Common use of Payment of Rent Clause in Contracts

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectively, the Rent for the year in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordingly; (ii) all Rent shall be paid to Landlord without offset or deduction (unless otherwise expressly permitted under this Lease), and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least 95% of the rentable area of the Building is not rented and occupied, Landlord shall make an appropriate adjustment of Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such year; (iv) any sum due from Tenant to Landlord which is not paid within five business days after the date due shall bear interest from the date due until the date paid at the annual rate equal to the "Prime" or "Base" rate then most recently announced by Bank One (Chicago) plus 4% (subject to change as such rate changes), but in no event higher than the maximum rate permitted by law (the "Default Rate"); and, in addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five business days after its due date equal to 3% of such payment; (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v)); (vi) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, to inspect Landlord's books and records relative to Expenses and Taxes during normal business hours at any time within 120 days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx written exception to any item in any such statement within such 120-day period, such statement shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's agreement to pay any such sums and Landlord's obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination of this Lease; (viii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (x) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xi) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar year.

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar yearmonth, respectively, the monthly installments of Rent for the year calendar month in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordinglyprorated; (ii) all Rent shall be paid to Landlord without offset or deduction (unless otherwise expressly permitted under this Lease)deduction, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any calendar year at least 95% of during the rentable area of Term the Building is not rented and occupiedat least ninety-five percent (95%) occupied by tenants, Landlord shall make an appropriate adjustment of Expenses and/or Taxes for such calendar year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% rented and at least ninety-five percent (95%) occupied by the tenants for the entire calendar year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such calendar year; (iv) any sum due from Tenant to Landlord which is not paid within five business thirty (30) days after the date due shall bear interest from the date due until the date paid at the annual rate equal to of the "Prime" or "Base" prime rate then most recently announced by of The First National Bank One of Boston, plus four percent (Chicago) plus 4% (subject to change as such rate changes%), but in no event higher than the maximum rate permitted by law (the "Default Rate"); and, in addition, if the payment of Rent is delinquent two times during a 12-month periodat Landlord's option, Tenant shall pay Landlord a late charge for any Rent payment which is not paid more than five within eight (8) business days after its due date equal to 3% five percent (5%) of such payment if, on at least one (1) occasion within twelve (12) months prior to such due date, Tenant shall have failed to pay any Rent payment within eight (8) business days after such payment's due date; (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v)); (vi) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, to inspect Landlord's books and records relative to Expenses and Taxes during normal business hours at any time within 120 days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx written exception to any item in any such statement within such 120-day period, such statement shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's agreement to pay any such sums and Landlord's obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination of this Lease; (viiivi) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ixvii) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (xviii) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xiix) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate; and (x) if, at which time after Tenant shall pay retroactively have made any payment of Adjustment Rent to Landlord pursuant to Section 2.B of this Lease, Landlord shall receive a refund of any portion of Taxes paid by Tenant with respect to any Tax period during the increased amount for all previous months Term of this Lease as a result of abatement of such calendar yearTaxes, by legal proceedings, settlement, or otherwise, Landlord shall credit to Tenant Tenant's Proportionate Share of such refund (less the proportional pro rata reasonable expenses, including reasonable attorneys' fees and appraisers' fees, incurred by Landlord in connection with obtaining such refund) as it relates to Taxes paid by Tenant to Landlord with respect to any such period for which a refund is obtained, or, if no further Rent is due hereunder from Tenant to Landlord, pay such amount to Tenant within thirty (30) days after receipt of such refund.

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectively, the Rent for the year in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordingly; (ii) all Rent shall be paid to Landlord without offset or deduction (unless otherwise expressly permitted under this Lease)deduction, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least 95% of the rentable area of the Building is not fully rented and occupied, Landlord shall may elect to make an appropriate adjustment of Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% fully rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such year; (iv) any sum due from Tenant to Landlord which is not paid within five business days after the its due date due shall bear interest from the date due until the date paid at the annual rate equal to the "Prime" or "Base" rate then most recently announced by Bank One (Chicago) plus 4of 14% (subject to change as such rate changes)per annum, but in no event higher than the maximum rate permitted by law (the "Default Rate"); and, in addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five business days after its due date equal to 35% of such payment; (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v))Share; (vi) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, to inspect Landlord's books and accounting records relative to Expenses and Taxes during normal business hours at any time within 120 60 days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx take written exception to any item in any such statement within such 12060-day period, such statement shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) with respect to retroactive adjustments)Tenant. Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and accounting records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable an independent certified public accounting firm selected by TenantLandlord, but subject to LandlordTenant's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination audit shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 35%, in which case Landlord agrees to pay one-half of the cost of such audit; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's agreement to pay any such sums and Landlord's obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination of this Lease; (viii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (x) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xi) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar year.

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar yearmonth, respectively, the Rent for the year month in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordingly; (ii) all Rent shall be paid to Landlord without offset or deduction (unless otherwise expressly permitted under this Lease)deduction, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least (including the Base Year) the Building is not fully rented and occupied (fully rented and occupied shall mean that ninety-five percent (95% %) of the rentable area Rentable Square Feet of the Building is not rented and occupiedoccupied by tenants under lease), Landlord shall may elect to make an appropriate adjustment of variable Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% fully rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such year, and if at any time during any calendar year, any part of the Building is leased to a tenant (hereinafter referred to as a "Special Tenant") who, in accordance with the terms of its lease, provides its own cleaning and janitorial services or electricity or other services that Tenant does not provide for itself, then Expenses for such calendar year shall be increased by the additional costs for cleaning and janitorial services, electricity services and/or for such other services not provided by Tenant for itself as reasonably estimated by Landlord that would have been incurred by Landlord if Landlord had furnished and paid for cleaning and janitorial services, electricity and/or such other services for the space occupied by the Special Tenant; (iv) any sum due from Tenant to Landlord which is not paid within five business days after the date when due shall bear interest from the date due until the date paid at the annual rate equal of two percentage (2%) points above the Prime Rate, from time to the "Prime" or "Base" rate then most recently announced by Bank One (Chicago) plus 4% (subject to change as such rate changes)time in effect, but in no event higher than the maximum rate permitted by law (the "Default Rate"); and, in addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge for equal to five percent (5%) of any Rent payment which is paid more than five business (5) days after its due date equal to 3% of such paymentdate; (v) if changes are made to this Lease or the Building Building, changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v))Share; (vi) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, to inspect Landlord's books and records relative to Expenses and Taxes during normal business hours at any time within 120 days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx written exception to any item in any such statement within such 120-day period, such statement shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit; (vii) in the event of the expiration or termination of this Lease prior to the determination of any Adjustment Rent, Tenant's agreement to pay any such sums and Landlord's obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the expiration or termination of this Lease, provided, however, that Landlord may deduct from such refund any amounts then owing from Tenant to Landlord hereunder or any amounts arising out of a Default (hereinafter defined) by Tenant under this Lease; (viiivii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the ScheduleSchedule or provided in Section 2.B; (ixviii) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (xix) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due, but in no event earlier than five (5) days after Tenant's receipt of the statement; and (xix) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent Rent, at the rate for the previous calendar year until Landlord delivers such estimateestimate or notice, at which time Tenant shall pay retroactively the increased amount amount, if any, for all previous months of such calendar year; and (xi) if Landlord permits Tenant to take possession of the Premises prior to the Commencement Date, such tenancy shall be by the day and Tenant shall be responsible for payment of Rent, in advance, at the rate of one-thirtieth (1/30th) of the monthly Rent as set forth above for each day of such occupancy prior to the Commencement Date, and Tenant shall comply fully with all other terms and provisions of this Lease upon Tenant's possession of the Premises.

