upon execution of this Lease, Tenant shall pay in operating expenses and direct taxes payable by Tenant advance to Landlord the sum of Fifty-Two Thousand Eight Hundred Eighty-Seven Dollars ($52,887) equal to Minimum Rent due for the first three (3) months after the Rent Commencement Date. If the RCD occurs on a day other than the first day of a calendar year month, then. Minimum Rent and all other monetary obligations of the term and the calendar year in which Tenant under this Lease terminates shall be prorated on a per diem basis for the basis in which partial month extending from the number RCD to the beginning of days from and including the commencement of said next full calendar year to and including the date on which this Lease terminates bears to 365 month and shall be payable on the first day of such next calendar month or when otherwise due and payable when rendered notwithstanding termination in accordance with the terms hereof. If Minimum Rent or any other sum payable by Tenant hereunder is not received within five (5) days after Tenant's receipt of this Leasea notice from Landlord stating that said sum is delinquent, and Landlord has properly sent a similar delinquent notice at least two (2) other times in any Lease Year, then commencing with the third such delinquent notice and continuing until the end of the Lease Year in question, Landlord shall be entitled to a late charge of three percent (3%) of the delinquent amount for each such delinquent payment in question (where a delinquent, notice is received by Tenant).

Minimum Rent. Tenant agrees to pay to Landlord, without demand, a ------------ minimum monthly rental (the "Minimum Rent") for the Premises, for each and every month, payable in advance the first day of each month, based on the following schedule: 08/1/96 - 08/31/96 $20,110.00 09/1/96 - 11/30/96 $40,220.00 12/1/96 - 07/31/98 $60,330.00 08/1/98 - 07/31/00 $63,346.50 Should for any reason as set forth herein, the commencement date for a floor not be the first day of the month, the rent for that month shall be pro-rated for the number of days in the shortened month. Notwithstanding the above, Tenant shall have a ten (10) day grace period from the 1st of the month to the 10th of the month to pay rent to Landlord three times in each twelve-month period beginning on the Tenth Floor Commencement Date. (a) As Additional Rent, Tenant shall pay to Landlord at the times hereinafter set forth, an amount equal to (a) Tenant's Share specified hereinbelow of any increase in "operating expenses" (defined below in this paragraph 5.2) paid or incurred by Landlord on account of the operation or maintenance of the Building above such operating expenses paid or incurred by Landlord during the Base Year specified hereinbelow, and (b) Tenant's share of any increase in "direct taxes" (defined below in this paragraph 5.2) paid or incurred by Landlord in any calendar year in excess of those paid or incurred in the Base Year specified hereinbelow. Notwithstanding the foregoing to the contrary, Tenant shall not be responsible for any increase in "operating" expenses or increase in "direct taxes" attributable to any period of time commencing on the Tenth Floor Commencement Date and ending on the first anniversary of the Tenth Floor Commencement Date. If at any time during the term of the Lease, less than ninety-five percent (95%) of the total leasable area of the Building is occupied, the operating expenses and direct taxes shall be adjusted by Landlord to reasonably approximate the operating expenses and direct taxes which would have been incurred if the Building had been at least ninety-five percent (95%) occupied. At or after the commencement of any calendar year subsequent to the Base Year Landlord may, but shall not be required to, notify Tenant of Landlord's estimate of the amount of any increase in operating expenses for such calendar year over operating expenses for the Base Year, the amount of any increase in direct taxes over those paid or incurred in the Base Year and of the amount of such estimated increases payable by Tenant. Tenant shall pay to Landlord on the first day of each calendar month during such calendar year one-twelfth (1/12) of the amount of such estimated increases in operating expenses and direct taxes payable by Tenant hereunder; provided, however, that Tenant shall not be responsible for any increases in operating expenses or direct taxes allocable to the first twelve (12) months of the term of this Lease. Statements of the amount of actual operating expenses for the preceding calendar year and the Base Year, of direct taxes for the appropriateyear and the Base Year and of the amount of such increases payable by Tenant shall be given to Tenant on such date place as Landlord shall from time to time determine direct by written notice to Tenant, "Minimum Rent" for the term of this Lease at the monthly rate of: (i) Thirty Five Thousand Six Hundred Twenty Five Dollars ($35,625.00) per month for the first partial (if any) and first (1st) through fifth (5th) full Lease Years after the Rental Commencement Date; (ii) Thirty Nine Thousand One Hundred Eighty Eight Dollars ($39,188.00) per month for the sixth (6th) through the tenth (10th) Lease Years after the Rental Commencement Date; and (iii) Forty Three Thousand One Hundred Six Dollars ($43,106.00) per month for the eleventh (11th) through fifteenth (15th) Lease Years after the Rental Commencement Date; (iv) Tenant shall pay to Landlord Minimum Rent during the option periods based upon market rent for the Premises, provided that, for the first option period, Minimum Rent shall not be less than, nor more than fifteen percent (15%) greater than, Forty Three Thousand One Hundred Six Dollars ($43,106.00) per month. Landlord and Tenant shall agree in writing on the Minimum Rent to be paid during each calendar year subsequent respective option period upon the exercise of such option by Tenant. If within fourteen (14) days after the exercise of the respective option by Tenant, the parties are still unable to agree on the calendar year Minimum Rent to be paid, then each shall, within fourteen (14) days, make written appointment of an appraiser, and the two appraisers shall determine the Minimum Rent for the Premises, based upon market rent. If within twenty one (21) days the two appraisers so appointed are unable to agree on such Minimum Rent, they shall in writing immediately next succeeding appoint a third appraiser, and the Base Yearmajority of the three so appointed shall determine the Minimum Rent. All amounts Should the three appraisers so appointed fail to determine Minimum Rent before the expiration of this Lease, the Tenant shall continue to pay the same Minimum Rent as that in effect immediately prior to such expiration until the new Minimum Rent has been determined, at which time the difference between the Minimum Rent so paid and that payable by Tenant as shown on said statement, less any amounts theretofore paid by Tenant on account the new Minimum Rent from the beginning of Landlord' 5 estimate of increases the period when the new Minimum Rent was to be in operating expenses and direct taxes made pursuant to this paragraph 5.2, effect shall be paid by Tenant upon delivery of said statement to Landlord or reimbursed from Landlord to Tenant, as the case may be. In Should the event that the Tenant has paid in any given year estimated increases beyond those later determined from actual reconciliationappraisal process fail, then such overpayment either party may invoke, if need be, equity jurisdiction. Minimum Rent shall be applied toward the Rent for the following year or, if the payable during each Lease has terminated and not been renewed as provided herein, such overpayment shall be promptly refunded to Tenant. (b) The amount of any increase Year in operating expenses and direct taxes payable by Tenant for advance on the first day of each and every calendar year of month during the term of this Lease, without demand or notice therefor and without abatement thereof or setoff therefrom (except as expressly provided in this Lease, and except for any amounts awarded in a final judgment against the calendar year in which this Lease terminates Landlord), commencing on the Rental Commencement Date. Minimum Rent shall be prorated on for the basis in which the number fractional portion of days from and including the commencement of said calendar year to and including the date on which this Lease terminates bears to 365 and shall be due and payable when rendered notwithstanding termination of this Leaseany month.

