Common use of Additional Charges Clause in Contracts

Additional Charges. During the term of this Lease, Tenant shall pay, as “Additional Rent” (together with Fixed Rent, “Rent”), all (i) Taxes (as defined in Section 4.2 hereof) and (ii) Operating Expenses (as defined in Section 6.5 hereof) for the Premises. Landlord shall estimate the Taxes and Operating Expenses for the next succeeding calendar year, and Tenant shall pay to Landlord, together with the Fixed Rent, a sum equal to one-twelfth (1/12) of the estimated annual Taxes and Operating Expenses at the time each installment of Fixed Rent is due. At the end of each calendar year, Landlord shall adjust the estimated Taxes and Operating Expenses to reflect actual costs. At the time of such adjustment, Landlord shall provide Tenant with a written statement which enumerates in reasonable detail the basis for the computation of Taxes and Operating Expenses for the period in question. If such statement reflects additional sums due and owing to Landlord, Tenant shall pay the same in full within ten (10) days of receipt of such statement or with the next installment of rent due, whichever is later. If such statement reflects an overpayment by Tenant, said overpayment may be used to reduce the next month’s payment of Taxes and Operating Expenses. Landlord shall permit Tenant, at Tenant’s expense and during normal business hours, but only one time with respect to any calendar year, to review and audit Landlord’s invoices and statements and supporting information relating to the Operating Expenses and Taxes for the applicable calendar year for the purpose of verifying the Operating Expenses and Tenant’s share thereof; provided that notice of Tenant’s desire to so review is given to Landlord not later than within one hundred twenty (120) days after Tenant receives an annual statement from Landlord, and provided that such review is thereafter commenced within sixty (60) days after the date of Tenant’s notice and completed within thirty (30) days after being commenced. If Tenant disputes the correctness of any such information, Tenant shall so notify Landlord in writing, specifying the respects in which the information is claimed to be incorrect. Tenant agrees that all information obtained from any such Operating Expenses review, including without limitation, the results of any Operating Expenses review shall be kept confidential by Tenant and shall not be disclosed to any other person or entity other than Tenant’s professional consultants, who shall likewise keep such information confidential. After conclusion of Tenant’s audit, (i) if the payments made by Tenant exceeded Tenant’s required payment, then unless Landlord disputes the results of such audit, Landlord shall reimburse Tenant such amount within thirty (30) days of receiving notice thereof from Tenant; but, if the required payments are greater than the payments (if any) made by Tenant, Tenant shall make payment to Landlord within thirty (30) days of such determination; and (ii) if it is determined that the total payable by Tenant hereunder has been overstated by more than five percent (5%), then Landlord shall also reimburse Tenant for the reasonable and actual, out-of-pocket third-party costs of Tenant’s audit, as Tenant’s sole remedy for such overstatement. If Landlord shall dispute the results of Tenant’s audit and the parties shall fail to resolve such dispute within thirty (30) days, then either party may elect to have the dispute arbitrated by an independent firm of certified public accountants mutually selected by Landlord and Tenant. The decision of such firm shall be conclusive or binding on Landlord and Tenant.

Additional Charges. During The parties hereby acknowledge and agree that this Sublease is intended to be a Full Service Gross sublease and that commencing after the term 2017 calendar year (“Sublease Base Year”) Subtenant shall be responsible for the payment of this Lease, Tenant shall pay, as “Additional Rent” (together with Fixed Rent, “Rent”), all (i) Taxes Subtenant’s Share (as defined in Section 4.2 hereofbelow) of all Operating Expenses that exceed the total amount of Operating Expenses payable by Sublandlord under the Prime Lease for the Sublease Base Year (which will include both the pro-rated estimated amount on the Budget Sheet and (ii) the additional actual Operating Expenses according to the Landlord’s Statement). Subtenant shall also be responsible for the payment of Subtenant’s Share of all Building Operating Expenses (as defined below) that exceed the amount of Building Operating Expenses incurred by Sublandlord during the Sublease Base Year. The amounts payable pursuant to this Section 3.2(a) are collectively referred to as, “Additional Rent”, and together with Gross Rent and all other amounts payable by Subtenant hereunder, “Rent”. A copy of the Landlord Statement for the Sublease Base Year expenses shall be provided to Subtenant. Subtenant shall have the right to reasonably demand that Sublandlord exercise its rights in Section 6.5 hereof) 5E of the Original Lease questioning the Excess Operating Expenses; provided, however, that Subtenant shall be responsible for the Premises. Landlord shall estimate the Taxes and Operating Expenses for the next succeeding calendar yearcall costs, expenses, liabilities, and Tenant shall pay to Landlord, together with obligations incurred by Sublandlord as the Fixed Rent, a sum equal to one-twelfth (1/12) result of the estimated annual Taxes and Operating Expenses at the time each installment of Fixed Rent is due. At the end of each calendar year, Landlord shall adjust the estimated Taxes and Operating Expenses to reflect actual costs. At the time its exercise of such adjustment, Landlord right. Payment of such amounts due hereunder shall provide Tenant with a written statement which enumerates be made by Subtenant in reasonable detail the basis for the computation of Taxes and Operating Expenses for the period in question. If such statement reflects additional sums due and owing to Landlord, Tenant shall pay the same in full within ten (10) days of receipt of manner as Sublandlord shall be required to pay such statement or with the next installment of rent due, whichever is later. If such statement reflects an overpayment by Tenant, said overpayment may be used to reduce the next month’s payment of Taxes and Operating Expenses. Landlord shall permit Tenant, at Tenant’s expense and during normal business hours, but only one time with respect to any calendar year, to review and audit Landlord’s invoices and statements and supporting information relating amounts pursuant to the Operating Expenses Prime Lease (except as specifically set forth below) and Taxes paid to Sublandlord for forwarding to the applicable calendar year for the purpose of verifying the Operating Expenses and Tenant’s share thereof; provided that notice of Tenant’s desire to so review is given to Landlord not later than within one hundred twenty (120) days after Tenant receives an annual statement from Prime Landlord, and provided that such review is thereafter commenced within sixty (60) days after the date of Tenant’s notice and completed within thirty (30) days after being commenced. If Tenant disputes the correctness of any such information, Tenant shall so notify Landlord in writing, specifying the respects in which the information is claimed to be incorrect. Tenant agrees that all information obtained from any such Operating Expenses review, including without limitation, the results of any Operating Expenses review shall be kept confidential by Tenant and shall not be disclosed to any other person or entity other than Tenant’s professional consultants, who shall likewise keep such information confidential. After conclusion of Tenant’s audit, (i) if the payments made by Tenant exceeded Tenant’s required payment, then unless Landlord disputes the results of such audit, Landlord shall reimburse Tenant such amount within thirty (30) days of receiving notice thereof from Tenant; but, if the required payments are greater than the payments (if any) made by Tenant, Tenant shall make payment to Landlord within thirty (30) days of such determination; and (ii) if it is determined that the total payable by Tenant hereunder has been overstated by more than five percent (5%), then Landlord shall also reimburse Tenant for the reasonable and actual, out-of-pocket third-party costs of Tenant’s audit, as Tenant’s sole remedy for such overstatement. If Landlord shall dispute the results of Tenant’s audit and the parties shall fail to resolve such dispute within thirty (30) days, then either party may elect to have the dispute arbitrated by an independent firm of certified public accountants mutually selected by Landlord and Tenant. The decision of such firm shall be conclusive or binding on Landlord and Tenant.