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) Tenant shall pay Rent to Landlord at Landlord's address described in the Schedule, or to such other party or to such other address in the United States as Landlord may hereafter designate by written notice to Tenant; (ii) if this Lease commences or the Term ends on a day other than the first day or last day of a calendar yearmonth, respectively, the then Base Rent for the year month in which this Lease the Term so begins or ends shall be prorated and based upon the monthly installments shall be adjusted accordinglyratio that the number of days in such month which fall within the Term bears to the total number of days in such month; (iiiii) all Rent shall be paid to Landlord without demand, offset or deduction (unless otherwise expressly permitted under this Lease)deduction, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least 95% of the rentable area of the Building is not rented and occupied, Landlord shall make an appropriate adjustment of Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such year; (iv) any sum due from Rent payment owing by Tenant to Landlord which is not paid within five business days after the date when due shall bear interest from the date due until the date paid at a rate (the annual rate "DEFAULT RATE") equal to four percent (4%) plus the corporate base rate (the "Prime" or PRIME RATE"Base" rate then most recently ) of interest announced from time to time by Bank One (at its Chicago) plus 4% (subject to change as such rate changes), Illinois office, but in no event higher than the maximum rate permitted by law applicable Law; (the "Default Rate"); and, in addition, if the payment of Rent is delinquent two times during a 12-month period, v) Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five business (5) days after its due date equal to 3% of such payment; Seven Hundred Fifty Dollars (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v)$750.00); (vi) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, to inspect Landlord's books and records relative to Expenses and Taxes during normal business hours at any time within 120 days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx written exception to any item in any such statement within such 120-day period, such statement shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's agreement to pay any such sums and Landlord's obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination of this Lease; (viii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (x) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xiviii) if Landlord fails shall have the right to give apply payments received from Tenant an estimate pursuant to this Lease (regardless of Adjustment Rent prior to the beginning Tenant's designation of any calendar yearcontrary application) to satisfy any obligations of Tenant hereunder, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until in such order and amounts as Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar yearin its sole discretion may elect.

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectively, the Rent for the year in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordingly; (ii) all Rent shall be paid to Landlord without offset or deduction (unless otherwise expressly permitted under this Lease)deduction, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least 95% of the rentable area of the Building is not rented and occupied, Landlord shall make an appropriate adjustment of Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such year; (iv) any sum due from Tenant to Landlord which is not paid within five business days after the date when due shall bear interest from the date due until the date paid at the annual rate equal to of five percentage (5%) points above the "Prime" or "Base" rate Prime Rate then most recently announced by Bank One (Chicago) plus 4% (subject to change as such rate changes)in effect, but in no event higher than the maximum rate permitted by law (the "Default RateDEFAULT RATE"); and, in addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five business (5) days after its due date equal to 3% five percent (5%) of such payment; (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Buildingprovided, however, that Landlord shall make an appropriate adjustment not charge Tenant such Default Rate or late charge if Tenant cures such failure to Tenant's Proportionate Share pay any sum due within five (5) days after written notice from Landlord of such delinquency; provided all rentable areas further, however, that Landlord shall only be determined in accordance with the measurement standards noted in Section 2A(v))obligated to provide, and Tenant shall only have such cure period, two (2) times during any twelve (12) consecutive calendar month period; (viiv) Tenant, or an independent certified accounting firm retained by Tenant on an hourly fee basis (or its designated agent) and not on a contingency fee basis), shall have the right, upon reasonable prior written notice to Landlord, right to inspect Landlord's books and accounting records relative to Expenses and Taxes (including Expenses and Taxes for the Base Year) during normal business hours at any time within 120 sixty (60) days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx take written exception to any item in any such statement within such 120-sixty (60) day period, such statement shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit; (viiv) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's agreement to pay any such sums and Landlord's obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination of this Lease; (viiivi) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (xvii) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xiviii) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar year.

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar yearmonth, respectively, the Base Rent for the year calendar month in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordingly; (ii) all Rent shall be paid to Landlord without offset or deduction (unless otherwise expressly permitted under this Lease)deduction, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if if, during all or any portion of any year at least 95% of the rentable area of Operating Year the Building is not fully rented and occupied, Landlord shall may elect to make an appropriate adjustment of Expenses and/or Taxes for such year Operating Year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% fully rented and occupied for the entire year Operating Year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such yearOperating Year; (iv) any sum due from Tenant to Landlord which is not paid within five business days after the date when due shall bear interest from the date due until the date paid at the annual rate equal to the "Prime" or "Base" rate then most recently announced by Bank One of eighteen percent (Chicago18%) plus 4% (subject to change as such rate changes)per annum, but in no event higher than the maximum rate permitted by law (the "“Default Rate"”); and, in addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five business (5) days after its due date equal to 3% five percent (5%) of such payment; (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's ’s Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v))Share; (vi) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, right to inspect Landlord's books and ’s accounting records relative to Expenses and Taxes during normal business hours at any time within 120 thirty (30) days following the furnishing to Tenant of the annual statement of Adjustment Rentreport setting forth the actual Expenses for an Operating Year; and, unless Tenant shall xxxx take written exception to any item in any such statement report within such 12030-day period, such statement report shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's ’s agreement to pay any such sums and Landlord's ’s obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination of this Lease; and if this Lease ends on a day other than the last day of a Operating Year, then the Operating Expenses to be used to determine an estimated Adjustment Rent for such partial Operating Year shall be an amount equal to the Estimated Operating Expenses multiplied by a fraction, the numerator of which shall be the number of days during such partial Operating Year and the denominator of which shall be 365; (viii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (xix) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xix) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar yearOperating Year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year Operating Year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar year.