Minimum Rent. (a) Tenant agrees to pay to Landlord, without demand, a ------------ as minimum monthly rental (the "Minimum Rent") rent for the Premisesdemised premises, for each equal consecutive monthly installments of Forty-three Thousand Four Hundred Eighteen and every month72/100 Dollars ($43,418.72), payable in advance the first day of each month, based on the following schedule: 08/1/96 - 08/31/96 $20,110.00 09/1/96 - 11/30/96 $40,220.00 12/1/96 - 07/31/98 $60,330.00 08/1/98 - 07/31/00 $63,346.50 Should for any reason as set forth herein, the commencement date for a floor not be the first day of the month, the rent for that month shall be pro-rated for the number of days in the shortened month. Notwithstanding the above, Tenant shall have a ten (10) day grace period from the 1st of the month to the 10th of the month to pay rent to Landlord three times in each twelve-month period beginning on the Tenth Floor Commencement Date. (a) As Additional Rent, Tenant shall pay to Landlord at the times hereinafter set forth, an amount equal to (a) Tenant's Share specified hereinbelow of any increase in "operating expenses" (defined below in this paragraph 5.2) paid or incurred by Landlord on account of the operation or maintenance of the Building above such operating expenses paid or incurred by Landlord during the Base Year specified hereinbelow, and (b) Tenant's share of any increase in "direct taxes" (defined below in this paragraph 5.2) paid or incurred by Landlord in any calendar year in excess of those paid or incurred in the Base Year specified hereinbelow. Notwithstanding the foregoing to the contrary, Tenant shall not be responsible for any increase in "operating" expenses or increase in "direct taxes" attributable to any period of time commencing on the Tenth Floor Commencement Date commencement date, and ending on the first anniversary of the Tenth Floor Commencement Date. If at any time during the term of the Lease, less than ninety-five percent (95%) of the total leasable area of the Building is occupied, the operating expenses and direct taxes shall be adjusted by Landlord to reasonably approximate the operating expenses and direct taxes which would have been incurred if the Building had been at least ninety-five percent (95%) occupied. At or after the commencement of any calendar year subsequent to the Base Year Landlord may, but shall not be required to, notify Tenant of Landlord's estimate of the amount of any increase in operating expenses for such calendar year over operating expenses for the Base Year, the amount of any increase in direct taxes over those paid or incurred in the Base Year and of the amount of such estimated increases payable by Tenant. Tenant shall pay to Landlord continuing on the first day of each calendar month during such calendar year one-twelfth years one (1/121) through five (5) of the amount initial term of such estimated increases in operating expenses this Lease, monthly installments of Forty-seven Thousand Seven Hundred Fifty-one and direct taxes payable by Tenant hereunder; provided75/100 Dollars ($47,751.75) each calendar month during years six (6) through ten (10), however, that Tenant shall not be responsible for any increases in operating expenses or direct taxes allocable to the first twelve and monthly installments of Fifty-two Thousand Five Hundred Twenty-six and 93/100 Dollars (12$52,526.93) months each calendar month during years eleven (11) through fifteen (15) of the initial term of this Lease. Statements All such rental shall be payable to Landlord in advance, without prior written notice or demand and without any right of deduction, abatement, counterclaim or offset whatsoever (unless specifically permitted in this Lease). In no event shall Tenant have the amount right to offset more than twenty-five percent (25%) of actual operating expenses for the preceding minimum rent in any calendar year month, and the Base Year, of direct taxes for the appropriateyear and the Base Year and of the amount of such increases payable by Tenant shall be given have no right to Tenant on such date offset against any additional rent other than any percentage rent payable hereunder. As used in this Lease, the terms “minimum rent” and “minimum rental” mean the minimum rental set forth in this Section 5(a) as Landlord shall from time to time determine during each calendar year subsequent to the calendar year immediately next succeeding the Base Year. All amounts payable by Tenant as shown on said statement, less any amounts theretofore paid by Tenant on account of Landlord' 5 estimate of increases in operating expenses and direct taxes made adjusted pursuant to Section 4 hereof. As used in this paragraph 5.2Lease, shall be paid by the terms “rent and “rental” mean minimum rental, percentage rental, additional rental and all other sums due and owing from Tenant upon delivery of said statement to Tenant. In the event that the Tenant has paid in any given year estimated increases beyond those later determined from actual reconciliation, then such overpayment shall be applied toward the Rent for the following year or, if the Lease has terminated and not been renewed as provided herein, such overpayment shall be promptly refunded to TenantLandlord under this Lease. (b) The amount of any increase in operating expenses and direct taxes payable by Tenant for If the Lease term shall commence on a day other than the first day of a calendar year month or shall end on a day other than the last day of a calendar month, the minimum rental for such first or last fractional month shall be such proportion of the term and the calendar year in which this Lease terminates shall be prorated on the basis in which monthly minimum rental as the number of days in such fractional month bears to the total number of days in such calendar month. (c) Until further notice to Tenant, all rental payable under this Lease shall be payable to Landlord and mailed to Landlord at c/o Kimco Realty Corporation, 3333 New Hyde ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. (d) In the event any sums required under this Lease to be paid are not received when due, then all such amounts shall bear interest from and including the commencement of said calendar year to and including due date thereof until the date on which this Lease terminates bears paid at the rate of interest equal to 365 two percent (2%) over the prime rate in effect from time to time as established by National City Bank, Columbus, Ohio (the “Interest Rate”), and shall be due and payable when rendered notwithstanding termination by Tenant without notice or demand, Tenant shall pay the foregoing interest thereon in addition to all default remedies of this LeaseLandlord pursuant to Section 34 below. (e) Notwithstanding anything herein contained to the contrary, Tenant shall initially pay to Landlord as additional rental, simultaneously with the payment of minimum rental called for under Section 5(a) above, Five Dollars and 03/100 ($5.03) per square foot, payable in equal monthly installments of Eight Thousand Eight Hundred Ninety-five and 97/100 Dollars ($8,895.97), as the estimated monthly amount of Tenant’s Proportionate Share of Maintenance Costs (provided for in Section 16 hereof), real estate taxes (provided for in Section 28 hereof) and insurance (provided for in Section 29 hereof). Tenant’s Proportionate Share of Maintenance Costs shall not exceed Two Dollars and 25/100 cents ($2.25) per square foot in the first lease year.

