Common use of of the Lease Clause in Contracts

of the Lease. Therefore, notwithstanding any Sublease provision to the contrary, Subtenant covenants to pay directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money of the United States at the address set forth above for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received by Landlord, Tenant shall receive credit under the Lease against current amounts then payable by Tenant to Landlord under the Lease, and Subtenant shall receive credit under the Sublease for those amounts; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from Landlord.

of the Lease. ThereforeFor all purposes of this Sublease, notwithstanding the calculation of usable square feet contained within the Subleased Premises and the Building shall be subject to final measurement and verification by Landlord’s licensed architect, at Landlord’s sole cost and expense, according to ANSI/BOMA Standard Z65.1-2010 (or any successor standard), and the rentable square feet contained within the Subleased Premises and the Building shall be the quotient of the usable square feet so calculated divided by .85, which measurement and verification may, at Subtenant’s option and at Subtenant’s sole cost and expense, be confirmed by Subtenant’s licensed architect. (The immediately preceding sentence shall be the sole and exclusive method used for the measurement and calculation of usable and rentable square feet under this Sublease provision for the Subleased Premises and the Building.) On request of Subtenant, Landlord shall provide Subtenant with a copy of Landlord’s architect’s verification and certification as to the contrary, Subtenant covenants actual usable and rentable square feet of the Subleased Premises prior to pay directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money Commencement Date. In the event of a variation between the United States at the address square footage set forth above for Landlord in this definition and the square footage set forth in such verification and certification, the Parties shall amend this Sublease accordingly to conform to the square footage set forth in such verification and certification, amending each provision that is based on usable or at such other place as Landlord may designate to Subtenant in writingrentable square feet, on or before the date due. To the extent including, without limitation, Sublease Basic Monthly Rent, Sublease Security Deposit, Subtenant’s Parking Stall Allocation, Subtenant’s Percentage of all rent Operating Expenses and other amounts actually paid by Subtenant and received by Landlord, Tenant shall receive credit under the Lease against current amounts then payable by Tenant to Landlord under the LeaseTI Allowance, and Subtenant shall receive credit under the Sublease for appropriately reconcile any payments already made pursuant to those amountsprovisions; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if Landlord’s architect and Subtenant’s architect disagree on the rent actually received by Landlord from Subtenant under amount of usable or rentable square feet within the Sublease exceeds Subleased Premises and the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this AgreementBuilding, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure disagreement is not resolved within three ten (310) business days after such measurement and verification is completed by Landlord’s architect, such disagreement shall be resolved by an independent, licensed architect mutually selected by Landlord and Subtenant, acting reasonably, the receipt cost of such notice from Landlordwhich architect shall be shared equally by the Parties.

of the Lease. Therefore, notwithstanding any Sublease provision Such Construction Documents shall substantially conform to the contrary, Subtenant covenants to pay directly to Landlord without abatement, deduction, offset, prior notice lay-out plan attached as Exhibit H. Tenant shall provide either (i) CAD drawings or demand by Landlord all rent (ii) one reproducible sepia set and other amounts payable to Tenant under the Sublease in lawful money 12 prints of the United States at Construction Documents. Tenant's Construction Documents or changes thereto shall be deemed approved if Landlord does not notify Tenant otherwise within ten (10) business days after submission of the address set forth above for Landlord complete Construction Documents or at such other place the complete change order as Landlord the case may designate to Subtenant in writing, on or before be. Within thirty (30) days after the date due. To the extent of all rent and other amounts actually paid by Subtenant and received by Landlordhereof, Tenant shall receive credit under retain Tenant's Architect (as defined herein) for the Lease against current amounts then payable Finish Work. If an architect other than Landlord's architect is selected by Tenant, Tenant shall provide a letter from such architect to Landlord under stating that the architect has carefully reviewed the requirements of this Lease, of any design manual or handbook provided to Tenant by Landlord with respect to the Finish Work, and Subtenant shall receive credit under the Sublease for those amounts; providedof any Finish Work design schedule, however, and that the receipt architect will comply with all such requirements including without limitation the submission deadlines stated in any Finish Work design schedule. Tenant shall also retain the services of the electrical and mechanical engineers engaged by Landlord for the Building, as well as Landlord's structural engineer if any portion of any rent Finish Work affects structural components of the Building. Even though such engineers (and architect if Tenant engages Landlord's architect) have been otherwise engaged by Landlord in connection with the Building, Tenant shall be solely responsible for the liabilities and expenses of all architectural and engineering services relating to the Finish Work (subject to reimbursement from the Construction Documents Allowance) and for the adequacy and completeness of the Construction Documents submitted to Landlord. The Construction Documents shall provide for the uniform exterior appearance of the Building Tenant shall be solely responsible for the timely preparation and submission to Landlord of the Construction Documents whether or other amounts from Subtenant not the Construction Documents are prepared in whole or in part by Landlord's engineers (or architect). Tenant agrees and acknowledges that substantial time will be required on its part to provide complete information concerning its requirements to its architect and engineers, and that it must make timely decisions as and when requested. Tenant will cause its personnel to devote such time as may be necessary to consult with its architect and engineers in order to enable them to complete the Construction Documents. The Construction Documents shall not be deemed or construed as releasing to have been submitted by Tenant from Tenant’s obligations under the Lease (except to the extent of such amounts actually received unless and until they are in a form in which they are thereafter approved by Landlord) or . If the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received Construction Documents are disapproved by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the LeaseLandlord, Landlord shall promptly remit fifty percent (50%) of state specifically the reasons for such excess disapproval, and Tenant shall forthwith cause the same to be corrected and resubmitted. No Tenant Work shall be effected except in accordance with and subject to Paragraph 10.3 complete, consistent, final Construction Drawings approved in advance by Landlord, which approval shall not be unreasonably withheld if the Construction Documents comply with this Section 3.3. The Construction Documents shall set forth in detail the requirements for construction of the Lease Tenant Work (meaning that such excess including all architectural, mechanical, electrical and structural drawings and detailed specifications), shall be calculated after reimbursing fully coordinated with one another and with field conditions as they exist in the Premises and elsewhere in the Building, and shall show all work necessary to complete the Tenant Work including all cutting, fitting, and patching and all connections to the mechanical and electrical systems and components of the Building. At Tenant's request, Landlord shall provide, at Tenant's expense, copies of existing architectural, mechanical, electrical and structural drawings pertaining to the Premises. However, Tenant's Architect shall ascertain all field dimensions and conditions which may be different from those shown on such drawings. The Tenant Work described in the Construction Documents (i) shall comply with all applicable laws, regulations, building codes, and reasonable and prudent design standards for reasonable advertising expensesa first-class office building, brokerage commissions(ii) shall not in any manner affect any structural component of the Building (including, tenant improvement costs without limitation, exterior walls, exterior windows, core walls, columns, roofs or floor slabs), (iii) shall in all respects be compatible with the mechanical, electrical and attorneys’ fees actually incurred by structural components and systems of the Building, (iv) shall not affect any space or area in or around the Building other than the Premises (including the exterior of the Building) except as expressly permitted in Articles XII, XIII, and XIV and in the Construction Drawings, (vi) and with respect to all materials, equipment and special designs, processes, or products, not infringe on any patent or other proprietary rights of others. Landlord's approval of Construction Documents shall signify Landlord's consent to the Tenant Work shown thereon only and payable shall not result in any responsibility of Landlord concerning compliance of the Tenant Work with laws, regulations, or codes, coordination of any aspect of the Tenant Work with any other aspect of the Tenant Work or any component or system of the Building, or the feasibility of constructing the Tenant Work without damage or harm to non-affiliated third parties in connection with such assignment or subleasingthe Building, all of which must shall be amortized over the sole responsibility, and shall be corrected or repaired at the sole cost, of Tenant in the event of a breach of the foregoing warranties (it being understood that Landlord shall, except in cases of emergency, refrain from undertaking any such correction or repair of Tenant Work in the Premises if Tenant performs such work within the applicable assignment or sublease term). Landlord shall give notice and cure periods.) Tenant prompt may, from time to time, by written notice if Subtenant fails to pay any monthly rent order to Landlord when due under this Agreementon a form specified by Landlord ("Finish Work Change Order"), request a change in the Finish Work shown on the Construction Documents, subject to Landlord's approval, which approval shall not be unreasonably withheld. The Construction Documents shall not be modified in any material respect except with Landlord's prior written approval; and no late charge all modifications to the Construction Documents, whether material or default interest not, shall be payable made only by Finish Work Change Order submitted to Landlord and approved by Landlord, provided that Landlord's approval is not required for minor adjustments in the Construction Documents that are cosmetic in nature and do not affect the Building structure or the Building systems. However, Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after shall notify Landlord of said adjustments and shall provide Landlord with copies of the receipt of such notice from Landlordmodified plans.