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectivelymonth, the Rent for the year month in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordingly; (ii) except as otherwise set forth in this Lease, all Rent shall be paid to Landlord without offset or deduction (unless otherwise expressly permitted under this Lease)deduction, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least 95% of the rentable area of the Building is not rented and occupied, Landlord shall make an appropriate adjustment of Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such year; (iv) any sum due from Tenant to Landlord Landlord, which is not paid within five (5) business days after following the date on which such sum is due shall bear interest from the date due until the date paid at the annual rate equal to the "Prime" of nine percent (12%) or "Base" rate then most recently announced by Bank One (Chicago) plus 4% (subject to change as such rate changes), but in no event higher than the maximum rate permitted by law law, whichever is less (the "“Default Rate"”); and, in addition, if the payment Tenant’s failure to pay such sum shall continue for five (5) business days after written notice to Tenant of Rent is delinquent such failure (provided that Landlord shall not be required to deliver such notice more than two (2) times during a 12-month periodin any calendar year), Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five business days after its due date equal to 3% five percent of such payment; (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's ’s Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v))Share; (vi) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, right to inspect Landlord's books and ’s accounting records relative to Expenses and Taxes during normal business hours at any time within 120 thirty days following the furnishing to Tenant of the annual statement of Adjustment RentRent Adjustment; and, unless Tenant shall xxxx take written exception to any item in any such statement within such 120-thirty day period, such statement shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's ’s agreement to pay any such sums and Landlord's ’s obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination of this Lease; (viii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in Section 2(B)(ii) of this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (x) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xi) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent Rent, as the case may be, at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar year.

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) payment of rent shall commence on the Term Commencement Date (“Rent Commencement Date”); (ii) if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectivelymonth, the Rent for the year month in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordinglyprorated; (iiiii) all Rent shall be paid to Landlord without offset or deduction (unless except as otherwise expressly permitted under this Lease)set forth herein, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least 95% of the rentable area of the Building is not rented and occupied, Landlord shall make an appropriate adjustment of Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such year; (iv) any sum due from Tenant to Landlord which that is not paid within five business days after the date when due shall bear interest from the date due until the date paid at the annual rate equal to of two percentage (2%) points above the "Prime" or "Base" rate then most recently announced by Bank One (Chicago) plus 4% (subject JPMorgan Chase as its corporate base lending rate, from time to change as such rate changes)time in effect, but in no event higher than the maximum rate permitted by law (the "“Default Rate"); ”) and, in addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge for any Rent payment which that is paid more than five business ten (10) days after its due date and after written notice from Landlord equal to 3% ten percent (10%) of such payment; (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's ’s Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v))Share; (vi) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, right to inspect Landlord's books and ’s accounting records relative to Expenses and Taxes during normal business hours at any time within 120 one hundred twenty (120) days following the furnishing to Tenant of the annual statement of Adjustment Rent; Rent and, unless if Tenant shall xxxx take written exception to any item in any such statement within such said one hundred twenty (120-) day period, such statement Landlord and Tenant shall engage an independent auditor to examine Landlord’s accounting records relative to the item(s) of Taxes and/or Expenses that Tenant so questioned and the Adjustment Rent shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) adjusted based upon the findings of such auditor. If, upon review of Landlord’s records with respect to retroactive adjustmentsthe questioned item(s). Tenant must timely pay all Adjustment Rent billed by Landlord pending , such auditor finds that the outcome amount of its inspection or any audit of Taxes and/or Expenses set forth in Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount ’s annual statement of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After exceeds the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties actual proportion of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent Taxes and/or Expenses for the applicable yearcalendar year by more than five percent (5%), Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of engaging such auditauditor; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's ’s agreement to pay any such sums and Landlord's ’s obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination of this Lease; (viii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (x) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xi) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar year.; and (x) Landlord shall have no right to increase the amount of Rent payable hereunder as a result of any remeasurement of either the Building or the Premises. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Blackhawk Lease Deer Valley Corporate Center Phoenix, AZ