Minimum Rent. (a) Tenant agrees to pay to Landlord, without demand, a ------------ as minimum monthly rental (the "Minimum Rent") rent for the Premisesdemised premises, for each equal consecutive monthly installments of Forty-three Thousand Four Hundred Eighteen and every month72/100 Dollars ($43,418.72), payable in advance the first day of each month, based on the following schedule: 08/1/96 - 08/31/96 $20,110.00 09/1/96 - 11/30/96 $40,220.00 12/1/96 - 07/31/98 $60,330.00 08/1/98 - 07/31/00 $63,346.50 Should for any reason as set forth herein, the commencement date for a floor not be the first day of the month, the rent for that month shall be pro-rated for the number of days in the shortened month. Notwithstanding the above, Tenant shall have a ten (10) day grace period from the 1st of the month to the 10th of the month to pay rent to Landlord three times in each twelve-month period beginning on the Tenth Floor Commencement Date. (a) As Additional Rent, Tenant shall pay to Landlord at the times hereinafter set forth, an amount equal to (a) Tenant's Share specified hereinbelow of any increase in "operating expenses" (defined below in this paragraph 5.2) paid or incurred by Landlord on account of the operation or maintenance of the Building above such operating expenses paid or incurred by Landlord during the Base Year specified hereinbelow, and (b) Tenant's share of any increase in "direct taxes" (defined below in this paragraph 5.2) paid or incurred by Landlord in any calendar year in excess of those paid or incurred in the Base Year specified hereinbelow. Notwithstanding the foregoing to the contrary, Tenant shall not be responsible for any increase in "operating" expenses or increase in "direct taxes" attributable to any period of time commencing on the Tenth Floor Commencement Date commencement date, and ending on the first anniversary of the Tenth Floor Commencement Date. If at any time during the term of the Lease, less than ninety-five percent (95%) of the total leasable area of the Building is occupied, the operating expenses and direct taxes shall be adjusted by Landlord to reasonably approximate the operating expenses and direct taxes which would have been incurred if the Building had been at least ninety-five percent (95%) occupied. At or after the commencement of any calendar year subsequent to the Base Year Landlord may, but shall not be required to, notify Tenant of Landlord's estimate of the amount of any increase in operating expenses for such calendar year over operating expenses for the Base Year, the amount of any increase in direct taxes over those paid or incurred in the Base Year and of the amount of such estimated increases payable by Tenant. Tenant shall pay to Landlord continuing on the first day of each calendar month during such calendar year one-twelfth years one (1/121) through five (5) of the amount initial term of such estimated increases in operating expenses this Lease, monthly installments of Forty-seven Thousand Seven Hundred Fifty-one and direct taxes payable by Tenant hereunder; provided75/100 Dollars ($47,751.75) each calendar month during years six (6) through ten (10), however, that Tenant shall not be responsible for any increases in operating expenses or direct taxes allocable to the first twelve and monthly installments of Fifty-two Thousand Five Hundred Twenty-six and 93/100 Dollars (12$52,526.93) months each calendar month during years eleven (11) through fifteen (15) of the initial term of this Lease. Statements All such rental shall be payable to Landlord in advance, without prior written notice or demand and without any right of deduction, abatement, counterclaim or offset whatsoever (unless specifically permitted in this Lease). In no event shall Tenant have the amount right to offset more than twenty-five percent (25%) of actual operating expenses for the preceding minimum rent in any calendar year month, and the Base Year, of direct taxes for the appropriateyear and the Base Year and of the amount of such increases payable by Tenant shall be given have no right to Tenant on such date offset against any additional rent other than any percentage rent payable hereunder. As used in this Lease, the terms "minimum rent" and "minimum rental" mean the minimum rental set forth in this Section 5(a) as Landlord shall from time to time determine during each calendar year subsequent to the calendar year immediately next succeeding the Base Year. All amounts payable by Tenant as shown on said statement, less any amounts theretofore paid by Tenant on account of Landlord' 5 estimate of increases in operating expenses and direct taxes made adjusted pursuant to Section 4 hereof. As used in this paragraph 5.2Lease, shall be paid by the terms "rent and "rental" mean minimum rental, percentage rental, additional rental and all other sums due and owing from Tenant upon delivery of said statement to Tenant. In the event that the Tenant has paid in any given year estimated increases beyond those later determined from actual reconciliation, then such overpayment shall be applied toward the Rent for the following year or, if the Lease has terminated and not been renewed as provided herein, such overpayment shall be promptly refunded to TenantLandlord under this Lease. (b) The amount of any increase in operating expenses and direct taxes payable by Tenant for If the Lease term shall commence on a day other than the first day of a calendar year month or shall end on a day other than the last day of a calendar month, the minimum rental for such first or last fractional month shall be such proportion of the term and the calendar year in which this Lease terminates shall be prorated on the basis in which monthly minimum rental as the number of days in such fractional month bears to the total number of days in such calendar month. (c) Until further notice to Tenant, all rental payable under this Lease shall be payable to Landlord and mailed to Landlord at c/o Kimco Realty Corporation, 3333 New Hyde ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. (d) In the event any sums required under this Lease to be paid are not received when due, then all such amounts shall bear interest from and including the commencement of said calendar year to and including due date thereof until the date on which this Lease terminates bears paid at the rate of interest equal to 365 two percent (2%) over the prime rate in effect from time to time as established by National City Bank, Columbus, Ohio (the "Interest Rate"), and shall be due and payable when rendered notwithstanding termination by Tenant without notice or demand, Tenant shall pay the foregoing interest thereon in addition to all default remedies of this LeaseLandlord pursuant to Section 34 below. (e) Notwithstanding anything herein contained to the contrary, Tenant shall initially pay to Landlord as additional rental, simultaneously with the payment of minimum rental called for under Section 5(a) above, Five Dollars and 03/100 ($5.03) per square foot, payable in equal monthly installments of Eight Thousand Eight Hundred Ninety-five and 97/100 Dollars ($8,895.97), as the estimated monthly amount of Tenant's Proportionate Share of Maintenance Costs (provided for in Section 16 hereof), real estate taxes (provided for in Section 28 hereof) and insurance (provided for in Section 29 hereof). Tenant's Proportionate Share of Maintenance Costs shall not exceed Two Dollars and 25/100 cents ($2.25) per square foot in the first lease year.