of the Lease. ThereforeThe Improvements Allowance shall be separately accounted for and disbursed on a pro rata basis based on a Leasehold Cost budget for the Xxxxxx Premises (the “Leasehold Cost-Xxxxxx Premises”), notwithstanding and a separate Leasehold Cost budget for the Premises (and, subject to the provisions of Paragraph 8 below, Tenant may elect in its sole discretion to apply a portion of the Landlord Allowance toward the Leasehold Work – Xxxxxx Premises) (the “Leasehold Cost-Premises”) as more particularly described below. In the event that the Leasehold Cost is greater than the Improvements Allowance, then a portion of the Improvements Allowance (or such portion thereof as has not previously been disbursed to pay Tenant's architectural, engineering and project management costs) shall be disbursed to Tenant or the Leasehold Contractor in pro rata payments, based on the percentage of the Leasehold Work that has been completed (but not in excess of the sums actually being disbursed to the Leasehold Contractor). If the cost to construct the Leasehold Work, as adjusted by any Sublease provision increase or decrease in Leasehold Costs resulting from change order, will exceed the unapplied (and unreserved) portion of the Improvements Allowance (the "Unused Allowance"), then Landlord's pro rata share of the requisition shall be determined by multiplying said requisition by a fraction, the numerator of which is the amount of the Unused Allowance as of the date of such requisition, and the denominator of which is the total cost to complete the Leasehold Work as adjusted by any increase or decrease in Leasehold Costs resulting from change orders as of such date. Notwithstanding the foregoing to the contrary, Subtenant covenants a condition precedent to pay directly Landlord’s obligation to disburse any portion of the Improvements Allowance shall be the delivery to Landlord without abatementof (I) invoices for portions of the Leasehold Work, deduction(II) partial lien waivers for such work from all persons or entities that could file mechanics' or materialmen's liens against the Building or the Land with respect to all work performed or services or materials provided through the date of each such invoice (subject only to receipt of the requisitioned amount), offset(III) evidence that all labor or materials included within the Leasehold Work for which a requisition is being submitted has been incorporated into the Unified Premises in accordance with this Work Agreement, prior notice or demand (IV) written authorization from Tenant to disburse the portion of the Improvements Allowance being requisitioned and (V) such other documentation as may be reasonably requested by Landlord all rent and other amounts payable to Tenant under or its lender. In the Sublease in lawful money of the United States at the address set forth above for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received by Landlord, Tenant shall receive credit under the Lease against current amounts then payable by Tenant to Landlord under the Lease, and Subtenant shall receive credit under the Sublease for those amounts; provided, however, event that the receipt by Landlord actual Leasehold Cost is greater than the Leasehold Contractor's approved bid thereof plus the cost of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (change orders, then, except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess results from any Landlord Delay or Landlord’s gross negligence or willful misconduct, Tenant shall pay to Landlord as additional rent the excess of the actual Leasehold Cost over the Improvements Allowance as and when such payments are due (i.e., Tenant shall pay its pro rata share of each requisition as described in Paragraph 7(b) hereof). Subject to compliance with the provisions of Paragraph 8 with respect to application of the Improvements Allowance, any portion of the Improvements Allowance that remains unreserved and unapplied by July 21, 2005 (but not in excess of Five Dollars ($5.00) per rentable square foot) shall be applied against the annual base rent first due and owing following the Lease Commencement Date (the “Base Rent Allotment”). In addition, Tenant may use up to Five Dollars ($5.00) per rentable square foot for relocation costs, including, movers, consultants, furniture and equipment takedown and set up, data and telephone cabling and signage (the “Relocation Allotment”). Any unapplied portion of the Improvements Allowance in excess of the Base Rent Allotment and the Relocation Allotment shall be deemed waived and forfeited. Improvements Allowance. Landlord hereby agrees to grant Tenant an allowance (the "Improvements Allowance") in an amount equal to Eleven Million Two Hundred Twenty-One Thousand Three Hundred Dollars ($11,221,300.00), to be applied in accordance with this Work Agreement. A portion of the improvements allowance provided to Xxxxxx under the Xxxxxx Lease in the amount of Two Million Nine Hundred Forty-One Thousand Seven Hundred Forty-One Dollars ($2,941,741.00) (the “Unfunded Xxxxxx Allowance”) has not yet been disbursed under the Xxxxxx Lease, Landlord's agreement to advance Unfunded Xxxxxx Allowance shall be deemed to satisfy Landlord’s obligation under the Xxxxxx Lease to advance any further allowance to Xxxxxx except to the extent any portion of the Unfunded Xxxxxx Allowance remains undisbursed (and uncommitted) as of the date of any termination of the Xxxxxx Sublease. The parties hereby agree that (a) at least Three Million Seven Hundred Twenty-Four Thousand Nine Hundred Thirty Dollars ($3,724,930.00) shall be applied toward the cost of Leasehold Work-Xxxxxx Premises (subject to Paragraph 10.3 Tenant applying (as provided in paragraph 7(c) hereof) a portion of such sum toward the Base Rent Allotment and the Relocation Allotment); (b) with respect to each floor of the Lease Unified Premises other than the 15th and 16th floors, Tenant shall expend at least Thirty Dollars (meaning that $30.00) per square foot of rentable area on such excess floor toward the cost of Leasehold Work on such floor, and together with each request for disbursement, Tenant shall be calculated after reimbursing provide documentation as to the total then-current amount expended on each such floor; (c) Landlord shall have the right to audit Tenant’s books and records with respect to the Leasehold Work on an open-book basis; (d) if Tenant for reasonable advertising expensesfails to expend at least Thirty Dollars ($30.00) per square foot on each floor of the Unified Premises other than the 15th and 16th floors, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable then Landlord shall have the right to non-affiliated third parties in connection with reserve any such assignment or subleasing, all unused portion of which must be amortized over the Improvement Allowance until further improvements are constructed on the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from Landlordfloor.