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) --------------- i. if this Lease commences or ends on a day other than the first day or last day of a calendar yearmonth, respectively, the Rent for the year in which this Lease so begins or ends such month shall be prorated and the monthly installments shall be adjusted accordingly; (ii) . all Rent shall be paid to Landlord without offset or deduction (unless otherwise expressly permitted under this Lease)deduction, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least 95% of the rentable area of the Building is not rented and occupied, Landlord shall make an appropriate adjustment of Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such year; (iv) . any sum due from Tenant to Landlord which is not paid within five business thirty (30) days after of the date due shall bear interest from the date due until the date paid at the annual rate equal to of the "Prime" lower of twelve percent (12%) per annum or "Base" rate then most recently announced by Bank One (Chicago) plus 4% (subject to change as such rate changes), but in no event higher than the maximum rate permitted by law (the "Default Rate"); and, in addition, if in recognition of the payment fact that Landlord will incur certain administration costs and other damages, the amount of Rent is delinquent two times during a 12-month periodwhich are not readily quantifiable, but of which the Late Charge (as defined herein) shall be an approximation, Tenant shall shall, in addition to interest at the Default Rate, pay Landlord a late charge for any Rent payment which is paid more than five business (5) days after its due date equal to 3% five percent (5%) of such payment; payment (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v)"Late Charge"); (vi) iv. Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, right to inspect Landlord's books and accounting records relative to Expenses and Taxes during normal business hours at any time within 120 sixty (60) days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx take written exception to any item in any such statement within such 120-sixty (60) day period, such statement shall be considered as final and accepted by Tenant. In the event Tenant (except as provided below takes exception to any item, it shall specify the item objected to in this clause (vi) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books reasonable detail and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after any and all charges other than the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such auditdisputed when required hereunder; (vii) v. in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's agreement to pay any such sums and Landlord's obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination of this Lease; (viii) vi. no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) vii. Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (x) viii. each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is duewithin thirty days of Landlord's delivery of an invoice therefor; and (xi) ix. if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar year, or any surplus shall be credited to the next payment of Adjustment Rent, or if the Lease has expired or been terminated, and there shall be no obligations outstanding of Tenant to Landlord under the Lease, shall be paid to Tenant promptly after discovery thereof. Landlord shall keep at the Building for a period of at least twelve (12) months after the expiration of each calendar year, full and accurate books, records and supporting documents in connection with Landlord's annual statement of Expenses and Taxes. Tenant shall have the right to challenge the accuracy of any Expenses or Taxes within the period specified herein after Tenant's receipt of the annual statement of Adjustment Rent, and, if Tenant challenges any Expenses or Taxes, Landlord shall make Landlord's books and supporting documents available to Tenant and Tenant may inspect the same. The Expenses and Taxes shall be appropriately adjusted on the basis of such audit. Tenant shall pay the cost and expense of such audit, unless such audit shows a discrepancy of at least four percent (4%) of Expenses or, as the case may be, Taxes, in which event Landlord shall pay the costs and expenses of such audit.

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar month, respectively, the Monthly Base Rent for the month in which this Lease so begins or ends shall be prorated; if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectively, the Adjustment Rent for the year in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordingly; (ii) all Rent shall be paid to Landlord without offset or deduction (unless deduction, except as otherwise expressly permitted under this Lease)set forth herein, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least 95% of the rentable area of the Building Complex is not fully rented and occupied, Landlord shall make an appropriate adjustment of Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building Complex been 10095% rented and occupied for the entire year with all tenants paying full rent and the amount so determined shall be deemed to have been the Expenses for such year. If during all or any portion of any year the Complex is not fully assessed for purposes of determining Taxes, Landlord shall make an appropriate adjustment of Taxes for such year to determine the Taxes that would have been paid had the Complex been fully assessed for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such year; (iv) any sum due from Tenant to Landlord which is not paid within five business days after the date when due shall bear interest from the date due until the date paid at the an annual rate equal to the "Prime" or "Base" Prime Rate plus 2% (the “Prime Rate” shall mean the rate then most recently announced published in the Wall Street Journal as the “Prime Rate” or, if the Wall Street Journal no longer publishes such information, a comparable source reasonably selected by Bank One (Chicago) plus 4% (subject to change as such rate changesLandlord), but in no event higher than the maximum rate permitted by law (the "“Default Rate"”); and, in addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five (5) business days after its due date equal to 35% of such paymentpayment (provided Tenant shall not be liable for such 5% late charge the first two (2) times Tenant fails to timely pay Rent when due in any calendar year unless, with respect to each such incidence, such failure continues for more than five (5) days after written notice); (v) if changes are made to this Lease or the Building Complex changing the number of square feet contained in the Premises or in the BuildingComplex, Landlord shall make an appropriate adjustment to Tenant's ’s Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v))Share; (vi) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, to inspect Landlord's books and ’s accounting records relative to Expenses and Taxes during normal business hours at any time within 120 one hundred eighty (180) days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx take written exception to any item in any such statement within such 120-one hundred eighty (180) day period, such statement shall be considered as final and accepted by Tenant. Notwithstanding the foregoing, if Tenant audits the Taxes or Expenses and discovers an error of greater than three percent (except as provided below in this clause (vi) with respect 3%), Tenant shall have a right to retroactive adjustments)audit prior years’ statements for errors relating to the same items. Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and ’s accounting records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable an independent certified public accounting firm selected by Tenant, but subject Tenant and reasonably acceptable to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination audit shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 thirty (30) days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's ’s original determination of the Adjustment Rent for the year in issue was in error by more than three percent (3%), in which case Landlord agrees to pay the cost of such audit; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's ’s agreement to pay any such sums and Landlord's ’s obligation to refund any such sums (provided Tenant is not in default Default hereunder) shall survive the termination of this Lease; (viii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building)notice to Tenant; (x) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the last to occur of (x) the same date as the Rent listed on the statement showing such amount is duedue and (y) thirty (30) days after delivery of the statement; and (xi) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar yearyear or Landlord shall credit any overpayment against Rent next coming due, as applicable; and (xii) Tenant shall be responsible for paying any recordation tax incurred with respect to recording a memorandum of this Lease, if requested by Tenant.

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectively, the Rent for the year in which this Lease so begins or ends ends, shall be prorated and the monthly installments shall be adjusted accordingly; (ii) all Rent shall be paid to Landlord without offset or deduction (unless otherwise expressly permitted under this Lease)deduction, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least 95% of the rentable area of the Building is not fully rented and occupied, Landlord shall may elect to make an appropriate adjustment of Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% fully rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such year; (iv) any sum due from Tenant to Landlord which is not paid within five business days after the date when due shall bear interest from the date due until the date paid at the annual rate equal to of two (2) percentage points above the "Prime" or "Base" rate then most recently announced by Bank One (Chicago) plus 4% (subject JPMorgan Chase Bank, NA as its corporate base lending rate, from time to change as such rate changes)time in effect, but in no event higher than the maximum rate permitted by law (the "“Default Rate"); ”) and, in addition, if the payment of Rent is delinquent two times during a 12-month period, addition Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five business days after its due date equal to 3% five percent of such payment; (v) if changes are made to this Lease or the Building changing the number of rentable square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's ’s Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v))Share; (vi) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, right to inspect Landlord's books and ’s accounting records relative to Tenant’s Exterior CAM Expenses and Taxes during normal business hours at any time within 120 thirty days following the furnishing to Tenant of the annual statement of Adjustment Rent; andRent as it relates to the Taxes covered in such statement, and unless Tenant shall xxxx take written exception to any item in any such statement within such 120-thirty (30) day period, such statement shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's ’s agreement to pay any such sums and Landlord's ’s obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination of this Lease; (viii) no adjustment to the Rent Taxes by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Minimum Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (x) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xi) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar year.