Additional Charges. During Lessee will also pay and discharge as and when due (a) all other amounts, liabilities, obligations and Impositions which Lessee assumes or agrees to pay under this Lease including, to the term extent applicable, any condominium association dues, assessments or other charges, and (b) in the event of any failure on the part of Lessee to pay any of those items referred to in clause (a) above, every fine, penalty, interest and cost which may be added for non-payment or late payment of such items (the items referred to in clauses (a) and (b) above being referred to herein collectively as the “Additional Charges”), and Lessor shall have all legal, equitable and contractual rights, powers and remedies provided in this Lease, by statute or otherwise, in the case of non-payment of the Additional Charges, as well as the Minimum Rent. If any installment of Minimum Rent or Additional Charges (but only as to those Additional Charges which are payable directly to Lessor) shall not be paid within five Business Days after the date when due, Lessee will pay Lessor on demand, as Additional Charges, interest (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment, from the date when due to the date of payment in full thereof (it being understood, however, that in the case of Additional Charges, interest may not be assessed against Lessee until five Business Days after the later to occur of (i) the date when due or (ii) the date on which Lxxxxx received written notice from Lessor of such Additional Charge and the payment date associated therewith). Notwithstanding the immediately preceding sentence, for the first time during any Fiscal Year that an installment of Minimum Rent or Additional Charges is delinquent, Lessor will not assess interest related thereto until five days following written notice from Lessor that such installment is late. In the event Lessor provides Lessee with written notice of failure to timely pay any installment of Minimum Rent or any Additional Charges pursuant to Section 15.1(b) more than three times within any twelve-month period, Lessee shall pay an administrative fee to Lessor in the amount of $500 for each additional written notice Lessor gives pursuant to Section 15.1(b) during the next twelve months. To the extent that Lessee pays any Additional Charges to Lessor pursuant to any requirement of this Lease, Tenant Lessee shall pay, as “be relieved of its obligation to pay such Additional Rent” (together with Fixed Rent, “Rent”), all (i) Taxes (as defined in Section 4.2 hereof) and (ii) Operating Expenses (as defined in Section 6.5 hereof) for the Premises. Landlord shall estimate the Taxes and Operating Expenses for the next succeeding calendar year, and Tenant shall pay to Landlord, together with the Fixed Rent, a sum equal to one-twelfth (1/12) of the estimated annual Taxes and Operating Expenses at the time each installment of Fixed Rent is due. At the end of each calendar year, Landlord shall adjust the estimated Taxes and Operating Expenses to reflect actual costs. At the time of such adjustment, Landlord shall provide Tenant with a written statement which enumerates in reasonable detail the basis for the computation of Taxes and Operating Expenses for the period in question. If such statement reflects additional sums due and owing to Landlord, Tenant shall pay the same in full within ten (10) days of receipt of such statement or with the next installment of rent due, whichever is later. If such statement reflects an overpayment by Tenant, said overpayment may be used to reduce the next month’s payment of Taxes and Operating Expenses. Landlord shall permit Tenant, at Tenant’s expense and during normal business hours, but only one time with respect to any calendar year, to review and audit Landlord’s invoices and statements and supporting information relating Charges to the Operating Expenses and Taxes for the applicable calendar year for the purpose of verifying the Operating Expenses and Tenant’s share thereof; provided that notice of Tenant’s desire entity to so review is given to Landlord not later than within one hundred twenty (120) days after Tenant receives an annual statement from Landlord, and provided that which such review is thereafter commenced within sixty (60) days after the date of Tenant’s notice and completed within thirty (30) days after being commenced. If Tenant disputes the correctness of any such information, Tenant shall so notify Landlord in writing, specifying the respects in which the information is claimed to Additional Charges would otherwise be incorrect. Tenant agrees that all information obtained from any such Operating Expenses review, including without limitation, the results of any Operating Expenses review shall be kept confidential by Tenant and shall not be disclosed to any other person or entity other than Tenant’s professional consultants, who shall likewise keep such information confidential. After conclusion of Tenant’s audit, (i) if the payments made by Tenant exceeded Tenant’s required payment, then unless Landlord disputes the results of such audit, Landlord shall reimburse Tenant such amount within thirty (30) days of receiving notice thereof from Tenant; but, if the required payments are greater than the payments (if any) made by Tenant, Tenant shall make payment to Landlord within thirty (30) days of such determination; and (ii) if it is determined that the total payable by Tenant hereunder has been overstated by more than five percent (5%), then Landlord shall also reimburse Tenant for the reasonable and actual, out-of-pocket third-party costs of Tenant’s audit, as Tenant’s sole remedy for such overstatement. If Landlord shall dispute the results of Tenant’s audit and the parties shall fail to resolve such dispute within thirty (30) days, then either party may elect to have the dispute arbitrated by an independent firm of certified public accountants mutually selected by Landlord and Tenant. The decision of such firm shall be conclusive or binding on Landlord and Tenantdue.

Additional Charges. During (1) Subtenant, at its sole cost and expense, shall pay any reasonable costs, charges, or other sums relating to, or incurred in connection with, Subtenant's use of the term Subleased Premises and the providing of services in respect thereof (other than those services to be provided as expressly set forth herein or incorporated by reference in this LeaseSublease - i.e. by way of illustration but not limitation extraordinary cleaning requirements, Tenant shall payuse of freight elevator other than as contemplated for move-in and move-out, as “Additional Rent” (together with Fixed Rent, “Rent”overtime xxxxxx services), all (i) Taxes (as defined in Section 4.2 hereof) whether such sums are payable pursuant to the Xxxxxxxxx or the rules and (ii) Operating Expenses (as defined in Section 6.5 hereof) for the Premises. Landlord shall estimate the Taxes and Operating Expenses for the next succeeding calendar year, and Tenant shall pay to Landlord, together with the Fixed Rent, a sum equal to one-twelfth (1/12) regulations of the estimated annual Taxes and Operating Expenses at the time each installment of Fixed Rent is dueBuilding or otherwise. At the end of each calendar year, Landlord Any such additional charges shall adjust the estimated Taxes and Operating Expenses to reflect actual costs. At the time of such adjustment, Landlord shall provide Tenant with a written statement which enumerates in reasonable detail the basis for the computation of Taxes and Operating Expenses for the period in question. If such statement reflects additional sums be due and owing payable to Landlord, Tenant shall pay the same in full Sublandlord within ten twenty (1020) days of written demand. On request from Subtenant, Sublandlord will provide evidence reasonably adequate to substantiate the amounts demanded from Subtenant to the extent that such information is made available to Sublandlord from the managing agent for the Building of whom Sublandlord shall make demand and use commercially reasonable efforts to secure performance, provided, however, the request for such information shall not entitle the Subtenant to delay payment of any amounts of Additional Rent demanded by Sublandlord. Any mistakes in the calculation of the amount to be reimbursed, or any overpayment or underpayment, shall be reconciled promptly after receipt of such statement any relevant information with any appropriate credit to Subtenant or with amounts owed to Sublandlord to be made against the next installment installment(s) of rent dueRent, whichever is later. If such statement reflects an overpayment by Tenantin the case of a credit, said overpayment may be used or paid to reduce the next month’s payment of Taxes and Operating Expenses. Landlord shall permit Tenant, at Tenant’s expense and during normal business hours, but only one time with respect to any calendar year, to review and audit Landlord’s invoices and statements and supporting information relating to the Operating Expenses and Taxes for the applicable calendar year for the purpose of verifying the Operating Expenses and Tenant’s share thereof; provided that notice of Tenant’s desire to so review is given to Landlord not later than within one hundred twenty (120) days after Tenant receives an annual statement from Landlord, and provided that such review is thereafter commenced within sixty (60) days after the date of Tenant’s notice and completed within thirty (30) days after being commenced. If Tenant disputes the correctness of any such information, Tenant shall so notify Landlord in writing, specifying the respects in which the information is claimed to be incorrect. Tenant agrees that all information obtained from any such Operating Expenses review, including without limitation, the results of any Operating Expenses review shall be kept confidential by Tenant and shall not be disclosed to any other person or entity other than Tenant’s professional consultants, who shall likewise keep such information confidential. After conclusion of Tenant’s audit, (i) if the payments made by Tenant exceeded Tenant’s required payment, then unless Landlord disputes the results of such audit, Landlord shall reimburse Tenant such amount within thirty (30) days of receiving notice thereof from Tenant; but, if the required payments are greater than the payments (if any) made by Tenant, Tenant shall make payment to Landlord Sublandlord within thirty (30) days of such determination; and (ii) if it is determined reconciliation. In the event that the total payable by Tenant hereunder has been overstated by more than five percent (5%)Subtenant is entitled to a credit against the Rent as described in the immediately preceding sentence and the amount of the credit exceeds the balance of the installments of Rent remaining under this Sublease, then Landlord any such excess shall also reimburse Tenant for the reasonable and actual, out-of-pocket third-party costs of Tenant’s audit, as Tenant’s sole remedy for such overstatement. If Landlord shall dispute the results of Tenant’s audit and the parties shall fail be paid to resolve such dispute Subtenant within thirty (30) days, then either party may elect to have the dispute arbitrated by an independent firm of certified public accountants mutually selected by Landlord and Tenant. The decision days of such firm shall be conclusive or binding on Landlord and Tenantreconciliation.