Minimum Rent. Tenant agrees Notwithstanding anything to the contrary in the Lease or in this Sublease, commencing on the Commencement Date and continuing throughout the Sublease Term, Subtenant shall pay to LandlordSublandlord, without demandoffset, a ------------ minimum abatement, counterclaim or deduction, monthly rental base rent (the "Minimum Rent"). Commencing as of the Commencement Date, Minimum Rent shall be in the amount of Eighty-Five Thousand Seven Hundred Ninety-Seven and 60/100 Dollars ($85,797.60) for per month. Effective on each one (1) year anniversary of the Premises, for each and every month, payable in advance the first day of each month, based on the following schedule: 08/1/96 - 08/31/96 $20,110.00 09/1/96 - 11/30/96 $40,220.00 12/1/96 - 07/31/98 $60,330.00 08/1/98 - 07/31/00 $63,346.50 Should for any reason as set forth herein, the commencement date for a floor not be Commencement Date (or the first day of the next succeeding month if the Commencement Date does not occur as of the first day of a month), the rent for that month Minimum Rent shall be pro-rated for increased to the number of days product obtained by multiplying the Minimum Rent then in the shortened montheffect by one hundred three percent (103%). Notwithstanding the aboveforegoing, Tenant shall have a ten provided Subtenant is not in default under this Sublease beyond any applicable cure period, Sublandlord agrees to ▇▇▇▇▇ Subtenant's obligation to pay Minimum Rent during months two (102), four (4), six (6), twelve (12), twenty-four (24), thirty-six (36), forty-eight (48), sixty (60), seventy-two (72), eighty-four (84) day grace period from the 1st and ninety-six (96) of the month to the 10th of the month to pay rent to Landlord three times in each twelve-month period beginning on the Tenth Floor Commencement Date. (a) As Additional RentSublease Term. During such abatement period, Tenant shall pay to Landlord at the times hereinafter set forth, an amount equal to (a) Tenant's Share specified hereinbelow of any increase in "operating expenses" (defined below in this paragraph 5.2) paid or incurred by Landlord on account of the operation or maintenance of the Building above such operating expenses paid or incurred by Landlord during the Base Year specified hereinbelow, and (b) Tenant's share of any increase in "direct taxes" (defined below in this paragraph 5.2) paid or incurred by Landlord in any calendar year in excess of those paid or incurred in the Base Year specified hereinbelow. Notwithstanding the foregoing to the contrary, Tenant shall not Subtenant will still be responsible for the payment of Operating Expenses and all other monetary obligations under this Sublease. Subtenant acknowledges that any increase in "operating" expenses or increase in "direct taxes" attributable default by Subtenant under this Sublease will cause Sublandlord to any period incur costs not contemplated hereunder, the exact amount of time commencing on the Tenth Floor Commencement Date such costs being extremely difficult and ending on the first anniversary of the Tenth Floor Commencement Date. If impracticable to ascertain, therefor, should Subtenant at any time during the term of the LeaseSublease Term be in default beyond any applicable cure period, less than ninety-five percent (95%) of then the total leasable area sum of the Building such abated rent so conditionally excused shall become immediately due and payable by Subtenant to Sublandlord; provided, however, Subtenant acknowledges and agrees that nothing in this paragraph is occupiedintended to limit any other remedies available to Sublandlord at law or in equity under applicable law (including, without limitation, the operating expenses remedies under Civil Code Section 1951.2 and/or 1951.4 and direct taxes any successor statutes or similar laws), in the event Subtenant defaults under this Sublease beyond any applicable cure period. The Minimum Rent shall be adjusted by Landlord to reasonably approximate the operating expenses due and direct taxes which would have been incurred if the Building had been at least ninety-five percent (95%) occupied. At or after the commencement of any calendar year subsequent to the Base Year Landlord may, but shall not be required to, notify Tenant of Landlord's estimate of the amount of any increase in operating expenses for such calendar year over operating expenses for the Base Year, the amount of any increase in direct taxes over those paid or incurred in the Base Year and of the amount of such estimated increases payable by Tenant. Tenant shall pay to Landlord on the first day of each calendar month during the Sublease Term, in advance and without notice or demand; provided that if the Commencement Date is not the first day of a calendar month, then (a) the Minimum Rent for the month in which the Commencement Date occurs shall be prorated based upon a thirty (30) day month and the number of days in such calendar year one-twelfth month from and after the Commencement Date (1/12and shall be paid by Subtenant on or before the Commencement Date) and (b) such partial month shall be deemed to be the first month of the amount of such estimated increases in operating expenses and direct taxes payable by Tenant hereunder; provided, however, that Tenant shall not be responsible Sublease Term for any increases in operating expenses or direct taxes allocable to the first twelve (12) months of the term all purposes of this Lease. Statements of the amount of actual operating expenses for the preceding calendar year and the Base Year, of direct taxes for the appropriateyear and the Base Year and of the amount of such increases payable by Tenant shall be given to Tenant on such date as Landlord shall from time to time determine during each calendar year subsequent to the calendar year immediately next succeeding the Base YearSublease. All amounts payable by Tenant as shown on said statementdue Sublandlord hereunder, less any amounts theretofore paid by Tenant on account of Landlord' 5 estimate of increases in operating expenses and direct taxes made pursuant to this paragraph 5.2including, without limitation, Minimum Rent, shall be paid by Tenant upon delivery of said statement to TenantSublandlord at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇-▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇ ▇▇▇▇▇▇, ▇▇. In Manager Construction/Facilities & Real Estate, Corporate Engineering or at any other address provided to Subtenant in writing pursuant to this Sublease. Notwithstanding the event that foregoing, the Tenant has paid in any given year estimated increases beyond those later determined from actual reconciliation, then such overpayment shall be applied toward the Minimum Rent for the following year or, if first full calendar month of this Sublease in the Lease has terminated and not been renewed as provided herein, such overpayment shall be promptly refunded to Tenant. (b) The amount of any increase in operating expenses Eighty-Five Thousand Seven Hundred Ninety-Seven and direct taxes payable by Tenant for 60/100 Dollars ($85,797.60), plus the first full calendar year month's estimated Operating Expenses in the amount of the term Forty-Three Thousand Three Hundred Seven and the calendar year in which this Lease terminates shall be prorated on the basis in which the number of days from and including the commencement of said calendar year to and including the date on which this Lease terminates bears to 365 and 36/100 Dollars ($43,307.36), shall be due and payable and delivered to Sublandlord on the Effective Date. If Subtenant fails to pay any sum due to Sublandlord under this Lease within ten (10) days of its due date, Subtenant shall pay to Sublandlord, as additional rental, a late charge equal to five percent (5%) of the overdue amount. In addition, any sum due from Subtenant which is not paid within ten (10) days of its due date shall bear interest at the lesser of (a) four percent (4%) plus the prime rate reported in the Wall Street Journal as closest prior to the date when rendered notwithstanding termination due or (b) the highest rate then allowed under usury laws of this Leasethe State of California, in either event from the date due until paid.