Payment of Rent. The following provisions shall govern the --------------- payment of --------------- Rent: (ia) if this Lease commences or ends on a day other than the first day or last day of a calendar yearyear or calendar month, respectively, the Rent for the year or month in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordingly; (iib) all Rent shall be paid to Landlord without offset offset, abatement, counterclaim or deduction (unless otherwise expressly permitted under deduction, except as provided for in this Lease), and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least 95% of the rentable area of the Building is not rented and occupied, Landlord shall make an appropriate adjustment of Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such year; (ivc) any sum due from Tenant to Landlord which is not paid within five business days after the date when due shall bear interest from the date due until the date paid at the annual rate equal to of four percentage (4%) points, annualized, above the "Prime" or "Base" rate then most recently announced by Bank One (Chicago) plus 4% (subject of America as its prime rate, from time to change as such rate changes)time in effect, but in no event higher than the maximum rate permitted by law (the "Default Rate"); and, in addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge equal to five percent (5%) of such payment for any Rent payment which is paid more than five business (5) days after notice thereof from Landlord that such payment is overdue (a "Late Charge Notice") (provided, however, that such notice requirement is hereby waived by Tenant from and after such time as (i) a Bankruptcy Event shall have occurred with respect to Tenant or any other event shall have occurred which prohibits or restricts Landlord's right to send a Late Charge Notice to Tenant or (ii) Landlord shall have previously sent two (2) or more Late Charge Notices to Tenant at any time during the Term of this Lease, whereupon such late charge shall be automatically due if a Rent payment is paid more than five (5) days after its due date equal to 3% of such payment; (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v)date); (vid) [intentionally deleted]; (e) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, right to inspect and/or audit Landlord's books and accounting records relative to Expenses and Taxes during normal business hours at any time within 120 days one (1) year following the furnishing to Tenant of the annual statement of Adjustment RentExpense Reconciliation Report; and, unless Tenant shall xxxx take written exception to any item in any such statement report within such 120-day one (1) year period, such statement report shall be considered as final and accepted by Tenant; (f) in the event that Tenant (except as provided below in this shall, pursuant to an inspection or audit performed under the foregoing clause (vi) with respect e), discover any error in Landlord's accounting records relative to retroactive adjustments). Tenant must timely pay all Expenses and Taxes which resulted in an overpayment of Adjustment Rent billed by Landlord pending Tenant, Tenant shall be entitled to a credit against the outcome next payment(s) of its inspection or any audit Rent becoming due hereunder in the amount of Landlord's books and records. If such overcharge to Tenant makes and, if the amount of such timely written exception, an audit as to overcharge exceeds three percent (3%) of the proper total amount of Adjustment Rent paid by Tenant for the applicable period to which such period overcharge relates, Tenant shall be entitled to reimbursement from Landlord for the reasonable costs and expenses incurred by Tenant in connection with such inspection or audit (or, if such audit is performed by a reputable certified public accounting firm selected directly by Tenant, but subject to Landlord's the reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final customary costs and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid expenses otherwise chargeable by Tenant in connection therewith if such audit had been performed for a prior yearthird party), then which amount shall be paid by Landlord to Tenant within fifteen (15) days after notice thereof to Landlord and delivery to Landlord of invoices or other reasonable documentation verifying the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost amount of such audit unless it is determined reimbursement, provided, however, that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such auditamount shall not exceed five thousand dollars ($5,000) during any calendar year; (viig) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's agreement to pay any such sums and Landlord's obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination of this Lease; (viii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ixh) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (xi) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xij) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar year.

Payment of Rent. The following provisions shall govern the payment of --------------- ---------------- Rent: (i) i. if this Lease commences or ends on a day other than the first day or last day of a calendar yearmonth, respectively, the Rent for the year in which this Lease so begins or ends such month shall be prorated and the monthly installments shall be adjusted accordingly; (ii) . all Rent shall be paid to Landlord without offset or deduction (unless otherwise expressly permitted under this Lease)deduction, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least 95% of the rentable area of the Building is not rented and occupied, Landlord shall make an appropriate adjustment of Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such year; (iv) . any sum due from Tenant to Landlord which is not paid within five business thirty (30) days after of the date due shall bear interest from the date due until the date paid at the annual rate equal to of ten percent (10%) from the "Prime" date the payment was due (or "Base" rate then most recently announced by Bank One (Chicago) plus 4% (subject to change as such rate changesthe first business day thereafter), but in no event higher than which rate shall not exceed the maximum rate permitted by law (the "Default Rate"); and, in addition, if in recognition of the payment fact that Landlord will incur certain administration costs and other damages, the amount of Rent is delinquent two times during a 12-month periodwhich are not readily quantifiable, but of which the Late Charge (as defined herein) shall be an approximation, Tenant shall shall, in addition to interest at the Default Rate, pay Landlord a late charge for any Rent payment which is paid more than five business (5) days after its due date equal to 3% five percent (5%) of such payment; payment (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v)"Late Charge"); (vi) iv. Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, right to inspect Landlord's books and accounting records relative to Expenses and Taxes during normal business hours at any time within 120 ninety (90) days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx take written exception to any item in any such statement within such 120-ninety (90) day period, such statement shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit; (vii) v. in the event of the termination of this Lease prior to the determination of any Adjustment RentRent , Tenant's agreement to pay any such sums and Landlord's obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination of this Lease; (viii) vi. no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) vii. Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (x) viii. each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xi) ix. if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar year.