Additional Charges. During All payments made by Tenant under this Lease shall be made free and clear of, and without reduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed pursuant to any Legal Requirement, excluding, however, any Landlord Income Taxes (all such nonexcluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "Additional Charges"). Tenant shall be responsible for the term payment of any such Additional Charges and if any such Additional Charges are required to be withheld from any amounts payable to Landlord hereunder, then the amounts so payable to Landlord shall be increased by an amount ("Additional Amount") necessary to yield to Landlord (after payment of all Additional Charges) the Base Rent and other amounts payable hereunder at the rates or in the amounts specified in this Lease. Whenever any Additional Charges are required to be withheld by Tenant, such Additional Charges shall be deducted or withheld by Tenant, and shall be paid by Tenant to the appropriate governmental authority in accordance with applicable Legal Requirements. As promptly as possible thereafter, Tenant shall paysend to Landlord for its own account a copy of an Original official receipt (or other evidence of payment) received by Tenant showing payment thereof. If Tenant is required to pay Landlord any Additional Amount, as “Additional Rent” (together with Fixed Rent, “Rent”), all (i) Taxes (as defined in Section 4.2 hereof) and (ii) Operating Expenses (as defined in Section 6.5 hereof) for the Premises. Landlord shall estimate use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change its jurisdiction if the Taxes making of such a change would avoid the need for, or reduce to the greatest extent possible the amount of, any such Additional Amount which may thereafter accrue and Operating Expenses for would not, in the next succeeding calendar yearreasonable judgment of Landlord be otherwise disadvantageous to Landlord. If Landlord subsequently receives a refund of any Additional Amounts, and Tenant shall pay or if such Additional Amounts result in a net benefit to Landlord, together with the Fixed Rent, a sum equal amount of such refund or net benefit shall be paid to one-twelfth (1/12) Tenant within 30 days of the estimated annual Taxes and Operating Expenses at the time each installment of Fixed Rent is due. At the end of each calendar year, Landlord shall adjust the estimated Taxes and Operating Expenses to reflect actual costs. At the time of such adjustment, Landlord shall provide Tenant with a written statement which enumerates in reasonable detail the basis for the computation of Taxes and Operating Expenses for the period in question. If such statement reflects additional sums due and owing to Landlord, Tenant shall pay the same in full within ten (10) days of receipt of such statement refund or with net benefit; provided, however, that the next installment payment to Tenant shall not exceed the Additional Amount to which the refund or net benefit relates. The agreements in this Section 8.4 shall survive the termination of rent due, whichever is later. If such statement reflects an overpayment by Tenant, said overpayment may be used to reduce the next month’s payment of Taxes and Operating Expenses. Landlord shall permit Tenant, at Tenant’s expense and during normal business hours, but only one time this Lease with respect to any calendar year, to review and audit Landlord’s invoices and statements and supporting information relating to Additional Charges that become due during the Operating Expenses and Taxes for the applicable calendar year for the purpose of verifying the Operating Expenses and Tenant’s share thereof; provided that notice of Tenant’s desire to so review is given to Landlord not later than within one hundred twenty (120) days after Tenant receives an annual statement from Landlord, and provided that such review is thereafter commenced within sixty (60) days after the date of Tenant’s notice and completed within thirty (30) days after being commenced. If Tenant disputes the correctness of any such information, Tenant shall so notify Landlord in writing, specifying the respects in which the information is claimed to be incorrect. Tenant agrees that all information obtained from any such Operating Expenses review, including without limitation, the results of any Operating Expenses review shall be kept confidential by Tenant and shall not be disclosed to any other person or entity other than Tenant’s professional consultants, who shall likewise keep such information confidential. After conclusion of Tenant’s audit, (i) if the payments made by Tenant exceeded Tenant’s required payment, then unless Landlord disputes the results of such audit, Landlord shall reimburse Tenant such amount within thirty (30) days of receiving notice thereof from Tenant; but, if the required payments are greater than the payments (if any) made by Tenant, Tenant shall make payment to Landlord within thirty (30) days of such determination; and (ii) if it is determined that the total payable by Tenant hereunder has been overstated by more than five percent (5%), then Landlord shall also reimburse Tenant for the reasonable and actual, out-of-pocket third-party costs of Tenant’s audit, as Tenant’s sole remedy for such overstatement. If Landlord shall dispute the results of Tenant’s audit and the parties shall fail to resolve such dispute within thirty (30) days, then either party may elect to have the dispute arbitrated by an independent firm of certified public accountants mutually selected by Landlord and Tenant. The decision of such firm shall be conclusive or binding on Landlord and TenantTerm.