Minimum Rent. (a) Tenant agrees to pay to Landlord, without demand, a ------------ as minimum monthly rental (the "Minimum Rent") rent for the Premisesdemised premises, for each equal consecutive monthly installments of Twenty-six Thousand Six Hundred Forty-nine and every month17/100 Dollars ($26,649.17), payable in advance the first day of each month, based on the following schedule: 08/1/96 - 08/31/96 $20,110.00 09/1/96 - 11/30/96 $40,220.00 12/1/96 - 07/31/98 $60,330.00 08/1/98 - 07/31/00 $63,346.50 Should for any reason as set forth herein, the commencement date for a floor not be the first day of the month, the rent for that month shall be pro-rated for the number of days in the shortened month. Notwithstanding the above, Tenant shall have a ten (10) day grace period from the 1st of the month to the 10th of the month to pay rent to Landlord three times in each twelve-month period beginning on the Tenth Floor Commencement Date. (a) As Additional Rent, Tenant shall pay to Landlord at the times hereinafter set forth, an amount equal to (a) Tenant's Share specified hereinbelow of any increase in "operating expenses" (defined below in this paragraph 5.2) paid or incurred by Landlord on account of the operation or maintenance of the Building above such operating expenses paid or incurred by Landlord during the Base Year specified hereinbelow, and (b) Tenant's share of any increase in "direct taxes" (defined below in this paragraph 5.2) paid or incurred by Landlord in any calendar year in excess of those paid or incurred in the Base Year specified hereinbelow. Notwithstanding the foregoing to the contrary, Tenant shall not be responsible for any increase in "operating" expenses or increase in "direct taxes" attributable to any period of time commencing on the Tenth Floor Commencement Date commencement date, and ending on the first anniversary of the Tenth Floor Commencement Date. If at any time during the term of the Lease, less than ninety-five percent (95%) of the total leasable area of the Building is occupied, the operating expenses and direct taxes shall be adjusted by Landlord to reasonably approximate the operating expenses and direct taxes which would have been incurred if the Building had been at least ninety-five percent (95%) occupied. At or after the commencement of any calendar year subsequent to the Base Year Landlord may, but shall not be required to, notify Tenant of Landlord's estimate of the amount of any increase in operating expenses for such calendar year over operating expenses for the Base Year, the amount of any increase in direct taxes over those paid or incurred in the Base Year and of the amount of such estimated increases payable by Tenant. Tenant shall pay to Landlord continuing on the first day of each calendar month during such calendar year one-twelfth years one (1/121) through five (5) of the amount initial term of such estimated increases in operating expenses this Lease, monthly installments of Twenty-seven Thousand One Hundred Fourteen and direct taxes payable by Tenant hereunder; provided08/100 Dollars ($27,114.08) each calendar month during years six (6) through ten (10), however, that Tenant shall not be responsible for any increases in operating expenses or direct taxes allocable to the first twelve and monthly installments of Twenty-nine Thousand Eight Hundred Twenty-five and 49/100 Dollars (12$29,825.49) months each calendar month during years eleven (11) through fifteen (15) of the initial term of this Lease. Statements All such rental shall be payable to Landlord in advance, without prior written notice or demand and without any right of deduction, abatement, counterclaim or offset whatsoever (unless specifically permitted in this Lease). In no event shall Tenant have the amount right to offset more than twenty-five percent (25%) of actual operating expenses for the preceding minimum rent in any calendar year month, and the Base Year, of direct taxes for the appropriateyear and the Base Year and of the amount of such increases payable by Tenant shall be given have no right to Tenant on such date offset against any additional rent other than any percentage rent payable hereunder. As used in this Lease, the terms "minimum rent" and "minimum rental" mean the minimum rental set forth in this Section 5(a) as Landlord shall from time to time determine during each calendar year subsequent to the calendar year immediately next succeeding the Base Year. All amounts payable by Tenant as shown on said statement, less any amounts theretofore paid by Tenant on account of Landlord' 5 estimate of increases in operating expenses and direct taxes made adjusted pursuant to Section 4 hereof. As used in this paragraph 5.2Lease, shall be paid by Tenant upon delivery of said statement to Tenant. In the event that the Tenant has paid in any given year estimated increases beyond those later determined from actual reconciliationterms "rent and "rental" mean minimum rental, then such overpayment shall be applied toward the Rent for the following year orpercentage rental, if the Lease has terminated additional rental and not been renewed as provided herein, such overpayment shall be promptly refunded to Tenant. (b) The amount of any increase in operating expenses and direct taxes payable by Tenant for the first calendar year of the term and the calendar year in which this Lease terminates shall be prorated on the basis in which the number of days from and including the commencement of said calendar year to and including the date on which this Lease terminates bears to 365 and shall be all other sums due and payable when rendered notwithstanding termination of owing from Tenant to Landlord under this Lease.

Minimum Rent. (a) Tenant agrees to pay to Landlord, without demand, a ------------ as minimum monthly rental (the "Minimum Rent") rent for the Premisesdemised premises, for each equal consecutive monthly installments of Twenty-Nine Thousand Four Hundred Eighty-two and every month29/100th Dollars ($29,482.29), payable in advance the first day of each month, based on the following schedule: 08/1/96 - 08/31/96 $20,110.00 09/1/96 - 11/30/96 $40,220.00 12/1/96 - 07/31/98 $60,330.00 08/1/98 - 07/31/00 $63,346.50 Should for any reason as set forth herein, the commencement date for a floor not be the first day of the month, the rent for that month shall be pro-rated for the number of days in the shortened month. Notwithstanding the above, Tenant shall have a ten (10) day grace period from the 1st of the month to the 10th of the month to pay rent to Landlord three times in each twelve-month period beginning on the Tenth Floor Commencement Date. (a) As Additional Rent, Tenant shall pay to Landlord at the times hereinafter set forth, an amount equal to (a) Tenant's Share specified hereinbelow of any increase in "operating expenses" (defined below in this paragraph 5.2) paid or incurred by Landlord on account of the operation or maintenance of the Building above such operating expenses paid or incurred by Landlord during the Base Year specified hereinbelow, and (b) Tenant's share of any increase in "direct taxes" (defined below in this paragraph 5.2) paid or incurred by Landlord in any calendar year in excess of those paid or incurred in the Base Year specified hereinbelow. Notwithstanding the foregoing to the contrary, Tenant shall not be responsible for any increase in "operating" expenses or increase in "direct taxes" attributable to any period of time commencing on the Tenth Floor Commencement Date commencement date, and ending on the first anniversary of the Tenth Floor Commencement Date. If at any time during the term of the Lease, less than ninety-five percent (95%) of the total leasable area of the Building is occupied, the operating expenses and direct taxes shall be adjusted by Landlord to reasonably approximate the operating expenses and direct taxes which would have been incurred if the Building had been at least ninety-five percent (95%) occupied. At or after the commencement of any calendar year subsequent to the Base Year Landlord may, but shall not be required to, notify Tenant of Landlord's estimate of the amount of any increase in operating expenses for such calendar year over operating expenses for the Base Year, the amount of any increase in direct taxes over those paid or incurred in the Base Year and of the amount of such estimated increases payable by Tenant. Tenant shall pay to Landlord continuing on the first day of each calendar month during such calendar year one-twelfth years one (1/121) through five (5) of the amount initial term of such estimated increases in operating expenses this Lease, monthly installments of Thirty-four Thousand Four Hundred Fifty-five and direct taxes payable by Tenant hereunder; provided21/100th Dollars ($34,455.21) each calendar