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectively, the Rent for the year in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordinglyprorated; (ii) all Rent shall be paid to Landlord without notice, demand, offset or deduction (unless otherwise expressly permitted under this Leaseallowed herein), and the covenant to pay Rent shall be independent of every other covenant in this Lease; and (iii) if during all or any portion of any year at least 95% of the rentable area of the Building is not rented and occupied, Landlord shall make an appropriate adjustment of Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such year; (iv) any sum due from Tenant to Landlord which is not paid within five business days after the date due shall bear interest from the date due until the date paid at the annual rate equal to the "Prime" or "Base" rate then most recently announced by Bank One (Chicago) plus 4% (subject to change as such rate changes), but in no event higher than the maximum rate permitted by law (the "Default Rate"); and, in addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five business (5) days after receipt by Tenant from Landlord of notice of its due date failure to pay such Rent payment when due, which late charge shall be equal to 3% of Five Hundred and 00/100 Dollars ($500.00) for the first late payment, and such paymentlate charge shall be doubled in each following month that a late payment occurs (month 2 late charge is $1,000.00, month 3 late charge is $2,000.00, and months 4 — 12 late charge is $4,000.00; provided however, the late charge shall re-set to $500.00 after each 12-month period and shall not exceed $4,000.00 in any one (v1) if changes are made to this Lease or month. Notwithstanding the Building changing the number of square feet contained in the Premises or in the Buildingaforementioned, Landlord shall make an appropriate adjustment only have the obligation to Tenant's Proportionate Share provide Tenant with five (provided all rentable areas 5) days notice of each such failure, the late charge shall be determined in accordance with the measurement standards noted in imposed after Tenant’s failure to pay Rent within five (5) days after it is due without any further notification of such failure. Landlord’s obligation to give notice under this Section 2A(v)); (vi) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, to inspect Landlord's books and records relative to Expenses and Taxes during normal business hours at any time within 120 days following the furnishing to Tenant 2.C. is solely for purposes of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx written exception to any item in any such statement within such 120-day period, such statement shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) with respect to retroactive adjustments)assessing late charges. Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as In addition to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (andlate charge, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's agreement fails to pay any component of Rent within twenty (20) days after such sums is due (unless otherwise expressly set forth herein), Tenant shall also pay interest on such unpaid component of Rent at a per annum rate of twelve percent (12%) until said amount is paid in full; and Landlord's obligation to refund (iv) any such sums (provided Tenant is not in default hereunder) shall survive the termination of this Lease; (viii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (x) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xi) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar year.

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectively, the Rent for the year in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordingly; (ii) all Rent shall be paid to Landlord without offset or deduction (unless otherwise deduction, except as expressly permitted under this Lease)provided herein, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least 95% of the rentable area of the Building is not rented and occupied, Landlord shall make an appropriate adjustment of Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such year; (iv) any sum due from Tenant to Landlord which that is not paid within five business days after on or before the date tenth (10th) day of when due shall bear interest from the date due until the date paid at the annual rate equal to the "Prime" or "Base" rate then most recently announced by Bank One of eighteen percent (Chicago) plus 4% (subject to change as such rate changes18%), but in no event higher than the maximum rate permitted by law (the "“Default Rate"); ”) and, in addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five business days after its due date equal to three percent (3% %) of such payment; (viv) if changes are made to this Lease or the Building changing the number Rentable Square Feet of square feet contained in the Premises or in Rentable Square Feet of the Building, Landlord shall make an appropriate adjustment to Tenant's ’s Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v))Share; (viv) Tenant, or an independent certified accounting firm retained by Tenant on an hourly fee basis (or its designated agent) and not on a contingency fee basis), shall have the right, upon reasonable prior written notice to Landlord, right to inspect Landlord's books and ’s accounting records relative to Expenses and Taxes during normal business hours at any time within 120 ninety (90) days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx take written exception to any item in any such statement within such 120-ninety (90) day period, such statement shall be considered as final and accepted by Tenant (except as provided below in this clause Tenant; (vi) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's ’s agreement to pay any such sums and Landlord's ’s obligation to refund any such sums (provided Tenant is not in default Default hereunder) shall survive the termination of this Lease; (viiivii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (xviii) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xiix) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall thereafter pay retroactively the increased amount amount, if any, for all previous remaining months of such calendar year.

Payment of Rent. All Base Rent, Additional Payments, and all other sums due hereunder or in connection herewith (collectively, "Rent") shall be paid to the order of Lessor or as Lessor may direct in writing. The following provisions shall govern the payment of --------------- Rent: (ia) if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectively, the Rent for the year in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordingly; (iib) all Rent shall be paid to Landlord Lessor without offset or deduction (unless otherwise except as may be expressly permitted under provided to the contrary by the terms of this Lease), and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iiic) if during all or any portion of any year at least 95% of the rentable area of the Building is not rented Rent (other than Base Rent and occupied, Landlord shall make an appropriate adjustment of Expenses and/or Taxes for such year Additional Payments) owed by Lessee to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% rented and occupied for the entire year and the amount so determined Lessor hereunder shall be deemed to have been paid within ten (10) days from the Expenses and/or Taxes for such yeardate Lessor renders statements of account therefor; (ivd) any sum due from Tenant Lessee to Landlord Lessor which is not paid within five business days after the date when due shall bear interest from the date due until the date paid at the annual rate equal to of two percentage (2%) points above the "Prime" or "Base" rate then most recently announced by The First National Bank One of Chicago as its corporate base lending rate, from time to time in effect (the "Default Rate"), or, in the event The First National Bank of Chicago is not then in existence, the Default Rate shall be two percentage (2%) points above the corporate base rate of the largest Chicago) plus 4% (subject to change as such rate changes)-based commercial bank then in existence, but in no event shall the Default Rate be higher than the maximum rate permitted by law law; and (the "Default Rate"); and, in addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five business days after its due date equal to 3% of such payment; (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v)); (vi) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, to inspect Landlord's books and records relative to Expenses and Taxes during normal business hours at any time within 120 days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx written exception to any item in any such statement within such 120-day period, such statement shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit; (viie) in the event of the termination of this Lease prior to the determination of any Adjustment RentAdditional Payments for any period within the Term, TenantLessee's agreement to pay any such sums and LandlordLessor's obligation to refund any such sums (provided Tenant Lessee is not in default hereunder) shall survive the termination of this Lease; (viii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (x) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xi) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar year.