of the Lease. ThereforeThe Dish/Antenna Payments shall constitute Additional Rent under the terms of the Lease and Tenant shall be required to make these payments in the same manner and at the same time as other payments of Additional Rent and in strict compliance with the terms of Section 4 of the Lease. Landlord reserves the right, notwithstanding any Sublease provision at Landlord's sole cost and expense, to relocate the Roof Space, together with Tenant's Dish/Antenna equipment and appurtenances, as reasonably necessary during the Term. Landlord's designation shall take into account Tenant's use of the Dish/Antenna and the operating efficiency and/or functionality of same. Notwithstanding the foregoing, Tenant's right to install the Dish/Antenna shall be subject to the contraryapproval rights of Landlord and Landlord's architect and/or engineer with respect to the plans and specifications of the Dish/Antenna, Subtenant covenants the manner in which the Dish/Antenna is attached to pay directly the roof of the Building and the manner in which any cables are run to and from the Dish/Antenna. The Dish/Antenna must be tagged with weatherproof labels showing manufacturer, model, frequency range, and name of Tenant. In addition, the cable between the Dish/Antenna and Tenant's suite must be tagged in the telecom closet on each floor with a label showing Tenant's name, phone number and suite number. In addition to the Plans and Specifications, all other documents Landlord reasonably requires (and requests in writing not later than the date of Landlord's delivery of the applicable Advice or ROFO Notice) to review the installation of the Dish/Antenna (collectively, the "ADDITIONAL INFORMATION") shall be submitted to Landlord without abatementfor Landlord's written approval no later than 20 days before Tenant commences to install the Dish/Antenna. Tenant shall be solely responsible for obtaining all necessary governmental and regulatory approvals and for the cost of installing, deductionoperating, offset, prior notice or demand by maintaining and removing the Dish/Antenna. Tenant shall notify Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money upon completion of the United States at installation of the address set forth above for Dish/Antenna. If Landlord determines that the Dish/Antenna equipment does not comply with the approved Plans and Specifications and Additional Information, that the Building has been damaged during installation of the Dish/Antenna or at such other place that the installation was defective, Landlord shall notify Tenant of any noncompliance or detected problems and Tenant shall promptly commence and diligently cure the defects. If the Tenant fails to promptly commence and diligently cure the defects, Landlord shall have the right, but not the obligation, to cure the same and Tenant shall pay to Landlord upon demand the cost, as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received reasonably incurred by Landlord, of correcting any defects and repairing any damage to the Building caused by such installation. If at any time Landlord, in its sole discretion, deems it necessary, Tenant shall receive credit under provide and install, at Tenant's sole cost and expense, appropriate aesthetic screening, reasonably satisfactory to Landlord, for the Lease against current amounts then payable by Tenant to Landlord under Dish/Antenna (the Lease, and Subtenant shall receive credit under the Sublease for those amounts; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term"AESTHETIC SCREENING"). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from Landlord.

of the Lease. ThereforeLandlord shall have the right to proceed against Guarantor under this Guaranty immediately upon the occurrence of Tenant Default, notwithstanding without first pursuing any Sublease provision to the contrary, Subtenant covenants to pay directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money of the United States at the address set forth above for Landlord or at such other place as remedies Landlord may designate have against Tenant or any other guarantor of Tenant Obligations and without first obtaining a judgment against Tenant or any other guarantor of Tenant Obligations. Should Landlord desire to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received by Landlordproceed against Guarantor, Tenant shall receive credit and/or any other guarantor of Tenant Obligations under the Lease in any action related to a Tenant Default, Guarantor may be joined in such action and recovery may be had against current amounts then payable Guarantor in such action to the full extent of Guarantor’s liability hereunder. This Guaranty shall not be affected or diminished by any assignment of the Lease or any waiver by Landlord of any provisions of the Lease. In addition, this Guaranty shall not be affected or diminished by any amendment or modification of the Lease entered into while Tenant to Landlord is owned by Guarantor and Centerre Healthcare Corporation (“Centerre”). If there is an amendment or modification of the Lease that (i) is entered into while Tenant is not owned by Guarantor and Centerre, and (ii) increases the liabilities or obligations of Tenant under the Lease, and Subtenant then Guarantor shall receive credit under the Sublease not be responsible for those amountsany such increased liabilities or obligations; provided, howeverthis Guaranty shall not be affected or diminished by any amendments or modifications to the Lease that decrease Tenant’s liabilities or obligations, that the receipt any waivers or forbearance by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except to the extent of such amounts actually received by Landlord) Lease, or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received any extensions or time by Landlord from Subtenant under for the Sublease exceeds the rent payable by Tenant performance of Tenant’s obligations under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from Landlord.

of the Lease. ThereforeLandlord may adjust its estimates of Total Operating Costs at any time based upon Landlord's experience and reasonable anticipation of costs, notwithstanding upon at least ten business days prior written notice specifying the reasons for any Sublease provision adjustments. Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. Within 120 days after the end of each fiscal year (which shall be January 1 through December 31 for this Lease) during the Term, Landlord shall deliver to Tenant a statement (the "Statement") prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year. Within thirty days after Tenant's receipt of such Statement, there shall be an adjustment made in good faith between Landlord and Tenant, with payment to or credit given by Landlord (as the case may be) in order that Landlord shall have received the actual amount of Total Operating Costs for such period. Tenant (and its accountants and representatives) shall have the right, within thirty days of receipt of the Statement, to notify Landlord that it would like to audit Landlord's books and records with respect to the contraryTotal Operating Costs. Such audit is to be at Tenant's sole cost and expense (except as provided in the following sentence) and is to performed and completed within two months of the receipt of the Statement by Tenant. If such audit reveals that the Total Operating Costs billed to Tenant exceed the actual Total Operating Costs by more than five percent, Subtenant covenants Landlord shall pay the reasonable costs of such audit. In addition to its obligation to pay Base Rent and Total Operating Expenses, Tenant is required hereunder to pay directly to Landlord without abatementsuppliers, deductionvendors, offsetcarriers, prior notice or demand by Landlord all rent contractors, etc. certain maintenance expenses, insurance premiums, utility costs, personal property taxes, cleaning and other amounts payable expenses (collectively "Additional Expenses"). If Landlord pays for any Additional Expenses in accordance with the terms of this Lease, Tenant's obligation to Tenant under the Sublease in lawful money of the United States at the address set forth above for Landlord or at reimburse such other place as Landlord may designate to Subtenant in writing, on or before the date duecosts shall be an Additional Rent obligation. To the extent of all rent and other amounts actually paid by Subtenant and received by LandlordUnless this Lease provides otherwise, Tenant shall receive credit under pay all Additional Rent then due with the Lease against current amounts then payable by next monthly installment of Base Rent due after Tenant to Landlord under received written notice of the Lease, and Subtenant shall receive credit under the Sublease for those amounts; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except to the extent amount of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from LandlordAdditional Rent.

of the Lease. ThereforeIf the Allowance has not been fully disbursed as of December 31, notwithstanding 2003, any Sublease provision to the contrary, Subtenant covenants to pay directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money remaining balance of the United States at Allowance shall become the address set forth above for property of Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received by Landlord, Tenant shall receive credit forever lose any right or claim to such remaining balance, provided that up to $5.00 per square foot of Net Rentable Area of said Allowance may be applied at Tenant's written request to first accruing Base Rental under the Lease as to the portions of the Remaining Premises located on Floors 24 and 25 of the Building. Notwithstanding anything to the contrary contained herein, in no event shall Landlord be obligated under this Paragraph 9 for an amount in excess of the Allowance. Additionally, upon written notice identifying any delinquencies by Tenant, Landlord shall be permitted to offset against current the undisbursed Allowance any amounts then payable by Tenant past due to Landlord under the Lease, and Subtenant shall receive credit under the Sublease for those amounts; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant . The allowances provided for in accordance with and subject to Paragraph 10.3 Section 5.4 of the Lease (meaning that such excess shall not be payable with respect to the portion of the Remaining Premises located on Floors 24 and 25 of the Building. The Allowance shall be calculated after reimbursing used at Tenant's discretion, which shall include, but not be limited to, the completion of tenant improvements, architectural fees, engineering and construction management fees, voice and data cabling costs, and any relocation costs for the Remaining Premises. In the event the leasehold improvements in or about the Remaining Premises have already been completed by Tenant, Tenant shall submit all applicable invoices to Landlord for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term)reimbursement. Landlord shall give reimburse Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three thirty (330) business days after the of Landlord's receipt of such notice from Landlordinvoices, together with permits, certificates of occupancy, lien waivers and the other items and information required under Section 5.4.1 of the Lease, for the exact amount of the invoices submitted by Tenant up to the maximum allowance of $15.00 per square foot of Net Rentable Area ($773,565).