Additional Charges. During If Landlord consents to an assignment or ------------------ sublease, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium", as that term is defined in this Section 15.6, received by Tenant from such assignee ------------ or subtenant. "Transfer Premium" shall mean all rent, additional rent or other consideration (collectively, "Consideration") payable by such assignee or subtenant in excess of the Monthly Rent and Direct Expenses payable by Tenant under this Lease, on a per rentable square foot basis if less than all of the Premises is transferred, after deducting all expenses incurred by Tenant shall payfor (a) any changes, as “Additional Rent” alterations and improvements to the Premises in connection with the assignment or sublease, (together b) any brokerage commissions in connection with Fixed the assignment or sublease,(c) any costs to buy-out or takeover the previous lease of an assignee or subtenant, (d) all allowances and monetary concessions, (e) all attorneys' fees, architectural and design fees, marketing fees and advertising costs and consultants' fees incurred by Tenant in connection with the Transfer, (f) the amount of any Monthly Rent, “Rent”), all Direct Expenses and other additional rent paid by Tenant to Landlord with respect to the Premises subject to the Transfer during the period (the "Vacancy/Marketing Period") commencing on the later of: (i) Taxes the date Tenant contracts with a reputable broker to market the such portion of the Premises and notifies the Landlord in writing of such contract (as defined in Section 4.2 hereof) or commences active negotiations with a prospective Transferee), and (ii) Operating Expenses (as defined in Section 6.5 hereof) for the date Tenant vacates the such portion of the Premises. Landlord shall estimate , until the Taxes and Operating Expenses for the next succeeding calendar year, and Tenant shall pay to Landlord, together with the Fixed Rent, a sum equal to one-twelfth (1/12) commencement of the estimated annual Taxes and Operating Expenses payment of periodic rent under the Transfer. The determination of the amount of Landlord's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, Tenant's Transfer Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer (provided, however, at the time each installment election of Fixed Rent is due. At the end of each calendar year, Landlord shall adjust the estimated Taxes and Operating Expenses to reflect actual costs. At the time of such adjustment, Landlord shall provide Tenant with a written statement which enumerates in reasonable detail the basis for the computation of Taxes and Operating Expenses for the period in question. If such statement reflects additional sums due and owing to Landlord, Tenant shall pay the same in full within ten (10) days of receipt of such statement or with the next installment of rent due, whichever is later. If such statement reflects an overpayment by Tenant, said overpayment may be used to reduce the next month’s payment of Taxes and Operating Expenses. Landlord shall permit Tenant, at Tenant’s expense and during normal business hours, but only one time with respect to any calendar year, to review and audit Landlord’s invoices and statements and supporting information relating to the Operating Expenses and Taxes for the applicable calendar year for the purpose of verifying the Operating Expenses and Tenant’s share thereof; provided that notice of Tenant’s desire to so review is given to Landlord not later than within one hundred twenty (120) days after Tenant receives an annual statement from Landlord, and provided that such review is thereafter commenced within sixty (60) days after the date of Tenant’s notice and completed within thirty (30) business days after being commenced. If Tenant disputes following the correctness giving of any Landlord's consent to such informationConsent Transfer, Tenant shall so notify Landlord in writing, specifying the respects in which the information is claimed to be incorrect. Tenant agrees that may amortize all information obtained from or any such Operating Expenses review, including without limitation, the results of any Operating Expenses review shall be kept confidential by Tenant and shall not be disclosed to any other person or entity other than Tenant’s professional consultants, who shall likewise keep such information confidential. After conclusion of Tenant’s audit, (i) if the payments made by Tenant exceeded Tenant’s required payment, then unless Landlord disputes the results portion of such audit, Landlord shall reimburse Tenant such amount within thirty (30) days of receiving notice thereof from Tenant; but, if the required payments are greater than the payments (if any) made by Tenant, Tenant shall make payment to Landlord within thirty (30) days of such determination; and (ii) if it is determined that the total payable by Tenant hereunder has been overstated by more than five percent (5%), then Landlord shall also reimburse Tenant for the reasonable and actual, out-of-pocket third-party costs of Tenant’s audit, as Tenant’s sole remedy for such overstatement. If Landlord shall dispute the results of Tenant’s audit and the parties shall fail to resolve such dispute within thirty (30) days, then either party Transfer Costs over a shorter period or may elect to have allocate such Transfer Costs to the dispute arbitrated earliest portion of the term of such Transfer until such Transfer Costs are exhausted). "Consideration" shall also include, but not be limited to, key money and bonus money paid by an independent firm assignee or subtenant to Tenant in connection with such assignment or sublease, and any payment in excess of certified public accountants mutually selected fair market value for assets, fixtures, inventory, equipment, or furniture transferred by Landlord and Tenant. The decision of such firm shall be conclusive Tenant to an assignee or binding on Landlord and Tenantsubtenant.

Additional Charges. During If Landlord consents to an assignment or sublease, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium”, as that term is defined in this Section 15.6, received by Tenant from such assignee or subtenant. “Transfer Premium” shall mean all rent, additional rent or other consideration (collectively, “Consideration”) payable by such assignee or subtenant in excess of the Monthly Rent and Direct Expenses payable by Tenant under this Lease, on a per rentable square foot basis if less than all of the Premises is transferred, after deducting all expenses incurred by Tenant shall payfor (a) any changes, as “Additional Rent” alterations and improvements to the Premises in connection with the assignment or sublease, (together b) any brokerage commissions in connection with Fixed the assignment or sublease, (c) any costs to buy-out or takeover the previous lease of an assignee or subtenant, (d) all allowances and monetary concessions, (e) all attorneys’ fees, architectural and design fees, marketing fees and advertising costs and consultants’ fees incurred by Tenant in connection with the Transfer, (f) the amount of any Monthly Rent, Direct Expenses and other additional rent paid by Tenant to Landlord with respect to the Premises subject to the Transfer during the period (the “RentVacancy/Marketing Period”), all ) commencing on the later of: (i) Taxes the date Tenant contracts with a reputable broker to market the such portion of the Premises and notifies the Landlord in writing of such contract (as defined in Section 4.2 hereof) or commences active negotiations with a prospective Transferee), and (ii) Operating Expenses (as defined in Section 6.5 hereof) for the date Tenant vacates the such portion of the Premises. Landlord shall estimate , until the Taxes and Operating Expenses for the next succeeding calendar year, and Tenant shall pay to Landlord, together with the Fixed Rent, a sum equal to one-twelfth (1/12) commencement of the estimated annual Taxes and Operating Expenses payment of periodic rent under the Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, Tenant’s Transfer Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer (provided, however, at the time each installment election of Fixed Rent is due. At the end of each calendar year, Landlord shall adjust the estimated Taxes and Operating Expenses to reflect actual costs. At the time of such adjustment, Landlord shall provide Tenant with a written statement which enumerates in reasonable detail the basis for the computation of Taxes and Operating Expenses for the period in question. If such statement reflects additional sums due and owing to Landlord, Tenant shall pay the same in full within ten (10) days of receipt of such statement or with the next installment of rent due, whichever is later. If such statement reflects an overpayment by Tenant, said overpayment may be used to reduce the next month’s payment of Taxes and Operating Expenses. Landlord shall permit Tenant, at Tenant’s expense and during normal business hours, but only one time with respect to any calendar year, to review and audit Landlord’s invoices and statements and supporting information relating to the Operating Expenses and Taxes for the applicable calendar year for the purpose of verifying the Operating Expenses and Tenant’s share thereof; provided that notice of Tenant’s desire to so review is given to Landlord not later than within one hundred twenty (120) days after Tenant receives an annual statement from Landlord, and provided that such review is thereafter commenced within sixty (60) days after the date of Tenant’s notice and completed within thirty (30) business days after being commenced. If Tenant disputes following the correctness giving of any Landlord’s consent to such informationConsent Transfer, Tenant shall so notify Landlord in writing, specifying the respects in which the information is claimed to be incorrect. Tenant agrees that may amortize all information obtained from or any such Operating Expenses review, including without limitation, the results of any Operating Expenses review shall be kept confidential by Tenant and shall not be disclosed to any other person or entity other than Tenant’s professional consultants, who shall likewise keep such information confidential. After conclusion of Tenant’s audit, (i) if the payments made by Tenant exceeded Tenant’s required payment, then unless Landlord disputes the results portion of such audit, Landlord shall reimburse Tenant such amount within thirty (30) days of receiving notice thereof from Tenant; but, if the required payments are greater than the payments (if any) made by Tenant, Tenant shall make payment to Landlord within thirty (30) days of such determination; and (ii) if it is determined that the total payable by Tenant hereunder has been overstated by more than five percent (5%), then Landlord shall also reimburse Tenant for the reasonable and actual, out-of-pocket third-party costs of Tenant’s audit, as Tenant’s sole remedy for such overstatement. If Landlord shall dispute the results of Tenant’s audit and the parties shall fail to resolve such dispute within thirty (30) days, then either party Transfer Costs over a shorter period or may elect to have allocate such Transfer Costs to the dispute arbitrated earliest portion of the term of such Transfer until such Transfer Costs are exhausted). “Consideration” shall also include, but not be limited to, key money and bonus money paid by an independent firm assignee or subtenant to Tenant in connection with such assignment or sublease, and any payment in excess of certified public accountants mutually selected fair market value for assets, fixtures, inventory, equipment, or furniture transferred by Landlord and Tenant. The decision of such firm shall be conclusive Tenant to an assignee or binding on Landlord and Tenantsubtenant.