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectively, the Rent for the year in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordingly; (ii) except as may be specifically provided to the contrary elsewhere in this Lease, all Rent shall be paid to Landlord without offset or deduction (unless otherwise expressly permitted under this Lease)deduction, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least 95% of the rentable area of the Building is not fully rented and occupied, Landlord shall make an appropriate adjustment of variable Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% fully rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such year; (iv) any sum due from Tenant to Landlord which is not paid within five business days after the date when due shall bear interest from the date due until the date paid at the annual rate equal to of two percentage (2%) points above the "Prime" or "Base" rate then most recently announced by The First National Bank One (of Chicago) plus 4% (subject , NBD, as its corporate base lending rate, from time to change as such rate changes)time in effect, but in no event higher than the maximum rate permitted by law (the "Default Rate"); and, in addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five business (5) days after its due date equal to 3% five percent (5%) of such payment; (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v))Share; (vi) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, right to inspect Landlord's books and accounting records relative to Expenses and Taxes during normal business hours at any time within 120 thirty (30) days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx take written exception to any item in any such statement within such 120-thirty (30) day period, such statement shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's agreement to pay any such sums and Landlord's obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination of this Lease; (viii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (x) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xi) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent Rent, at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar year.

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectively, the Rent for the year in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordingly; (ii) all Rent shall be paid to Landlord without offset or deduction (unless otherwise expressly permitted under this Lease)deduction, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least 95% of the rentable area of the Building is not fully rented and occupied, Landlord shall may elect to make an appropriate adjustment of Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% fully rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such year; (iv) any sum due from Tenant to Landlord which is not paid within five business ten (10) days after the due date due for such payment shall bear interest from the date due until the date paid at the annual rate equal to the "Prime" or "Base" rate then most recently announced by Bank One of eighteen percent (Chicago18%) plus 4% (subject to change as such rate changes)per annum, but in no event higher than the maximum rate permitted by law (the "Default Rate"); and, in addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge for any Rent payment which is not paid more than five business within ten (10) days after its due date equal to 3% five percent (5%) of such payment; (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v))Share; (vi) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, right to inspect Landlord's books and accounting records relative to Expenses and Taxes during normal business hours at any time within 120 thirty (30) days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx take written exception to any item in any such statement within such 120-thirty (30) day period, such statement shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's agreement to pay any such sums and Landlord's obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination of this Lease; (viii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Minimum Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (x) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xi) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate; and (xii) if, at which time after Tenant shall pay retroactively have made any payment of Adjustment Rent to Landlord pursuant to Section 2(b), Landlord shall receive a refund of any portion of Taxes paid by Tenant with respect to any tax period during the increased amount for all previous months Term of this Lease as a result of abatement of such calendar yearTaxes by legal proceedings, settlement or otherwise, Landlord shall credit to Tenant Tenant's Proportionate Share of such refund (less the proportional pro rata reasonable expenses, including reasonable attorneys' fees and appraisers' fees incurred by Landlord in connection with obtaining such refund), as it relates to Taxes paid by Tenant to Landlord with respect to any such period for which a refund is obtained.

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectively, the Rent for the year in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordingly; (ii) all Rent shall be paid to Landlord without offset or deduction (unless otherwise expressly permitted under this Lease)deduction, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least 95% of the rentable area of the Building is not rented and occupied, Landlord shall make an appropriate adjustment of Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such yearINTENTIONALLY OMITTED; (iv) any sum due from Tenant to Landlord which is not paid within five business days after the date when due shall bear interest from the date due until the date paid at the annual rate equal to of five percentage (5%) points above the "Prime" or "Base" rate Prime Rate then most recently announced by Bank One (Chicago) plus 4% (subject to change as such rate changes)in effect, but in no event higher than the maximum rate permitted by law (the "Default Rate"); and, in addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five business (5) days after its due date equal to 3% five percent (5%) of such payment; (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v))Share; (vi) Tenant, or an independent certified accounting firm retained by Tenant on an hourly fee basis (or its designated agent) and not on a contingency fee basis), shall have the right, upon reasonable prior written notice to Landlord, right to inspect Landlord's books and accounting records relative to Expenses and Taxes during normal business hours at any time within 120 thirty (30) days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx take written exception to any item in any such statement within such 120-thirty (30) day period, such statement shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit; (vii) in the event of the termination or expiration of this Lease prior to the determination of any Adjustment Rent, Tenant's agreement to pay any such sums and Landlord's obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination or expiration of this Lease; (viii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (x) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xi) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent Rent, as the case may be, at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar year.

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectively, the Rent for the year in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordingly; (ii) except as otherwise expressly provided in this Lease, all Rent shall be paid to Landlord without offset or deduction (unless otherwise expressly permitted under this Lease)deduction, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any calendar year at least 95% of during the rentable area of Term the Building is not rented and occupiedat least ninety-five percent (95%) occupied by tenants, Landlord shall make an appropriate adjustment of Expenses and/or Taxes for such calendar year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% rented and at least ninety-five percent (95%) occupied by tenants for the entire calendar year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such calendar year; (iv) any sum due from Tenant to Landlord which is not paid within five business ten (10) days after of the date when due shall bear interest from the date due until the date paid at the annual rate equal to of the "Prime" or "Base" prime rate then most recently announced by in effect for the First National Bank One of Boston, plus four and one-half percent (Chicago) plus 4% (subject to change as such rate changes4 1/2%), but in no event higher than the maximum rate permitted by law (the "Default Rate"); and, in addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five business ten (10) days after its due date equal to 3% five percent (5%) of such payment; (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v))Share; (vi) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, to inspect Landlord's books and records relative to Expenses and Taxes during normal business hours at any time within 120 days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx written exception to any item in any such statement within such 120-day period, such statement shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's agreement to pay any such sums and Landlord's obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination of this Lease; (viii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (x) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xiix) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar year.