of the Lease. ThereforeIf a Mortgage Event of Default exists, notwithstanding Owner Trustee shall have the following rights hereunder, any Sublease provision to the contrary, Subtenant covenants to pay of which may be exercised directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money Owner Participant. If as a result of the United States at occurrence of a Mortgage Event of Default in respect of the address set forth above for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent nonpayment by Lessee of all rent and other amounts actually paid by Subtenant and received by Landlord, Tenant shall receive credit under the Lease against current amounts then payable by Tenant to Landlord Basic Rent due under the Lease, Loan Trustee shall have insufficient funds so as to make any payment of the Original Amount and Subtenant shall receive credit under interest on any Equipment Note on the Sublease for those amounts; providedday it becomes due and payable, howeverOwner Trustee or Owner Participant may, that the receipt by Landlord of any rent or other amounts from Subtenant but shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except obligated to, pay Loan Trustee prior to the extent of such amounts actually received by LandlordEnforcement Date, in the manner provided in (ss.) or the acceptance of Subtenant as a direct tenant; provided further2.05, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant for application in accordance with and subject (ss.) 3.01, an amount equal to Paragraph 10.3 the portion of the Lease Original Amount and interest (meaning that including interest, if any, on any overdue payments of such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs portion of Original Amount and attorneys’ fees actually incurred by Tenant interest) then due and payable on the Equipment Notes, and, unless Owner Trustee or Owner Participant has cured Mortgage Events of Default in respect of payments of Basic Rent on each of the six immediately preceding Basic Rent payment dates, or Owner Trustee has cured 12 previous Mortgage Events of Default in respect of payments of Basic Rent, such payment by Owner Trustee or Owner Participant shall, solely for purposes of this Mortgage be deemed to non-affiliated third parties in connection with such assignment or subleasingcure any Mortgage Event of Default which would otherwise have arisen on account of the nonpayment by Lessee of such, all installment of which must be amortized over the applicable assignment or sublease termBasic Rent (but not any other existing Mortgage Default). Landlord If any Mortgage Event of Default (other than in respect of the nonpayment of Basic Rent by Lessee) which can be cured has occurred, Owner Trustee or Owner Participant may, but shall give Tenant prompt written notice if Subtenant fails not be obligated to, cure such Mortgage Event of Default prior to pay any monthly rent the Enforcement Date as is necessary to Landlord when due under this Agreementaccomplish the observance or performance of the defaulted covenant, and no late charge condition or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from Landlordagreement.

of the Lease. Therefore, notwithstanding any Sublease provision to the contrary, Subtenant covenants to pay directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant Guarantor shall be released from further liability under the Sublease in lawful money of the United States at the address set forth above for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received by Landlord, Tenant shall receive credit under the Lease against current amounts then payable by Tenant to Landlord under the Lease, and Subtenant shall receive credit under the Sublease for those amounts; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease this Guaranty (except to the extent that Lessee shall remain liable for obligations under the Lease arising prior to the date of such amounts actually received Permitted Transfer under the provisions of the last proviso set forth in Paragraph 12.1(b) unless the new guarantor expressly guaranties such continuing obligations) (i) if a new guaranty of lease, in substantially the form attached to the Lease as Exhibit F, is executed by Landlorda new guarantor which meets the Financial Suitability Test or (ii) if the transferee meets the Financial Suitability Test. As used herein, the “Financial Suitability Test” means that, when the Permitted Transfer is effective, and giving effect to the transactions of which the Permitted Transfer is a part, the Permitted Transfer transferee or the new guarantor, as the case may be, shall have a ratio of total debt to EBITDA (earnings before interest, taxes, depreciation or amortization), determined on a proforma basis, which is not greater than the ratio of debt to EBITDA of the Guarantor as of the Commencement Date of the Lease. It is specifically agreed that the terms of the foregoing Lease may be modified by agreement between Lessor and Lessee, or by a course of conduct, and said Lease may be assigned by Lessor or any assignee without consent or notice to Guarantors and that this Guaranty shall guarantee the performance of said Lease as so modified. This Guaranty shall not be released, modified or affected by the failure or delay on the part of Lessor to enforce any of the rights or remedies of the Lessor under said Lease, whether pursuant to the terms thereof or at law or in equity. No notice of default need be given to Guarantors, it being specifically agreed that the guarantee of the undersigned is a continuing guarantee under which Lessor may proceed immediately against Lessee and/or against Guarantors following any breach or default by Lessee or for the enforcement of any rights which Lessor may have as against Lessee under the terms of the Lease or at law or in equity. Lessor shall have the right to proceed against Guarantors hereunder following any breach or default by Lessee without first proceeding against Lessee and without previous notice to or demand upon either Lessee or Guarantors. Guarantors hereby waive (a) notice of acceptance of Subtenant as a direct tenant; provided furtherthis Guaranty, however(b) demand of payment, that if presentation and protest, (c) all right to assert or plead any statute of limitations relating to this Guaranty or the rent actually received by Landlord from Subtenant under Lease, (d) any right to require the Sublease exceeds Lessor to proceed against the rent payable by Tenant Lessee or any other Guarantor or any other person or entity liable to Lessor, (e) any right to require Lessor to apply to any default any security deposit or other security it may hold under the Lease, Landlord (f) any right to require Lessor to proceed under any other remedy Lessor may have before proceeding against Guarantors, (g) any right of subrogation. Notwithstanding the foregoing, Guarantor shall promptly remit fifty percent (50%) be entitled to assert any defense that Lessee could assert under the Lease other than any defense arising from the operation of any state or federal bankruptcy laws. Guarantors do hereby subrogate all existing or future indebtedness of Lessee to Guarantors to the obligations owed to Lessor under the Lease and this Guaranty. If a Guarantor is married, such excess to Tenant in accordance with and subject to Paragraph 10.3 Guarantor expressly agrees that recourse may be had against his or her separate property for all of the obligations hereunder. The obligations of Lessee under the Lease (meaning that such excess to execute and deliver estoppel statements and financial statements, as therein provided, shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs deemed to also require the Guarantors hereunder to do and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over provide the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from Landlordsame.