Additional Charges. During All Impositions and all other amounts, liabilities and obligations which Tenant assumes or agrees to pay under this Master Lease and, in the term event of this Leaseany failure on the part of Tenant to pay any of those items, Tenant shall payexcept where such failure is due to the acts or omissions of Landlord, as “Additional Rent” (together with Fixed Rentevery fine, “Rent”)penalty, all interest and cost which may be added for non-payment or late payment of such items. Adjusted Revenue: For any Test Period, Net Revenue (i) Taxes (as defined in Section 4.2 hereof) minus expenses other than Specified Expenses and (ii) Operating Expenses (as defined in Section 6.5 hereof) plus Specified Proceeds, if any; provided, however, that for purposes of calculating Adjusted Revenue, Net Revenue shall not include Gaming Revenues, Retail Sales or Promotional Allowances of any subtenants of Tenant or any deemed payments under subleases of this Master Lease, licenses or other access rights from Tenant to its operating subsidiaries. Adjusted Revenue for the Premises. Landlord Leased Property shall estimate the Taxes and Operating Expenses for the next succeeding calendar year, and Tenant shall pay be calculated on a pro forma basis to Landlord, together with the Fixed Rent, give effect to any increase or decrease in Rent as a sum equal to one-twelfth (1/12) result of the estimated annual Taxes and Operating Expenses at addition or removal of Leased Property to this Master Lease since the time beginning of any Test Period of Tenant as if each installment of Fixed Rent is due. At such increase or decrease had been effected on the end of each calendar year, Landlord shall adjust the estimated Taxes and Operating Expenses to reflect actual costs. At the time first day of such adjustmentTest Period. For purposes of calculating the Adjusted Revenue to Rent Ratio, Landlord shall provide Tenant with a written statement which enumerates in reasonable detail (a) subject to clause (b) below, if any Facility is closed to the basis public for the computation of Taxes and Operating Expenses for the period in question. If such statement reflects additional sums due and owing to Landlord, Tenant shall pay the same in full within ten more than fifteen (1015) days as a result of receipt an Unavoidable Delay during any fiscal quarter of any Test Period, then (i) the Adjusted Revenue attributable to such Facility in respect of such statement or with fiscal quarter shall be excluded from the next installment calculation of rent dueAdjusted Revenue for such Test Period and (ii) the Adjusted Revenue attributable to such Facility during any fiscal quarters of such Test Period during which such Facility is not closed to the public for more than fifteen (15) days shall be annualized as follows for purposes of calculating Adjusted Revenue for such Test Period: (A) if such Facility is not closed to the public for more than fifteen (15) days in any of the remaining three (3) fiscal quarters of such Test Period, whichever then the aggregate Adjusted Revenue attributable to such Facility for such quarters shall be multiplied by 4/3, (B) if such Facility is later. If not closed to the public for more than fifteen (15) days in only two (2) fiscal quarters of such statement reflects an overpayment Test Period, then the aggregate Adjusted Revenue attributable to such Facility for such quarters shall be multiplied by Tenant, said overpayment may be used 2 and (C) if such Facility is not closed to reduce the next month’s payment of Taxes and Operating Expenses. Landlord shall permit Tenant, at Tenant’s expense and during normal business hours, but public for more than fifteen (15) days in only one time with respect (1) fiscal quarter of such Test Period, then the Adjusted Revenue attributable to any calendar year, to review and audit Landlord’s invoices and statements and supporting information relating to the Operating Expenses and Taxes such Facility for the applicable calendar year for the purpose of verifying the Operating Expenses and Tenant’s share thereof; provided that notice of Tenant’s desire to so review is given to Landlord not later than within one hundred twenty (120) days after Tenant receives an annual statement from Landlord, and provided that such review is thereafter commenced within sixty (60) days after the date of Tenant’s notice and completed within thirty (30) days after being commenced. If Tenant disputes the correctness of any such information, Tenant shall so notify Landlord in writing, specifying the respects in which the information is claimed to be incorrect. Tenant agrees that all information obtained from any such Operating Expenses review, including without limitation, the results of any Operating Expenses review quarter shall be kept confidential multiplied by Tenant 4 and shall not be disclosed to (b) notwithstanding clause (a) above, for purposes of calculating the Adjusted Revenue from and after any other person or entity other than Tenant’s professional consultants, who shall likewise keep such information confidential. After conclusion of Tenant’s auditCovenant Resumption Date, (i) if the payments made Adjusted Revenue for the Test Period ending on the last day of the fiscal quarter in which the Covenant Resumption Date occurs (the “Initial Test Period”) shall be deemed to be the Adjusted Revenue for the last fiscal quarter of the Initial Test Period, in each case, multiplied by Tenant exceeded Tenant’s required payment4, then unless Landlord disputes the results of such audit, Landlord shall reimburse Tenant such amount within thirty (30) days of receiving notice thereof from Tenant; but, if the required payments are greater than the payments (if any) made by Tenant, Tenant shall make payment to Landlord within thirty (30) days of such determination; and (ii) if it is determined that the total payable by Tenant hereunder has been overstated by more than five percent (5%), then Landlord shall also reimburse Tenant Adjusted Revenue for the reasonable and actual, out-of-pocket third-party costs of Tenant’s audit, as Tenant’s sole remedy for such overstatement. If Landlord shall dispute first Test Period ending after the results of Tenant’s audit and Initial Test Period (the parties shall fail to resolve such dispute within thirty (30“Second Test Period”) days, then either party may elect to have the dispute arbitrated by an independent firm of certified public accountants mutually selected by Landlord and Tenant. The decision of such firm shall be conclusive or binding on Landlord deemed to be the Adjusted Revenue for the last two fiscal quarters of the Second Test Period, in each case, multiplied by 2 and Tenant.(iii) the Adjusted Revenue for the second Test Period ending after the Initial Test Period (the “Third Test Period”) shall be deemed to be the Adjusted Revenue for the last three fiscal quarters of the Third Test Period, in each case, multiplied by 4/3. |US-DOCS\126208570.12||

Additional Charges. During Tenant and Landlord agree that the term rent accruing under this Lease shall be net to Landlord and that all Real Estate Taxes (subject to contest rights), costs, promotional fees, common area maintenance fees, expenses and charges of every kind and nature, including reasonable attorneys' fees incurred by Landlord in enforcing the provisions of this Lease, Tenant shall paywhether or not any legal proceedings are commenced ("Additional Charges") arising in connection with or relating to the Demised Premises (excluding, as “Additional Rent” however, (together with Fixed Rent, “Rent”1) taxes other than Real Estate Taxes for which Landlord is responsible under Section 3.05(a), all and (i2) Taxes any charges resulting solely and directly from Landlord's gross negligence or willful misconduct and (as defined in Section 4.2 hereof3) any payments for interest or principal under any fee mortgage relating to the Demised Premises) which may arise or become due at any time during the Lease Term) and (ii) Operating Expenses (as defined in Section 6.5 hereof) for the Premisesthat all Additional Charges shall be paid by Tenant. Landlord shall estimate the Taxes and Operating Expenses for the next succeeding calendar year, and Tenant shall pay With respect to Landlord, together with the Fixed Rent, a sum equal to one-twelfth (1/12) of the estimated annual Taxes and Operating Expenses at the time each installment of Fixed Rent is due. At the end of each calendar yearany Additional Charges other than Real Estate Taxes, Landlord shall adjust the estimated Taxes bill Tenant for such charges xxxx time to time by delivery to Tenant of a true and Operating Expenses to reflect actual costs. At the time of such adjustment, Landlord shall provide Tenant with a written accurate statement which enumerates (including reasonable backup documentation) showing in reasonable detail the basis for the computation of Taxes and Operating Expenses for the period in questionAdditional Charges. If such statement reflects additional sums due and owing to Landlord, Tenant shall pay the same in full such Additional Charges within ten (10) days of after receipt of such statement or with the next installment of rent due, whichever is later. If such