month during years six (6) through ten (10), however, that Tenant shall not be responsible for any increases in operating expenses or direct taxes allocable to the first twelve and monthly installments of Thirty-Nine Thousand Four Hundred Twenty-eight and 13/100th Dollars (12$39,428.13) months each calendar month during years eleven (11) through fifteen (15) of the initial term of this Lease. Statements All such rental shall be payable to Landlord in advance, without prior written notice or demand and without any right of deduction, abatement, counterclaim or offset whatsoever (unless specifically permitted in this Lease). Except as expressly set forth herein to the amount contrary, in no event shall Tenant have the right to offset more than twenty-five percent (25%) of actual operating expenses for the preceding minimum rent in any calendar year month, and the Base Year, of direct taxes for the appropriateyear and the Base Year and of the amount of such increases payable by Tenant shall be given have no right to offset against any additional rent other than any percentage rent payable hereunder. As used in this Lease, the terms “minimum rent” and “minimum rental” mean the minimum rental set forth in this Section 5(a). As used in this Lease, the terms “rent and “rental” mean minimum rental, percentage rental, additional rental and all other sums due and owing from Tenant on such date as to Landlord shall from time to time determine during each calendar year subsequent to the calendar year immediately next succeeding the Base Year. All amounts payable by Tenant as shown on said statement, less any amounts theretofore paid by Tenant on account of Landlord' 5 estimate of increases in operating expenses and direct taxes made pursuant to under this paragraph 5.2, shall be paid by Tenant upon delivery of said statement to Tenant. In the event that the Tenant has paid in any given year estimated increases beyond those later determined from actual reconciliation, then such overpayment shall be applied toward the Rent for the following year or, if the Lease has terminated and not been renewed as provided herein, such overpayment shall be promptly refunded to TenantLease. (b) The amount of any increase in operating expenses and direct taxes payable by Tenant for If the Lease term shall commence on a day other than the first day of a calendar year month or shall end on a day other than the last day of a calendar month, the minimum rental for such first or last fractional month shall be such proportion of the term and the calendar year in which this Lease terminates shall be prorated on the basis in which monthly minimum rental as the number of days in such fractional month bears to the total number of days in such calendar month. (c) In addition to minimum rent as set forth in this Section 5, Tenant shall initially pay to Landlord, as additional rental, simultaneously with the payment of minimum rental called for under Section 5(a) above, (i) the estimated monthly amount of Tenant’s Proportionate Share of Maintenance Costs (provided for in Section 16 hereof), as reasonably estimated by Landlord, (ii) Nine and 35/100 Dollars ($9.35) per square foot, payable in equal monthly installments of Thirteen Thousand Two Hundred Eighty-Four and 79/100 Dollars ($13,284.79) as the estimated monthly amount of Tenant’s Proportionate Tax Share (provided for in Section 28 hereof) and (iii) Fifteen Cents ($0.15) per square foot, payable in equal monthly installments of Two Hundred Thirteen and 13/100 Dollars ($213.13), as the estimated monthly amount of Tenant’s Proportionate Insurance Share (provided for in Section 29 hereof). (d) Until further notice to Tenant, all rental payable under this Lease shall be payable to Landlord and mailed to Landlord at c/o Schottenstein Management Company, 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Columbus, Ohio 43207. (e) In the event any sums required under this Lease to be paid are not received when due, then all such amounts shall bear interest from and including the commencement of said calendar year to and including due date thereof until the date on which this Lease terminates bears paid at the rate of interest equal to 365 two percent (2%) over the prime rate in effect from time to time as established by National City Bank, Columbus, Ohio (the “Interest Rate”), and shall be due and payable when rendered notwithstanding termination by Tenant without notice or demand, Tenant shall pay the foregoing interest thereon in addition to all default remedies of this LeaseLandlord pursuant to Section 34 below.

Minimum Rent. (a) Tenant agrees to pay to Landlord, without diminution, deduction or set-off whatsoever and without prior notice or demand, a ------------ and as fixed annual minimum rent ("Fixed Annual Minimum Rent"), the sums set forth in Section 3.01(a) (i), and (ii) below payable in equal consecutive monthly rental installments (the "Fixed Monthly Minimum Rent") for the Premises, for each and every month, payable in advance the first day of each month, based on the following schedule: 08/1/96 - 08/31/96 $20,110.00 09/1/96 - 11/30/96 $40,220.00 12/1/96 - 07/31/98 $60,330.00 08/1/98 - 07/31/00 $63,346.50 Should for any reason as set forth herein, the commencement date for a floor not be the first day of the month, the rent for that month shall be pro-rated for the number of days in the shortened month. Notwithstanding the above, Tenant shall have a ten (10) day grace period from the 1st of the month to the 10th of the month to pay rent to Landlord three times in each twelve-month period beginning on the Tenth Floor Commencement Date. (a) As Additional Rent, Tenant shall pay to Landlord at the times hereinafter set forth, an amount equal to (a) Tenant's Share specified hereinbelow of any increase in "operating expenses" (defined below in this paragraph 5.2) paid or incurred by Landlord on account of the operation or maintenance of the Building above such operating expenses paid or incurred by Landlord during the Base Year specified hereinbelow, and (b) Tenant's share of any increase in "direct taxes" (defined below in this paragraph 5.2) paid or incurred by Landlord in any calendar year in excess of those paid or incurred in the Base Year specified hereinbelow. Notwithstanding the foregoing to the contrary, Tenant shall not be responsible for any increase in "operating" expenses or increase in "direct taxes" attributable to any period of time commencing on the Tenth Floor Commencement Date and ending on the first anniversary of the Tenth Floor Commencement Date. If at any time during the term of the Lease, less than ninety-five percent (95%) of the total leasable area of the Building is occupied, the operating expenses and direct taxes shall be adjusted by Landlord to reasonably approximate the operating expenses and direct taxes which would have been incurred if the Building had been at least ninety-five percent (95%) occupied. At or after the commencement of any calendar year subsequent to the Base Year Landlord may, but shall not be required to, notify Tenant of Landlord's estimate of the amount of any increase in operating expenses for such calendar year over operating expenses for the Base Year, the amount of any increase in direct taxes over those paid or incurred in the Base Year and of the amount of such estimated increases payable by Tenant. Tenant shall pay to Landlord on upon the first day of each calendar month during the term hereof. (i) From the Term Commencement Date through the end of the sixtieth (60th) full month of the Lease term, Fixed Annual Minimum Rent shall be One Hundred Nineteen Thousand Eight Hundred Eighty Nine and 00/100 Dollars ($119,889.00), payable in equal monthly installments of Nine Thousand Nine Hundred Ninety and 75/100 Dollars ($9,990.75) each; and (ii) From the first day of the sixty-first (61st) full month of the Lease term through the end of the Lease term, Fixed Annual Minimum Rent shall be One Hundred Thirty One Thousand Eight Hundred Seventy Seven and 90/100 Dollars ($131,877.90), payable in equal monthly installments of Ten Thousand Nine Hundred Eighty Nine and 83/100 Dollars ($10,989.83) each. (b) If the term shall commence upon a day other than the first day of a calendar month or if the term shall expire upon a day other than the last day of a calendar month, then Tenant shall pay, upon the Term Commencement Date, and on the first day of the last calendar month, a pro rata portion of the Fixed Monthly Minimum Rent for the first and last fractional calendar months of the term. (c) Intentionally Deleted (d) Provided that no event of default exists and Tenant has commenced operating its business in the Premises on or before the date set forth in Section 2.01 for the Term Commencement Date (or in the event Tenant is unable to open