of the Lease. Therefore, notwithstanding Notwithstanding any Sublease provision herein to the contrary, Subtenant covenants the commencement of payment of Minimum Annual Rent with respect to pay directly the Additional Expansion Space shall occur effective January 1, 2004 (the "Additional Expansion Space Commencement Date"), whether or not Tenant improvements in the Additional Expansion Space as outlined in Exhibit B entitled "Landlord's Work with respect to the Additional Expansion Space" have been completed. Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable shall provide to Tenant under the Sublease Tenant Improvement Allowance for Additional Expansion Space of $8.00 per rentable square foot (totaling $60,712.00), as set forth in lawful money Section 2.08 of the United States at Lease. The improvements to the address Additional Expansion Space and the work to be performed are as set forth above for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date dueExhibit B attached hereto and incorporated herein by this reference. To the extent that the Tenant Improvement Allowance exceeds the cost of all rent and the work required by Tenant as set forth in Exhibit B, any excess funds shall be disbursed to the Tenant upon completion of the Landlord's Work with respect to the Additional Expansion Space, with such excess funds being delivered to the Tenant for Tenant's use in connection with other amounts actually paid by Subtenant and received by Landlordpresent or future improvements (including without limitation, the fixturing, cabling, networking or equipping thereof) to the Leased Premises. In the event that the Work described in Exhibit B exceeds the Tenant Improvement Allowance for the Additional Expansion Space, the Tenant shall receive credit under the Lease against current amounts then payable by Tenant pay to Landlord under such excess cost within ten days after Landlord notifies Tenant and delivers to Tenant evidence of the Leaseactual cost of the aforesaid work. It is expressly agreed and acknowledged that any contractor engaged to perform the Work as described in Exhibit B hereto shall be mutually acceptable to both Landlord and Tenant. On July 1, 2009, the commencement of the eleventh Lease Year and Subtenant shall receive credit under the Sublease for those amounts; providedfirst Lease Year of the extended Term effectuated by this Amendment, howeveror at anytime thereafter during such extended Term, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from upon Tenant’s obligations under the Lease (except 's written request submitted to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent be obligated to repaint, re-wallpaper, re-stain doors, and re-carpet the Leased Premises as required by the Tenant at Landlord's expense up to a maximum aggregate expense of $8.00/RSF (50%a maximum of $352,976.00) of such excess (hereinafter referred to Tenant as the "Refurbishment Allowance"). This Refurbishment Allowance shall be in accordance with and subject to Paragraph 10.3 lieu of the Lease (meaning that such excess shall be calculated after reimbursing Tenant Landlord's obligation to refurbish the Leased Premises "upon commencement of the first exercised extension," as provided for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all Section 2.07 of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from LandlordLease.

of the Lease. Therefore, notwithstanding any Sublease provision 5. The consent herein granted shall not be deemed to be a consent to the contraryperformance of alterations, Subtenant covenants installation of signs, or to pay directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under any change in the present manner of the operation of business conducted at the Sublease in lawful money of Premises, or to any other matter that may be referred to or contemplated by the United States at Sublease Agreement (other than the address set forth above for Landlord or at such other place as Landlord may designate Sublease itself) to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received by Landlord, Tenant shall receive credit under the Lease against current amounts then payable by Tenant to Landlord that any such consent would be required under the Lease. 6. The consent herein granted shall not be deemed to be an acknowledgment of the validity or accuracy of any recital, statement or representation contained in the Sublease Agreement, or a waiver of any uncollected or unbilled Fixed Rent, additional rent or other charges that may be due or payable under the Lease. 7. Landlord shall not be deemed a party to the Sublease or the Sublease Agreement, and Subtenant shall receive credit under Landlord’s consent to the Sublease for those amountsshall not bind Landlord to any term or provision contained therein. 8. Sublandlord and Subtenant jointly represent to Landlord that the Sublease Agreement annexed hereto is a true copy of the Sublease Agreement, and constitutes the entire agreement between Sublandlord and Subtenant relating to the Sublease consented to herein. Sublandlord and Subtenant agree that they will not change, modify or amend the Sublease Agreement without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant Landlord’s consent shall not be deemed required in connection with any cancellation or construed as releasing Tenant termination of the Sublease Agreement including, without limitation, pursuant to an express termination right set forth in the Sublease Agreement (including, without limitation, Sublandlord’s right to terminate the Sublease Agreement in the event of a default by Subtenant thereunder and Subtenant’s right to terminate the Sublease Agreement set forth in Section 2(c) thereof). Sublandlord and Subtenant shall provide Landlord with a copy of any agreement amending (after the above referenced consent has been obtained from Tenant’s obligations under the Lease (except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under terminating the Sublease exceeds Agreement after the rent payable execution thereof by Tenant under Sublandlord and Subtenant. 9. Each of Sublandlord and Subtenant represents and warrants to Landlord that, except as expressly set forth in the LeaseSublease Agreement, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance neither Sublandlord nor Subtenant has employed, dealt with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties or negotiated with any broker in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease termSublease other than Xxxxx Xxxx LaSalle Brokerage Inc. (the “Broker”). Sublandlord and Subtenant jointly and severally covenant and agree to indemnify Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreementagainst, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three hold Landlord harmless from, any and all liability, damage, cost and expense (3) business days after the receipt of such notice from Landlord.including, without limitation, reasonable

of the Lease. ThereforeIn the ----------- event Tenant makes the repair or replacement, notwithstanding any Sublease provision to and such work will affect the contrarystructure of the Building and/or the Building systems, Subtenant covenants to pay directly to Landlord without abatement, deduction, offset, prior notice or demand Tenant shall use only those contractors used by Landlord all rent in the Building for work on such structure of the Building or Building systems unless such contractors are unwilling or unable to perform, or timely and competitively perform, such work, in which event Tenant may utilize the services of any other amounts payable qualified contractor which normally and regularly performs similar work in comparable buildings. Furthermore, if Landlord does not deliver a detailed written objection to Tenant under the Sublease in lawful money within thirty (30) days after receipt of the United States at the address set forth above for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent an invoice by Tenant of all rent and other amounts actually paid by Subtenant and received its costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then Tenant shall receive credit under the Lease against current amounts then payable by Tenant be entitled to Landlord under the Leasededuct, and Subtenant shall receive credit under the Sublease for those amounts; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent Rent payable by Tenant under the Lease, the amount set forth in such invoice. If, however, Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of the Lease or that the charges are excessive (in which case Landlord shall promptly remit fifty percent pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from Rent, but as Tenant's sole remedy, Tenant may proceed to claim a default by Landlord or, if elected by either Landlord or Tenant, the matter shall proceed to resolution by the selection of an arbitrator to resolve the dispute, which arbitrator shall be selected and qualified pursuant to the procedures set forth in Section 16 (50%Arbitration) of the Lease, and whose costs shall be paid for by ---------- the losing -19- party, unless it is not clear that there is a "losing party," in which event the costs of arbitration shall be shared equally. If Tenant prevails in the arbitration, the amount of the award (which shall include interest at the Interest Rate from the time of each expenditure by Tenant until the date Tenant receives such excess amount by payment or offset and attorneys' fees and related costs) may be deducted by Tenant from the rents next due and owing under the Lease. Notwithstanding the foregoing, Tenant shall have the right to make repairs or replacements which Landlord is otherwise required to make hereunder, and to recover up to $25,000 of the cost thereof as provided in the preceding paragraph, without written notice to Landlord, if each of the following conditions is met: (i) such repairs or replacements must be made immediately in order to avoid imminent danger to life or significant property damage, (ii) the need for such repairs or replacements became known to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning such a time frame that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, is not practical and no late charge or default interest shall be payable by (iii) Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of gives such notice from Landlordto Landlord as is practical in the circumstances.