statement reflects an overpayment by Tenant, said overpayment may be used to reduce the next month’s payment of Taxes and Operating Expensesbill. Landlord shall permit Tenant, will provide xxasonable cooperation to Tenant at Tenant’s 's sole cost and expense and during normal business hoursin disputing any Additional Charges that are assessed against Landlord or the Property by third parties. Tenant hereby indemnifies, but only one time with respect to any calendar yeardefends, to review and audit Landlord’s invoices and statements and supporting information relating to the Operating Expenses and Taxes for the applicable calendar year for the purpose of verifying the Operating Expenses and Tenant’s share thereof; provided that notice of Tenant’s desire to so review is given to Landlord not later than within one hundred twenty (120) days after Tenant receives an annual statement from Landlordprotects, and provided that such review is thereafter commenced within sixty (60) days after saves Landlord wholly harmless from and against any and all Additional Charges. As used herein, the date of Tenant’s notice and completed within thirty (30) days after being commenced. If Tenant disputes the correctness of any such informationterm "Additional Rent" shall include, Tenant shall so notify Landlord in writing, specifying the respects in which the information is claimed to be incorrect. Tenant agrees that all information obtained from any such Operating Expenses review, including without limitation, all of the results of following: (1) any Operating Expenses review shall be kept confidential by and all Additional Charges for which Tenant is responsible hereunder, or which Tenant otherwise assumes or agrees to pay; (2) all interest and shall not be disclosed penalties owed to any third parties that may accrue on such Additional Charges if Tenant fails to pay them timely; (3) all other person damages, costs and expenses (including, without limitation, reasonable attorneys' fees and other legal and court costs) which Landlord may suffer or entity other than Tenant’s professional consultants, who shall likewise keep such information confidential. After conclusion of Tenant’s audit, (i) if the payments made by Tenant exceeded Tenant’s required payment, then unless Landlord disputes the results of such audit, Landlord shall reimburse Tenant such amount within thirty (30) days of receiving notice thereof from Tenant; but, if the required payments are greater than the payments (if any) made by Tenant, Tenant shall make payment to Landlord within thirty (30) days of such determinationincur in enforcing this Lease; and (ii4) if it is determined that the total payable any and all other sums which may become due by Tenant hereunder has been overstated by more than five percent (5%), then Landlord shall also reimburse Tenant for the reasonable and actual, out-of-pocket third-party costs reason of Tenant’s audit, as Tenant’s sole remedy for such overstatement. If Landlord shall dispute the results of Tenant’s audit and the parties shall fail 's default or failure to resolve such dispute within thirty (30) days, then either party may elect to have the dispute arbitrated by an independent firm of certified public accountants mutually selected by Landlord and Tenant. The decision of such firm shall be conclusive or binding on Landlord and Tenantcomply with its obligations under this Lease.

Additional Charges. During All payments made by Tenant under this Lease and each other Operative Document shall be made free and clear of, and without reduction or withholding for or on account of, any present, or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed pursuant to any Legal Requirement, excluding, however, any Landlord Taxes (all such nonexcluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called “Additional Charges”). Tenant shall be responsible for the term payment of any such Additional Charges; and if any such Additional Charges are required to be withheld from any amounts payable to Landlord, Administrative Agent or any Rent Purchaser hereunder or under any other Operative Document, then the amounts so payable to Landlord, Administrative Agent or such Rent Purchaser shall be increased by an amount (“Additional Amount”) necessary to yield to Landlord, Administrative Agent or such Rent Purchaser (after payment of all Additional Charges) the Base Rent, Additional Rent and other amounts payable hereunder or under any other Operative Document at the rates or in the amounts specified in this LeaseLease or such other Operative Document. Whenever any Additional Charges are required to be withheld by Tenant, such Additional Charges shall be deducted or withheld by Tenant, and shall be paid by Tenant to the appropriate governmental authority in accordance with applicable Legal Requirements. As promptly as possible thereafter, Tenant shall paysend to Landlord and Administrative Agent for their own accounts a copy of an original official receipt (or other evidence of payment) received by Tenant showing payment thereof. If Tenant is required to pay Landlord, as “Administrative Agent or any Rent Purchaser any Additional Rent” (together with Fixed RentAmount, “Rent”), all (i) Taxes (as defined in Section 4.2 hereof) and (ii) Operating Expenses (as defined in Section 6.5 hereof) for the Premises. Landlord shall estimate the Taxes and Operating Expenses for the next succeeding calendar yearshall, and Tenant shall pay request that Administrative Agent and the applicable Rent Purchaser, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction in which it books this transaction if the making of such a change would avoid the need for, or reduce the amount of, any such Additional Amount which may thereafter accrue and would not, in the reasonable judgment of Landlord, together with Administrative Agent or such Rent Purchaser, be otherwise disadvantageous to it. The agreements in this Section 8.4 shall survive the Fixed Rent, a sum equal to one-twelfth (1/12) termination of the estimated annual Taxes and Operating Expenses at the time each installment of Fixed Rent is due. At the end of each calendar year, Landlord shall adjust the estimated Taxes and Operating Expenses to reflect actual costs. At the time of such adjustment, Landlord shall provide Tenant with a written statement which enumerates in reasonable detail the basis for the computation of Taxes and Operating Expenses for the period in question. If such statement reflects additional sums due and owing to Landlord, Tenant shall pay the same in full within ten (10) days of receipt of such statement or with the next installment of rent due, whichever is later. If such statement reflects an overpayment by Tenant, said overpayment may be used to reduce the next month’s payment of Taxes and Operating Expenses. Landlord shall permit Tenant, at Tenant’s expense and during normal business hours, but only one time this Lease with respect to any calendar year, to review and audit Landlord’s invoices and statements and supporting information relating to Additional Charges or payments that become due during the Operating Expenses and Taxes for the applicable calendar year for the purpose of verifying the Operating Expenses and Tenant’s share thereof; provided that notice of Tenant’s desire to so review is given to Landlord not later than within one hundred twenty (120) days after Tenant receives an annual statement from Landlord, and provided that such review is thereafter commenced within sixty (60) days after the date of Tenant’s notice and completed within thirty (30) days after being commenced. If Tenant disputes the correctness of any such information, Tenant shall so notify Landlord in writing, specifying the respects in which the information is claimed to be incorrect. Tenant agrees that all information obtained from any such Operating Expenses review, including without limitation, the results of any Operating Expenses review shall be kept confidential by Tenant and shall not be disclosed to any other person or entity other than Tenant’s professional consultants, who shall likewise keep such information confidential. After conclusion of Tenant’s audit, (i) if the payments made by Tenant exceeded Tenant’s required payment, then unless Landlord disputes the results of such audit, Landlord shall reimburse Tenant such amount within thirty (30) days of receiving notice thereof from Tenant; but, if the required payments are greater than the payments (if any) made by Tenant, Tenant shall make payment to Landlord within thirty (30) days of such determination; and (ii) if it is determined that the total payable by Tenant hereunder has been overstated by more than five percent (5%), then Landlord shall also reimburse Tenant for the reasonable and actual, out-of-pocket third-party costs of Tenant’s audit, as Tenant’s sole remedy for such overstatement. If Landlord shall dispute the results of Tenant’s audit and the parties shall fail to resolve such dispute within thirty (30) days, then either party may elect to have the dispute arbitrated by an independent firm of certified public accountants mutually selected by Landlord and Tenant. The decision of such firm shall be conclusive or binding on Landlord and TenantTerm.