by such calendar year one-twelfth date, despite Tenant's best efforts to do so, Tenant has commenced operating its business in the Premises on or before the date which is thirty (1/1230) days following the Term Commencement Date) pursuant to the requirements of this Lease, then commencing on the Term Commencement Date, Tenant shall be entitled to an abatement of Fixed Annual Minimum Rent, Common Area Costs and Real Property Taxes in the amount of such estimated increases Two Hundred Two Thousand Two Hundred Eighty Five and 00/100 Dollars ($202,285.00) ("Tenant's Rent Abatement"). Tenant shall apply Tenant's Rent Abatement against the first installments of Fixed Monthly Minimum Rent, Percentage Rent (if any), Common Area Costs and Real Property Taxes (as set forth in operating expenses and direct taxes payable by section 3.01(a) above) coming due pursuant to this Lease until Tenant hereunderhas recouped the entire amount of Tenant's Rent Abatement; provided, however, provided however that Tenant shall not have no right to such abatement at any time Tenant is in default under this Lease and at any such time Tenant shall be responsible obligated to make all payments of Fixed Monthly Minimum Rent, Percentage Rent (if any), Common Area Costs and Real Property Taxes under this Lease without regard for the terms of this Section 3.01(d). The amount of Tenant's Rent Abatement shall be deemed earned over the entire term of this Lease on a straight line basis regardless of the manner or timing by which such Tenant's Rent Abatement was taken by Tenant as set forth above. If this Lease is terminated prior to the expiration date of the term provided for in Article 2 of this Lease for any increases in operating expenses or direct taxes allocable reason other than pursuant to Section 2.01(c), Tenant shall pay to Landlord, as Additional Rent, an amount equal to the first twelve unearned portion of Tenant's Rent Abatement, which shall be determined by dividing Tenant's Rent Abatement by the number of months in the term and multiplying the result by the number of months that would have remained in the term of the Lease had the Lease not been so terminated. Such amount shall be due as of the date this Lease is terminated and shall be payable within five (125) months days following such date. (e) Provided that (i) Tenant is, and throughout the term of this Lease has been, open and operating in the entire Premises in accordance with the terms of this Lease, (ii) Tenant is not in default of any of its obligations under this Lease, (iii) Tenant remains open and operating in the entire Premises in accordance with the terms of this Lease throughout the Test Period (as hereinafter defined), and (iv) no condition exists which with the giving of notice or passage of time would constitute a default by Tenant under this Lease; and if (1) Landlord enters into a lease ("Competing Lease") for a space in the Shopping Center between Landlord and any Competing Tenant (as hereinafter defined), which lease expressly permits as the primary use the operation of a live comedy club featuring professional comedians ("Competing Use") during the term of this Lease. Statements , and such Competing Tenant opens for business as a comedy club within the Shopping Center (the "Competing Lease Opening Date") , and (2) Tenant's Gross Receipts from the Premises for the one (1) year period (the "Test Period") that commences on the Competing Lease Opening Date, are more than twenty five percent (25%) less than the Gross Receipts from the Premises for the one (1) year period immediately preceding the Competing Lease Opening Date, and are less than the Annual Minimum Gross Receipts for such one (1) year period (as provided in Section 3.02 hereof); then for the period of time (the "Alternate Fixed Annual Minimum Rent Period") that commences on the first day after the last day of the amount of actual operating expenses for Test Period and ends on the preceding calendar year and the Base YearCompeting Lease Cessation Date (as hereinafter defined), of direct taxes for the appropriateyear and the Base Year and Tenant shall pay Landlord Alternate Fixed Annual Minimum Rent (as hereinafter defined), in lieu of the amount Fixed Annual Minimum Rent provided for in Section 3.01(a) of such increases payable by Tenant this Lease. Tenant's right to pay Alternate Fixed Annual Minimum Rent in lieu of Fixed Annual Minimum Rent as provided for herein shall be given Tenant's sole and exclusive remedy with respect to Tenant on such date as Landlord shall from time to time determine during each calendar year subsequent any Competing Lease and with respect to the calendar year immediately next succeeding operation of the Base YearCompeting Use or any other competing use in the Shopping Center. All amounts payable by Tenant as shown From and after the earlier of (a) the first date on said statement, less which any amounts theretofore paid by Tenant on account one or more of Landlord' 5 estimate of increases in operating expenses and direct taxes made pursuant to this paragraph 5.2, shall be paid by Tenant upon delivery of said statement the conditions to Tenant. In the event that the Tenant has paid in any given year estimated increases beyond those later determined from actual reconciliation's right to pay Alternate Fixed Annual Minimum Rent shall not apply, then such overpayment shall be applied toward the Rent for the following year or, if the Lease has terminated and not been renewed as provided herein, such overpayment shall be promptly refunded to Tenant. or (b) The amount of any increase in operating expenses and direct taxes payable by the Competing Lease Cessation Date, Tenant shall pay Landlord the Fixed Annual Minimum Rent otherwise provided for the first calendar year of the term and the calendar year in which this Lease terminates shall be prorated on the basis in which the number of days from and including the commencement of said calendar year to and including the date on which this Lease terminates bears to 365 and shall be due and payable when rendered notwithstanding termination under Section 3.01(a) of this Lease, without regard for the terms of this Section 3.01(e).

Minimum Rent. (a) Tenant agrees to pay to Landlord, without demand, a ------------ as minimum monthly rental (the "Minimum Rent") rent for the Premisesdemised premises, for each and every monthequal consecutive monthly installments of Thirty Five Thousand Dollars ($35,000.00), payable in advance the first day of each month, based on the following schedule: 08/1/96 - 08/31/96 $20,110.00 09/1/96 - 11/30/96 $40,220.00 12/1/96 - 07/31/98 $60,330.00 08/1/98 - 07/31/00 $63,346.50 Should for any reason as set forth herein, the commencement date for a floor not be the first day of the month, the rent for that month shall be pro-rated for the number of days in the shortened month. Notwithstanding the above, Tenant shall have a ten (10) day grace period from the 1st of the month to the 10th of the month to pay rent to Landlord three times in each twelve-month period beginning on the Tenth Floor Commencement Date. (a) As Additional Rent, Tenant shall pay to Landlord at the times hereinafter set forth, an amount equal to (a) Tenant's Share specified hereinbelow of any increase in "operating expenses" (defined below in this paragraph 5.2) paid or incurred by Landlord on account of the operation or maintenance of the Building above such operating expenses paid or incurred by Landlord during the Base Year specified hereinbelow, and (b) Tenant's share of any increase in "direct taxes" (defined below in this paragraph 5.2) paid or incurred by Landlord in any calendar year in excess of those paid or incurred in the Base Year specified hereinbelow. Notwithstanding the foregoing to the contrary, Tenant shall not be responsible for any increase in "operating" expenses or increase in "direct taxes" attributable to any period of time commencing on the Tenth Floor Commencement Date commencement date, and ending on the first anniversary of the Tenth Floor Commencement Date. If at any time during the term of the Lease, less than ninety-five percent (95%) of the total leasable area of the Building is occupied, the operating expenses and direct taxes shall be adjusted by Landlord to reasonably approximate the operating expenses and direct taxes which would have been incurred if the Building had been at least ninety-five percent (95%) occupied. At or after the commencement of any calendar year subsequent to the Base Year Landlord may, but shall not be required to, notify Tenant of Landlord's estimate of the amount of any increase in operating expenses for such calendar year over operating expenses for the Base Year, the amount of any increase in direct taxes over those paid or incurred in the Base Year and of the amount