of the Lease. Therefore1.1 Subject to Section 1.4 below, notwithstanding any Sublease provision Landlord anticipates delivery of the Expansion Space will occur on September 1, 2019 (the “Anticipated Expansion Delivery Date”) and Tenant shall accept possession of the Expansion Space as of the date Landlord delivers possession of the Expansion Space to Tenant (the “Expansion Delivery Date”) in the Delivery Condition as defined in the Work Letter attached to the contrary, Subtenant covenants Lease as Exhibit B (the “Work Letter”). If Landlord fails to pay directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under deliver the Sublease in lawful money Expansion Space within sixty (60) days of the United States at Anticipated Expansion Delivery Date in the address set forth above for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received by LandlordDelivery Condition, Tenant shall receive credit under be entitled to an abatement of Base Rent in an amount equal to the Lease against current amounts then payable by per diem Base Rent for the Expansion Space that would have been applicable to the Expansion Space had Landlord delivered the Expansion Space on the Anticipated Expansion Delivery Date in the Delivery Condition, for every day in the period beginning on the Anticipated Expansion Delivery Date and ending on the Expansion Delivery Date. Any abatement accrued pursuant to this Section 1.1 shall be automatically applied to the first payment of Base Rent due on the Expansion Space Landlord and Tenant to acknowledge and agree that: (i) the determination of the date on which Landlord under tenders possession of the Lease, and Subtenant subject Expansion Space shall receive credit under the Sublease be delayed on a day for those amounts; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except day basis for each day to the extent such delay is caused by the acts or omissions of such amounts actually received Tenant or any Tenant Parties (including without limitation, any failure of Tenant to timely deliver any additional insurance certificate or security required to be delivered with the Expansion Space, as applicable); and (ii) the Anticipated Expansion Delivery Date shall be postponed by the number of days Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 ’s delivery of the Lease (meaning that such excess subject Expansion Space is delayed due to events of Force Majeure. In no event shall Tenant be calculated after reimbursing Tenant for reasonable advertising expensesrequired to take delivery of the Expansion Space prior to September 1, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from Landlord2019.

of the Lease. ThereforeThe right of renewal herein granted to Tenant shall be subject to, notwithstanding and shall be exercised in accordance with, the following terms and conditions: Tenant shall exercise its right of renewal with respect to the Renewal Term by giving Landlord written notice of the exercise thereof (the "renewal option notice") within the period (the “Election Period”) commencing on December 31, 2013 and expiring on June 30, 2014. In the event that the renewal option notice is not given in a timely manner, Tenant's right of renewal with respect to the Renewal Term shall lapse and be of no further force or effect. If there exists a monetary or material non-monetary Event of Default under the Lease, on the date the renewal option notice is given or on the day prior to the commencement date of the Renewal Term, then, at Landlord's option, the renewal option notice shall be totally ineffective and Tenant's right of renewal as to the Renewal Term shall lapse and be of no further force of effect. If Landlord elects to rescind Tenant's right to extend the Lease for the Renewal Term as set forth in the preceding sentence, Landlord shall do so within 30 days after Tenant elects to extend the Lease for the Renewal Term, or with respect to Events of Default existing on the day prior to the commencement date of the Renewal Term, within 30 days after such date. Promptly following Landlord's timely receipt of the renewal option notice for the Renewal Term, Landlord and Tenant shall commence negotiations concerning the amount of annual base rent which shall be payable during each year of the Renewal Term, it being intended that such annual base rent shall be equal to ninety-five percent (95%) of the then prevailing fair market rent for the Premises during the Renewal Term. The parties shall have thirty (30)days after Landlord's receipt of the renewal option notice in which to agree on the annual base rent which shall be payable during each year of the Renewal Term and the Lease security that may be required. The parties shall be obligated to conduct such negotiations in good faith. Among the factors to be considered by the parties during such negotiations shall be (i) the general office rental market in the Market Area, (ii) rental rates then being obtained by other building owners for office buildings of comparable size, location and quality to the Building in the Market Area, (iii) the rental rates then being obtained by Landlord for comparable office space in "as is" condition in the Building, (iv) escalations and passthroughs of Operating Expenses as provided in the Lease, (v) concession packages then being given or obtained by other building owners for office buildings in the Market Area, of comparable size, location and quality to the Building, (vi) concession packages then being given or obtained by Landlord for comparable office space in the Building, (vii) the parking rights granted to Tenant under this Lease, (viii) the location of the Premises within the Building, (ix) whether or not Landlord shall be required to pay any Sublease provision commissions in connection with the renewal, and (x) any other criteria or factors that would fairly be taken into consideration in determining the economics of market lease transactions in the Market Area, including, without limitation, any cost savings arising out of the fact that the parties are renewing an existing lease. Vacancy periods shall not be considered by the parties during such negotiations. If the parties agree on the base rent payable during each year of the Renewal Term, they shall promptly execute an amendment to the Lease stating the rent so agreed upon. If, during such thirty (30) day period referred to in subparagraph (b) above, the parties are unable to agree on the base rent payable during the applicable Renewal Term, then the fair market rent and Lease security shall be determined in accordance with the “Three-Broker” procedure set forth in this Paragraph 1(c). Within ten (10) days after expiration of such thirty (30) day period, the parties shall appoint an independent, unaffiliated real estate broker (“Broker”) who shall be mutually agreeable to both Landlord and Tenant, shall be a member of the National Association of Realtors or the Greater Washington, D.C. Association of Realtors, and shall have at least ten (10) years relevant experience in office rentals in the northern Virginia market. If the parties are unable to agree on a Broker within such ten (10) day period, then each party, within five (5) days after the expiration of the aforesaid ten (10) day period, shall appoint a Broker (with the same qualifications) and the two (2) Brokers shall together appoint a third Broker with the same qualifications. The Broker or Brokers so appointed then shall determine, within sixty (60) days after the appointment of such Broker or Brokers, the then fair market base rent for the Premises. Among the factors to be considered by the Broker(s) in determining the fair market base rent for the Premises shall be those factors set out in Paragraph 1(b) above. The figure arrived at by the Broker (or the average of the figures arrived at by the three Brokers, if applicable) shall be used as the fair market base rent for such renewal term. If the Three Broker method is chosen, then if any Broker's estimate of fair market base rent is either (x) less than ninety percent (90%) of the average figure or (y) more than one hundred ten percent (110%) of such average, then the fair market rent will be either (1) the average of the remaining two (2) Brokers’ figures falling within such a range of percentages, (2) the remaining Broker’s figure which is within such range of percentages or (3) if none of the figures are within such range, the average of the three (3) Brokers’ figures. Landlord and Tenant shall each bear the cost of its Broker and shall share equally the cost of the third Broker. During the Renewal Term, all the terms, conditions, covenants and agreements set forth in the Lease shall continue to apply and be binding upon Landlord and Tenant, except that (i) the annual base rent payable during each year of the Renewal Term shall be the amount agreed upon by Landlord and Tenant in the manner provided in Paragraphs 1(b) and 1(c) above, (ii) in no event shall Tenant have the right to renew the term of the Lease, or any renewal term thereof, beyond the expiration of the Renewal Term, (iii) no abatements, allowances or other concessions shall apply during the Renewal Term, except to the extent otherwise agreed to by the parties in accordance with this Rider, (iv) [intentionally deleted], and (v) additional rent on account of all Operating Expenses and Real Estate Taxes incurred during the Renewal Term shall be based on a new Base Year equal to calendar year in which the Renewal Term commences. Notwithstanding anything in the Lease or this Rider No. 1 to the contrary, Subtenant covenants at Tenant’s option, Tenant may elect not to pay directly renew the Lease Term as set forth in Paragraph 1 above, but rather to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under extend the Sublease in lawful money term of the United States at Lease for a period of up to six (6) months (the address set forth above for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due“Short-Term Extension Right”). To the extent of all rent and other amounts actually paid by Subtenant and received by Landlord, Tenant shall receive credit under exercise its Short-Term Extension Right by giving Landlord written notice of the exercise thereof (the "short-term extension option notice") during the Election Period, which short-term extension option notice shall specify the number of full calendar months (the “Short-Term Extension Period”) by which Tenant is electing to extend the Lease against current amounts Term. If the short-term extension notice is not given in a timely manner, then payable by Tenant to Landlord Tenant's Short-Term Extension Right shall lapse and be of no further force or effect. If there exists a monetary or material non-monetary Event of Default under the Lease, on the date the short-term extension option notice is given or on the day prior to the commencement date of the Short-Term Extension Right, then, at Landlord's option, the short-term extension option notice shall be totally ineffective and Subtenant Tenant's Short-Term Extension Right shall receive credit lapse and be of no further force of effect. The base rent during the Short-Term Extension Period shall be equal to one hundred percent (100%) of the then prevailing fair market rent (as defined in and determined pursuant to the provisions of Paragraph 1 above), Tenant's rights under the Sublease for those amountsthis Rider No. 1 are personal to and may be exercised only by The Titan Corporation and any assignee of The Titan Corporation that is a Permitted Transferee and shall not be exercisable by any other assignee or subtenant of Tenant; provided, however, that the receipt a sublease by Landlord of The Titan Corporation or any rent or other amounts from Subtenant Permitted Transferee shall not be deemed prevent The Titan Corporation or construed such Permitted Transferee from exercising its rights under this Rider No. 1. EXHIBIT A SITE PLAN (INCLUDING LOCATION OF THE GENERATOR SUPPORT AREA) EXHIBIT A-1 DIAGRAM OF PREMISES LOCATED ON TENTH FLOOR EXHIBIT A-2 DIAGRAM OF PREMISES LOCATED ON THE SIXTH FLOOR EXHIBIT A-3 DIAGRAM OF PREMISES LOCATED ON FOURTH FLOOR EXHIBIT A-4 DIAGRAM OF PREMISES LOCATED ON THIRD FLOOR EXHIBIT A-5 DIAGRAM OF PREMISES LOCATED ON SECOND FLOOR EXHIBIT A-6 DIAGRAM OF PREMISES LOCATED ON XXX XXXXXX XXXXX XXXXXXX X-0 DIAGRAM OF PREMISES LOCATED ON THE C-1 (CONCOURSE) LEVEL EXHIBIT B WORK AGREEMENT This Work Agreement (this “Work Agreement”) dated as releasing Tenant from of April 1, 2003 is by and among XXXXXX XXXXXXX XXXXXXXX & XXXXXX (“Xxxxxx”), TWO FREEDOM SQUARE, L.L.C. ( "Landlord") and THE TITAN CORPORATION ("Tenant’s obligations under the Lease (except ") and is made with reference to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from Landlord.following recitals:

of the Lease. Therefore“If Tenant shall fail to perform any repair or maintenance required hereunder, notwithstanding any Sublease provision to the contrary, Subtenant covenants to pay directly to Landlord without abatement, deduction, offset, prior and such failure shall continue for fifteen (15) days after notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money of the United States at the address set forth above for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received thereof by Landlord, in addition to the other rights and remedies of Landlord, Landlord may perform any such repair or maintenance on Tenant’s behalf. In the case of an emergency, no prior notification by Landlord shall be required. Landlord may take such actions without any obligation and without releasing Tenant from any of Tenant’s obligations. All sums so paid by Landlord and all incidental costs incurred by Landlord, shall receive credit under the Lease against current amounts then payable be deemed additional Rent and shall be paid by Tenant to Landlord under the Lease, on demand.” Articles 7.4 and Subtenant shall receive credit under the Sublease for those amounts; provided, however, that the receipt by Landlord 7.5 of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, are hereby deleted in their entirety. Landlord shall promptly remit fifty percent (50%) enter into a preventive maintenance agreement for the heating, air conditioning and ventilation equipment serving the Premises, the cost of such excess to which shall be reimbursable by Tenant in accordance with and subject to Paragraph 10.3 Article 4 of the Lease Lease.” Capital repairs for HVAC units (meaning that such excess eg. full unit replacement or compressor repair/replacement) will be classified as a capital expense for the term and shall be prorated for reimbursement from tenant, based on the useful life of the replacement or repair. The prorata reimbursement calculation shall be based on the total cost of the replacement/repair, multiplied by a prorata amount that is calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs as the remaining term of the lease as numerator and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all useful life of which must be amortized over the applicable assignment or sublease term)replacement unit as denominator. Landlord shall give perform any repair or replacement of the Premises water heater for the first nine (9) months of the lease term. ADDENDUM PARAGRAPH 45 [Premises Condition] The following is hereby added as a new Paragraph 45: Prior to vacating the Premises, it must be left in good, clean condition with all systems in good working order, ordinary wear and tear excepted. “Ordinary wear and tear” shall not include any damage or deterioration that would have been prevented by good maintenance practice or by Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due performing all its obligations under this AgreementLease. The items that will be inspected by Landlord are listed below, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after but not limited to the receipt of such notice from Landlord.following:

of the Lease. ThereforeLandlord has the right to install, notwithstanding supplementary air conditioning units or other facilities in the Premises, including: supplementary or additional metering devices; and the cost j thereof, including the cost of any Sublease provision to the contraryfurther installation, Subtenant covenants to pay directly j operation and maintenance, increased wear and tear on existing i equipment and other similar charges, shall be paid by Tenant' to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money of the United States at the address set forth above for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received upon billing by Landlord, it being agreed and 'understood that notwithstanding anything else to the contrary set forth herein Tenant shall, within thirty (30) days of Tenant's receipt of an invoice with respect thereto, pay the cost of any electricity required to operate any supplemental air conditioning unit servicing only the Premises, which cost shall receive credit under the Lease against current amounts then payable be at Landlord's Actual Cost (as defined below) as determined by a submeter but shall not include any administrative charge. If Tenant uses water, or heat or air conditioning in excess of that supplied by Landlord pursuant to Landlord under Section 6.1 of the Lease, or if Tenant's consumption of electricity (other than that required for the operation of any supplemental air conditioning unit in the Premises) shall exceed four (4) xxxxx per rentable square foot of the Premises, calculated on an annualized basis for the hours described in Section 6.1.1 above (collectively, "Overstandard Usage"), Tenant shall pay to Landlord, within thirty (30) days of receipt of written notice, all out-of-pocket costs actually incurred by Landlord, without xxxx-up for profit but with an administrative charge designed to reimburse Landlord for its actual (or reasonably estimated), administrative costs of providing any such Overstandard Usage (the "Actual Cost(s)") in connection with Landlord providing such Overstandard Usage, the cost of the installation, operation, and Subtenant maintenance of equipment which is installed in order to supply such excess consumption, and the cost of the increased wear and tear on existing equipment caused by such excess consumption as such costs are reasonably determined, by Landlord, - and Landlord has the right to install, devices to separately meter any increased use and Tenant shall receive credit under pay the Sublease increased cost directly to Landlord, on demand, including the cost of such additional metering devices. Tenant shall have the right to access and use Landlord's chilled water system for those amountsTenant's supplemental cooling unit(s) twenty-four (24) hours a day, seven (7) days a week; provided, however, that the receipt by any such access and use shall be at Tenant's sole cost and expense. If Tenant desires to use heat, ventilation or air conditioning ("HVAC") during hours other than those for which Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except is obligated to supply such utilities pursuant to the extent terms of Section 6.1 of the Lease, Tenant shall give Landlord such prior notice, as Landlord shall from time to time establish as appropriate, of Tenant's desired use and Landlord shall supply such utilities to Tenant at Landlord's Actual Cost of such amounts actually received Overstandard Usage, which shall include a reasonable administrative fee in an amount equal to or reasonably estimated to~T5e~ Landlord's actual administrative costs of providing such "aft_er-hours" HVAC, it being agreed and understood that if more than ~ohe Mi--fee-nant requires and contracts for any such "after-hours" HVAC the cost of such usage will be appropriately prorated between or among such tenants as reasonably determined by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent . Amounts payable by Tenant under the Lease, to Landlord shall promptly remit fifty percent (50%) for such use of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess additional utilities shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs deemed Additional Rent hereunder and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant billed on such a monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from Landlordbasis.