Additional Charges. During All payments made by Tenant under this Lease shall be made free and clear of, and without reduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed pursuant to any Legal Requirement, excluding, however, any Landlord Taxes (all such nonexcluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "Additional Charges"). Tenant shall be responsible for the term payment of any such Additional Charges; and if any such Additional Charges are required to be withheld from any amounts payable to Landlord hereunder, then the amounts so payable to Landlord shall be increased by an amount ("Additional Amount") necessary to yield to Landlord (after payment of all Additional Charges) the Base Rent and other amounts payable hereunder at the rates or in the amounts specified in this Lease. Whenever any Additional Charges are required to be withheld by Tenant, such Additional Charges shall be deducted or withheld by Tenant, and shall be paid by Tenant to the appropriate governmental authority in accordance with applicable Legal Requirements. As promptly as possible thereafter, Tenant shall paysend to Landlord for its own account a copy of an original official receipt (or other evidence of payment) received by Tenant showing payment thereof. If Tenant is required to pay Landlord any Additional Amount, as “Additional Rent” (together with Fixed Rent, “Rent”), all (i) Taxes (as defined in Section 4.2 hereof) and (ii) Operating Expenses (as defined in Section 6.5 hereof) for the Premises. Landlord shall estimate use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change its jurisdiction if the Taxes making of such a change would avoid the need for, or reduce to the greatest extent possible the amount of, any such Additional Amount which may thereafter accrue and Operating Expenses for would not, in the next succeeding calendar yearreasonable judgment of Landlord, and Tenant shall pay be otherwise disadvantageous to Landlord. If Landlord subsequently receives a refund of any Additional Amounts, or if such Additional Amounts result in a net benefit to Landlord, together with the Fixed Rent, a sum equal amount of such refund or net benefit shall be paid to one-twelfth (1/12) Tenant within 30 days of the estimated annual Taxes and Operating Expenses at the time each installment of Fixed Rent is due. At the end of each calendar year, Landlord shall adjust the estimated Taxes and Operating Expenses to reflect actual costs. At the time of such adjustment, Landlord shall provide Tenant with a written statement which enumerates in reasonable detail the basis for the computation of Taxes and Operating Expenses for the period in question. If such statement reflects additional sums due and owing to Landlord, Tenant shall pay the same in full within ten (10) days of receipt of such statement refund or with net benefit; provided, however, that the next installment payment to Tenant shall not exceed the Additional Amount to which the refund or net benefit relates. The agreements in this Section 8.4 shall survive ----------- the termination of rent due, whichever is later. If such statement reflects an overpayment by Tenant, said overpayment may be used to reduce the next month’s payment of Taxes and Operating Expenses. Landlord shall permit Tenant, at Tenant’s expense and during normal business hours, but only one time this Lease with respect to any calendar year, to review and audit Landlord’s invoices and statements and supporting information relating to Additional Charges that become due during the Operating Expenses and Taxes for the applicable calendar year for the purpose of verifying the Operating Expenses and Tenant’s share thereof; provided that notice of Tenant’s desire to so review is given to Landlord not later than within one hundred twenty (120) days after Tenant receives an annual statement from Landlord, and provided that such review is thereafter commenced within sixty (60) days after the date of Tenant’s notice and completed within thirty (30) days after being commenced. If Tenant disputes the correctness of any such information, Tenant shall so notify Landlord in writing, specifying the respects in which the information is claimed to be incorrect. Tenant agrees that all information obtained from any such Operating Expenses review, including without limitation, the results of any Operating Expenses review shall be kept confidential by Tenant and shall not be disclosed to any other person or entity other than Tenant’s professional consultants, who shall likewise keep such information confidential. After conclusion of Tenant’s audit, (i) if the payments made by Tenant exceeded Tenant’s required payment, then unless Landlord disputes the results of such audit, Landlord shall reimburse Tenant such amount within thirty (30) days of receiving notice thereof from Tenant; but, if the required payments are greater than the payments (if any) made by Tenant, Tenant shall make payment to Landlord within thirty (30) days of such determination; and (ii) if it is determined that the total payable by Tenant hereunder has been overstated by more than five percent (5%), then Landlord shall also reimburse Tenant for the reasonable and actual, out-of-pocket third-party costs of Tenant’s audit, as Tenant’s sole remedy for such overstatement. If Landlord shall dispute the results of Tenant’s audit and the parties shall fail to resolve such dispute within thirty (30) days, then either party may elect to have the dispute arbitrated by an independent firm of certified public accountants mutually selected by Landlord and Tenant. The decision of such firm shall be conclusive or binding on Landlord and TenantTerm.