of such estimated increases payable by Tenant. Tenant shall pay to Landlord continuing on the first day of each calendar month during such calendar year one-twelfth years one (1/121) through three (3) of the amount initial term of such estimated increases in operating expenses this Lease, monthly installments of Thirty-seven Thousand Five Hundred Dollars ($37,500.00) each calendar month during years four (4) through seven (7), monthly installments of Forty Thousand Dollars ($40,000.00) each calendar month during years eight (8) through ten (10), and direct taxes payable by Tenant hereunder; provided, however, that Tenant shall not be responsible for any increases in operating expenses or direct taxes allocable to the first twelve monthly installments of Forty-two Thousand Five Hundred Dollars (12$42,500.00) months each calendar month during years eleven (11) through fifteen (15) of the initial term of this Lease. Statements All such rental shall be payable to Landlord in advance, without prior written notice or demand and without any right of deduction, abatement, counterclaim or offset whatsoever (unless specifically permitted in this Lease). In no event shall Tenant have the amount right to offset more than twenty-five percent (25%) of actual operating expenses for the preceding minimum rent in any calendar year month, and the Base Year, of direct taxes for the appropriateyear and the Base Year and of the amount of such increases payable by Tenant shall be given have no right to Tenant on such date offset against any additional rent other than any percentage rent payable hereunder. As used in this Lease, the terms "minimum rent" and "minimum rental" mean the minimum rental set forth in this Section 5(a) as Landlord shall from time to time determine during each calendar year subsequent to the calendar year immediately next succeeding the Base Year. All amounts payable by Tenant as shown on said statement, less any amounts theretofore paid by Tenant on account of Landlord' 5 estimate of increases in operating expenses and direct taxes made adjusted pursuant to Section 4 hereof. As used in this paragraph 5.2Lease, shall be paid by Tenant upon delivery of said statement to Tenant. In the event that the Tenant has paid in any given year estimated increases beyond those later determined from actual reconciliationterms "rent and "rental" mean minimum rental, then such overpayment shall be applied toward the Rent for the following year orpercentage rental, if the Lease has terminated additional rental and not been renewed as provided herein, such overpayment shall be promptly refunded to Tenant. (b) The amount of any increase in operating expenses and direct taxes payable by Tenant for the first calendar year of the term and the calendar year in which this Lease terminates shall be prorated on the basis in which the number of days from and including the commencement of said calendar year to and including the date on which this Lease terminates bears to 365 and shall be all other sums due and payable when rendered notwithstanding termination of owing from Tenant to Landlord under this Lease.

Minimum Rent. (a) Tenant agrees to pay to Landlord, without demand, a ------------ as minimum monthly rental (the "Minimum Rent") rent for the Premisesdemised premises, for each and every monthequal consecutive monthly installments of Twenty-six Thousand Eighty-three Dollars ($26,083.00), payable in advance the first day of each month, based on the following schedule: 08/1/96 - 08/31/96 $20,110.00 09/1/96 - 11/30/96 $40,220.00 12/1/96 - 07/31/98 $60,330.00 08/1/98 - 07/31/00 $63,346.50 Should for any reason as set forth herein, the commencement date for a floor not be the first day of the month, the rent for that month shall be pro-rated for the number of days in the shortened month. Notwithstanding the above, Tenant shall have a ten (10) day grace period from the 1st of the month to the 10th of the month to pay rent to Landlord three times in each twelve-month period beginning on the Tenth Floor Commencement Date. (a) As Additional Rent, Tenant shall pay to Landlord at the times hereinafter set forth, an amount equal to (a) Tenant's Share specified hereinbelow of any increase in "operating expenses" (defined below in this paragraph 5.2) paid or incurred by Landlord on account of the operation or maintenance of the Building above such operating expenses paid or incurred by Landlord during the Base Year specified hereinbelow, and (b) Tenant's share of any increase in "direct taxes" (defined below in this paragraph 5.2) paid or incurred by Landlord in any calendar year in excess of those paid or incurred in the Base Year specified hereinbelow. Notwithstanding the foregoing to the contrary, Tenant shall not be responsible for any increase in "operating" expenses or increase in "direct taxes" attributable to any period of time commencing on the Tenth Floor Commencement Date commencement date, and ending on the first anniversary of the Tenth Floor Commencement Date. If at any time during the term of the Lease, less than ninety-five percent (95%) of the total leasable area of the Building is occupied, the operating expenses and direct taxes shall be adjusted by Landlord to reasonably approximate the operating expenses and direct taxes which would have been incurred if the Building had been at least ninety-five percent (95%) occupied. At or after the commencement of any calendar year subsequent to the Base Year Landlord may, but shall not be required to, notify Tenant of Landlord's estimate of the amount of any increase in operating expenses for such calendar year over operating expenses for the Base Year, the amount of any increase in direct taxes over those paid or incurred in the Base Year and of the amount of such estimated increases payable by Tenant. Tenant shall pay to Landlord continuing on the first day of each calendar month during such calendar year one-twelfth years one (1/121) through five (5) of the amount initial term of such estimated increases in operating expenses this Lease, monthly installments of Twenty-eight Thousand Four Hundred Seventy-three and direct taxes payable by Tenant hereunder; provided94/100 Dollars ($28,473.94) each calendar month during years six (6) through ten (10), however, that Tenant shall not be responsible for any increases in operating expenses or direct taxes allocable to the first twelve and monthly installments of Thirty-one Thousand Three Hundred Twenty-one and 34/100 Dollars (12$31,321.34) months each calendar month during years eleven (11) through fifteen (15) of the initial term of this Lease. Statements All such rental shall be payable to Landlord in advance, without prior written notice or demand and without any right of deduction, abatement, counterclaim or offset whatsoever (unless specifically permitted in this Lease). In no event shall Tenant have the amount right to offset more than twenty-five percent (25%) of actual operating expenses for the preceding minimum rent in any calendar year month, and the Base Year, of direct taxes for the appropriateyear and the Base Year and of the amount of such increases payable by Tenant shall be given have no right to Tenant on such date offset against any additional rent other than any percentage rent payable hereunder. As used in this Lease, the terms "minimum rent" and "minimum rental" mean the minimum rental set forth in this Section 5(a) as Landlord shall from time to time determine during each calendar year subsequent to the calendar year immediately next succeeding the Base Year. All amounts payable by Tenant as shown on said statement, less any amounts theretofore paid by Tenant on account of Landlord' 5 estimate of increases in operating expenses and direct taxes made adjusted pursuant to Section 4 hereof. As used in this paragraph 5.2Lease, shall be paid by Tenant upon delivery of said statement to Tenant. In the event that the Tenant has paid in any given year estimated increases beyond those later determined from actual reconciliationterms "rent and "rental" mean minimum rental, then such overpayment shall be applied toward the Rent for the following year orpercentage rental, if the Lease has terminated additional rental and not been renewed as provided herein, such overpayment shall be promptly refunded to Tenant. (b) The amount of any increase in operating expenses and direct taxes payable by Tenant for the first calendar year of the term and the calendar year in which this Lease terminates shall be prorated on the basis in which the number of days from and including the commencement of said calendar year to and including the date on which this Lease terminates bears to 365 and shall be all other sums due and payable when rendered notwithstanding termination of owing from Tenant to Landlord under this Lease.