of the Lease. ThereforeIn the event the initial Lease Term is extended as provided in this paragraph, notwithstanding Tenant shall, upon request of Landlord, evidence any Sublease provision such extension through the execution of a lease amendment to be provided by Landlord. The extension shall be on the contrarysame terms, Subtenant covenants to pay directly to Landlord without abatementand conditions as set forth in this Lease; provided that, deductionthe monthly Base Rent during the extension period shall be the fair market rental rate. Fair market rental rate ("Fair Market Rental Rate") shall mean the rental rate then in effect for comparable Class "A" office properties in the Kirkland / I-405 Corridor office market, offsetof comparable size, prior notice or demand by Landlord all rent quality and other amounts payable to Tenant under location, at the Sublease in lawful money commencement of the United States at extension period, giving appropriate consideration to annual rental rates per rentable square foot, the address set forth above for Landlord or at such other place as Landlord may designate to Subtenant in writingtype of escalation clause (including, on or before the date due. To without limitation, operating expenses, real estate taxes), the extent of all rent and other amounts actually paid by Subtenant and received by Landlord, Tenant shall receive credit liability under the Lease against current amounts then payable escalation clauses (e.g. whether determined on a "net lease basis" or by Tenant to Landlord under the Leaseincrease over a particular base year or base dollar amount), abatement provisions reflecting free rent and/or no rent during a certain period, brokerage commissions, if any, length of lease term, size and location of premises being leased, building standard work letter and/or tenant improvement allowances, if any, and Subtenant shall receive credit under any other tenant concessions then being offered in the Sublease for those amounts; provided, however, that marketplace. If the parties cannot agree on the Fair Market Rental Rate within thirty (30) calendar days of receipt by Landlord of any rent the notice of intent to exercise the option to extend, Landlord shall, no more than fifteen (15) calendar days thereafter, select an independent M.A.I. real estate appraiser or other amounts real estate broker (certified in the State of Washington) with at least ten (10) years experience in the Puget Sound, Washington commercial real estate market, who shall prepare a written market report of the Fair Market Rental Rate using the assumptions described in this paragraph. The market report shall be completed and delivered to Tenant and Landlord within fifteen (15) calendar days from Subtenant the date Landlord selects the appraiser/broker. Such appraiser/broker's determination of Fair Market Rental Rate shall not be deemed or construed determinative unless Tenant disputes it as releasing provided in the next sentence. If Tenant from Tenant’s obligations under disputes such determination, Tenant shall within fifteen (15) calendar days following delivery of the Lease market report, deliver to Landlord written notice (except to a) that Tenant disputes such determination, and (b) of the extent identity of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable appraiser/broker selected by Tenant under meeting the Lease, qualifications set forth in this paragraph. The appraiser/broker selected by Tenant shall submit his market report of the Fair Market Rental Rate using the assumptions described in this paragraph within fifteen (15) calendar days following the delivery of Tenant's notice to Landlord shall promptly remit fifty disputing the initial market report. If the two market reports are within five percent (505%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 each other (based on the higher number), the Fair Market Rental Rate shall be the average of the Lease two appraisers/brokers' determination of fair market rent. If not, then within ten (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (310) business calendar days after the receipt delivery of such notice from Landlordthe second market report, the two appraisers/brokers shall appoint a third appraiser/broker meeting the qualifications set forth in this paragraph, and the third appraiser/broker shall deliver his decision within ten (10) calendar days following his selection and acceptance of the market report assignment. The third appraiser/broker shall be limited in authority to selecting, in this opinion, which of the two earlier market report determinations best reflects the Fair Market Rental Rate under the assumptions set forth in this paragraph. The third appraiser/broker must choose one of the two earlier determinations, and, upon doing so, the third appraiser/broker's determination shall be the controlling determination of the Fair Market Rental Rate. Each party shall pay the costs and fees of the appraiser/broker it selected; if a third appraiser/broker is selected, the party whose determination is not selected to be the Fair Market Rental Rate by said third appraiser/broker shall pay all of said appraiser/broker's costs and fees.

of the Lease. Therefore, notwithstanding any Sublease provision During the period of occupancy of the Additional Premises by Tenant prior to the contraryAdditional Premises Commencement Date, Subtenant covenants to pay directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money provisions of the United States at Lease and this Lease Amendment except the address set forth above provisions relating to the payment of rent for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received by Landlord, Tenant Additional Premises shall receive credit under the Lease against current amounts then payable by Tenant to Landlord under the Lease, and Subtenant shall receive credit under the Sublease for those amounts; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except apply to the extent that said provisions may be made applicable to said period. Tenant's Construction Representative (as defined below) may enter upon the Premises during the progress of Landlord's Work to inspect the progress thereof and to determine if the work is being performed in accordance with the requirements of this Section. Tenant shall promptly give to Landlord notices of any alleged failure by Landlord to comply with those requirements. Landlord's Work shall be deemed approved by Tenant when Tenant commences occupancy of the Additional Premises for business purposes except for items of Landlord's Work which are uncompleted or do not conform to Exhibit B and as to which Tenant shall, in either case, have given notice to Landlord by providing a "Punch List" prior to such commencement of occupancy. If Tenant shall not have commenced occupancy of the Premises for business purposes within 30 days after the Additional Premises Commencement Date, a certificate of completion by a licensed architect or registered engineer shall be conclusive evidence that Landlord's Work has been completed except for items stated in such certificate to be incomplete or not in conformity with Exhibit B. Each party authorizes the other to rely in connection with plans and construction upon approval and other actions on the party's behalf by any Construction Representative of the party named below or any person hereafter designated in substitution or addition by notice to the party relying. Tenant's Construction Representative shall be Xxxxx Xxxxx and Landlord's Construction Representative shall be Xxxxxxx Xxxxxx. Landlord agrees to correct any defects due to faulty workmanship or materials in Landlord's Work for the Additional Premises, provided Tenant shall have given written notice of such amounts actually received by defects to Landlord prior to the first anniversary of the Additional Premises Commencement Date. Except for the Landlord) or 's Work, the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess Premises are leased to Tenant in accordance with "AS IS" and subject to Paragraph 10.3 "WHERE IS" condition, without representation or warranty of any kind and Landlord makes no express or implied warranty that the Premises are suitable for the Permitted Uses, for Tenant's intended use of the Lease (meaning Premises or for any purpose whatsoever. Without limiting the generality of the foregoing, Tenant understands and agrees that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from LandlordLANDLORD HEREBY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR THE PARTICULAR PURPOSE WITH RESPECT TO THE PREMISES AND ALL SYSTEMS AND EQUIPMENT THEREIN.