Additional Charges. During the term of this Lease, Tenant shall pay, as “Additional Rent” (together with Fixed Rent, “Rent”), all (i) Taxes (as defined in Section 4.2 hereof) and (ii) Operating Expenses (as defined in Section 6.5 hereof) for the Premises. Landlord shall estimate the Taxes and Operating Expenses for the next succeeding calendar year, and Tenant shall pay to Landlord, together with the Fixed Rent, a sum equal to one-twelfth (1/12) of the estimated annual Taxes and Operating Expenses at the time each installment of Fixed Rent is due. At the end of each calendar year, Landlord shall adjust the estimated Taxes and Operating Expenses to reflect actual costs. At the time of such adjustment, Landlord shall provide Tenant with a written statement which enumerates in reasonable detail the basis for the computation of Taxes and Operating Expenses for the period in question. If such statement reflects additional sums due and owing to Landlord, Tenant shall pay the same in full within ten (10) days of receipt of such statement or with the next installment of rent due, whichever is later. If such statement reflects an overpayment by Tenant, said overpayment may be used to reduce the next month’s payment of Taxes and Operating Expenses. Landlord shall permit Tenant, at Tenant’s expense and during normal business hours, but only one time with respect to any calendar year, to review and audit Landlord’s invoices and statements and supporting information relating to the Operating Expenses and Taxes for the applicable calendar year for the purpose of verifying the Operating Expenses and Tenant’s share thereof; provided that notice of Tenant’s desire to so review is given to Landlord not later than within one hundred twenty (120) days after Tenant receives an annual statement from Landlord, and provided that such review is thereafter commenced within sixty (60) days after the date of Tenant’s notice and completed within thirty (30) days after being commenced. If Tenant disputes the correctness of any such information, Tenant shall so notify Landlord in writing, specifying the respects in which the information is claimed to be incorrect. Tenant agrees that all information obtained from any such Operating Expenses review, including without limitation, the results of any Operating Expenses review shall be kept confidential by Tenant and shall not be disclosed to any other person or entity other than Tenant’s professional consultants, who shall likewise keep such information confidential. After conclusion of Tenant’s audit, (i) if the All payments made by Tenant exceeded Tenant’s under this Lease and each other Operative Document shall be made free and clear of, and without reduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed pursuant to any Legal Requirement, excluding, however, any Landlord Taxes (all such nonexcluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "Additional Charges"). Tenant shall be responsible for the payment of any such Additional Charges; and if any such Additional Charges are required paymentto be withheld from any amounts payable to Landlord, Administrative Agent or any Rent Purchaser hereunder or under any other Operative Document, then unless Landlord disputes the results amounts so payable to Landlord, Administrative Agent or such Rent Purchaser shall be increased by an amount ("Additional Amount") necessary to yield to Landlord, Administrative Agent or such Rent Purchaser (after payment of all Additional Charges) the Base Rent, Additional Rent and other amounts payable hereunder or under any other Operative Document at the rates or in the amounts specified in this Lease or such audit, Landlord shall reimburse Tenant such amount within thirty (30) days of receiving notice thereof from Tenant; but, if the other Operative Document. Whenever any Additional Charges are required payments are greater than the payments (if any) made to be withheld by Tenant, such Additional Charges shall be deducted or withheld by Tenant, and shall be paid by Tenant to the appropriate governmental authority in accordance with applicable Legal Requirements. As promptly as possible thereafter, Tenant shall make payment send to Landlord within thirty and Administrative Agent for their own accounts a copy of an original official receipt (30or other evidence of payment) days received by Tenant showing payment thereof. If Tenant is required to pay Landlord, Administrative Agent or any Rent Purchaser any Additional Amount, Landlord shall, and shall request that Administrative Agent and the applicable Rent Purchaser, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change its jurisdiction if the making of such determination; a change would avoid the need for, or reduce to the greatest extent possible the amount of, any such Additional Amount which may thereafter accrue and (ii) if it is determined that the total payable by Tenant hereunder has been overstated by more than five percent (5%)would not, then Landlord shall also reimburse Tenant for in the reasonable and actualjudgment of Landlord, out-of-pocket third-party costs of Tenant’s audit, as Tenant’s sole remedy for Administrative Agent or such overstatement. If Landlord shall dispute the results of Tenant’s audit and the parties shall fail to resolve such dispute within thirty (30) days, then either party may elect to have the dispute arbitrated by an independent firm of certified public accountants mutually selected by Landlord and Tenant. The decision of such firm shall be conclusive or binding on Landlord and Tenant.Rent

Additional Charges. During If Tenant shall be charged for additional rent or other sums pursuant to the term provisions of this the Master Lease, Tenant Subtenant shall paybe liable for its Sublease Share, as “Additional Rent” (together with Fixed Rent, “Rent”), all (i) Taxes (as defined stated in Section 4.2 hereof) and (ii) Operating Expenses (as defined in Section 6.5 hereof) for the Premises. Landlord shall estimate the Taxes and Operating Expenses for the next succeeding calendar year1 above, and Tenant shall pay to Landlord, together with the Fixed Rent, a sum equal to one-twelfth (1/12) of the estimated annual Taxes and Operating Expenses at the time each installment of Fixed Rent is due. At the end of each calendar year, Landlord shall adjust the estimated Taxes and Operating Expenses to reflect actual costs. At the time of such adjustment, Landlord shall provide Tenant with a written statement which enumerates in reasonable detail the basis for the computation of Taxes and Operating Expenses for the period in question. If such statement reflects additional sums due and owing to Landlord, Tenant shall pay the same in full within ten (10) days of receipt of such statement rent or with the next installment of rent due, whichever is later. If such statement reflects an overpayment by Tenant, said overpayment may be used to reduce the next month’s payment of Taxes and Operating Expenses. Landlord shall permit Tenant, at Tenant’s expense and during normal business hours, but only one time with respect to any calendar year, to review and audit Landlord’s invoices and statements and supporting information relating to the Operating Expenses and Taxes for the applicable calendar year for the purpose of verifying the Operating Expenses and Tenant’s share thereof; provided that notice of Tenant’s desire to so review is given to Landlord not later than within one hundred twenty (120) days after Tenant receives an annual statement from Landlord, and provided that such review is thereafter commenced within sixty (60) days after the date of Tenant’s notice and completed within thirty (30) days after being commenced. If Tenant disputes the correctness of any such information, Tenant shall so notify Landlord in writing, specifying the respects in which the information is claimed to be incorrect. Tenant agrees that all information obtained from any such Operating Expenses reviewsums, including without limitation, the results of any Operating Expenses review payments for taxes, common area charges, utilities and services, and operating costs. Subtenant shall be kept confidential responsible for determining the availability of utilities and for determining the adequacy of their capacities for Subtenant’s needs. Subtenant shall install and connect, as necessary, and directly pay for all water, sewer, gas, janitorial, electricity, garbage removal, heat, telephone, internet, cable services, and other utilities and services used by Subtenant at the Subleased Premises during the Term to the extent not already provided by and/or billed by Tenant and shall not be disclosed to any other person or entity other than Tenant’s professional consultants, who shall likewise keep such information confidentialLandlord. After conclusion of Tenant’s audit, (i) if Notwithstanding the payments made by Tenant exceeded Tenant’s required payment, then unless Landlord disputes the results of such audit, Landlord shall reimburse Tenant such amount within thirty (30) days of receiving notice thereof from Tenant; butforegoing, if Subtenant’s use of the required payments Premises incurs utility service charges which are greater than above those usual and customary for the payments (if any) made by TenantPermitted Use, Tenant reserves the right to require Subtenant to pay a reasonable additional charge for such usage. If Subtenant shall make payment to Landlord within thirty (30) days of such determination; and (ii) if it is determined that the total payable by Tenant hereunder has been overstated by more than five percent (5%), then Landlord shall also reimburse Tenant procure any additional service for the reasonable and actualSubleased Premises, outincluding but not limited to after-of-pocket third-party costs of Tenant’s audithours HVAC services, as Tenant’s sole remedy Subtenant shall pay for such overstatement. If Landlord shall dispute same at the results of Tenant’s audit and the parties shall fail to resolve such dispute within thirty (30) days, then either party may elect to have the dispute arbitrated by an independent firm of certified public accountants mutually selected rates charged by Landlord and Tenantshall make such payment to Tenant or to Landlord, as Tenant shall direct. The decision of such firm Any sums payable by Subtenant under this Section shall constitute Additional Rent and shall be conclusive paid to Tenant no later than five (5) days before they are due from Tenant to Landlord under the Master Lease. If Tenant shall receive any refund for Additional Rent or binding on sums paid under the Master Lease, then, to the extent such refund relates to time periods falling within the Term of this Sublease, Subtenant shall receive a refund proportionate to the amounts previously paid by Subtenant for the same. Tenant shall, upon request by Subtenant, furnish Subtenant with copies of all statements received from Landlord and Tenantof actual or estimated Additional Rent or other sums charged under the Master Lease. Notwithstanding anything in this Sublease to the contrary, the only services or utilities to which Subtenant is entitled under this Sublease are those to which Tenant is entitled under the Master Lease.