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectively, the Rent for the year in which this Lease so begins or ends shall be prorated on a daily basis (based upon a thirty (30) day month) and the monthly installments shall be adjusted accordingly; (ii) all Rent shall be paid to Landlord without offset or deduction (unless otherwise expressly permitted under this Lease)except any rent abatement provided for in Section 12 hereof, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least 95% the Building is not fully rented and occupied (fully rented and occupied shall mean that one-hundred percent (100%) of the rentable area Rentable Square Feet of the Building is not rented and occupiedoccupied by tenants under lease), Landlord shall make an appropriate adjustment of Taxes and variable Expenses and/or Taxes for such year to determine the Taxes and Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% fully rented and occupied for the entire year and the amount so determined shall be deemed to have been the Taxes and Expenses and/or Taxes for such year; (iv) any sum due from Tenant to Landlord which is not paid within five business days after the date when due shall bear interest from the date due until the date paid at the annual rate equal to of two percentage (2%) points above the "Prime" or "Base" rate then most recently announced by The First National Bank One (Chicago) plus 4% (subject of Chicago as its corporate base lending rate, from time to change as such rate changes)time in effect, but in no event higher than the maximum rate permitted by law (the "Default Rate"); and, in addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five (5) business days after its due date equal to 3% five percent (5%) of such payment; provided, however, that on the first occasion of the late payment of Rent in any calendar year, and no more than once in any calendar year, Landlord agrees to waive its right to collect interest and late charges on such payment of Rent if such payment is made no later than the fifth (5th) business day after Landlord delivers to Tenant written notice of such late payment; (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v)); (vi) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, to inspect Landlord's books and records relative to Expenses and Taxes during normal business hours at any time within 120 days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx written exception to any item in any such statement within such 120-day period, such statement shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's agreement to pay any such sums and Landlord's obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination of this Lease; (viii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (x) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xi) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar year.changing the

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) Tenant shall pay Rent to Landlord at Landlord’s address described in the Schedule (Attention: Property Management), or to such other party or to such other address as Landlord may hereafter designate by written notice to Tenant; (ii) if this Lease the Term commences or ends on a day other than the first day or last day of a calendar yearmonth, respectively, the then Rent for the year month in which this Lease the Term so begins or ends shall be prorated and based upon the monthly installments shall be adjusted accordinglynumber of days in the applicable month; (iiiii) all Rent shall be paid to Landlord without demand, offset or deduction (unless otherwise expressly permitted under this Lease)deduction, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least 95% of the rentable area of the Building is not rented and occupied, Landlord shall make an appropriate adjustment of Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such year; (iv) any sum due from Rent payment owing by Tenant to Landlord which is not paid within five business (5) days after the date Landlord gives Tenant a written notice that such payment was not received by Landlord when due shall bear interest from the date due until the date paid at a rate (the annual rate “Default Rate”) equal to the "Prime" greater of (A) one and one-half percent (1½%) per month, or "Base" (B) four percent (4%) plus the corporate base rate then most recently (the “Prime Rate”) of interest announced from time to time by Bank One (of America at its Chicago) plus 4% (subject to change as such rate changes), Illinois office, but in no event higher than the maximum rate permitted by law (the "Default Rate"); and, in applicable Law. In addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five business (5) days after its due date equal to 3% of such paymentThree Hundred Fifty Dollars ($300.00); (v) if changes modifications are made to this Lease or the Building Property changing the number of leaseable square feet contained in the Premises or in the BuildingProperty, then Landlord shall make an appropriate adjustment to Tenant's ’s Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v))Share; (vi) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, to inspect Landlord's books and records relative to Expenses and Taxes during normal business hours at any time within 120 days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx written exception to any item in any such statement within such 120-day period, such statement shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's ’s agreement to pay any such sums underpayment of Tenant Reimbursement Amount for the calendar year in which the Term ends, and Landlord's ’s obligation to refund any such sums overpayments of Tenant Reimbursement Amount for the calendar year in which the Term ends (provided Tenant is not in default hereunderDefault) shall survive the termination end of this Leasethe Term; (viii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (xvii) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xiviii) if Landlord fails to give Tenant an estimate of Adjustment Rent Tenant Reimbursement Amount prior to the beginning of any calendar yearyear during the Term, then Tenant shall continue to pay Adjustment Rent estimated Tenant Reimbursement Amount at the rate for the previous calendar year until Landlord delivers such estimate; and (ix) Landlord shall have the right to apply payments received from Tenant pursuant to this Lease (regardless of Tenant’s designation of any contrary application) to satisfy any obligations of Tenant hereunder, at which time Tenant shall pay retroactively the increased amount for all previous months of in such calendar yearorder and amounts as Landlord in its sole discretion may elect.

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectively, the Rent for the year in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordingly; (ii) all Rent shall be paid to Landlord without offset or deduction (unless except as otherwise expressly permitted under provided in this Lease), and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any calendar year at least 95% of during the rentable area of Term the Building is not rented and occupiedat least ninety-five percent (95%) occupied by tenants, Landlord shall may elect to make an appropriate adjustment of Expenses and/or Taxes for such calendar year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% rented and at least ninety-five percent (95%) occupied by tenants for the entire calendar year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such calendar year; (iv) any sum due from Tenant to Landlord which is not paid within five business days after the date when due shall bear interest from the date due until the date paid at the annual rate equal to of the "Prime" or "Base" prime rate then most recently announced by in effect for the First National Bank One of Boston plus four percent (Chicago) plus 4% (subject to change as such rate changes%), but in no event higher than the maximum rate permitted by law (the "“Default Rate"”); and, in addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five business (5) days after its due date equal to 3% five percent (5%) of such payment; (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's ’s Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v))Share; (vi) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, right to inspect Landlord's books and ’s accounting records relative to Expenses and Taxes during normal business hours at any time within 120 one hundred twenty (120) days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx take written exception to any item in any such statement within such one hundred twenty (120-) day period, such statement shall be considered as final and accepted by Tenant Tenant; (except as provided below in this clause (vivii) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome upon request of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to furnish Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after a copy of the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund most current invoice for Taxes paid that has been received by Tenant in a prior year), then Landlord from the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audittaxing authority; (viiviii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's ’s agreement to pay any such sums and Landlord's ’s obligation to refund any such sums (provided to the extent that Tenant is not in default hereunder) shall survive the termination of this Lease; (viiiix) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (x) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on within thirty (30) days of Tenant’s receipt of the statement showing such amount is due; and (xi) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate; and (xii) if, at which time after Tenant shall pay retroactively have made any payment of Adjustment Rent to Landlord pursuant to Section 2.B., Landlord shall receive a refund of any portion of Taxes paid by Tenant with respect to any tax period during the increased amount for all previous months Term of this Lease as a result of abatement of such calendar yearTaxes by legal proceedings, settlement or otherwise, Landlord shall credit to Tenant Tenant’s Proportionate Share of such refund (less the proportional pro rata reasonable expenses, including reasonable attorneys’ fees and appraisers’ fees incurred by Landlord in connection with obtaining such refund), as it relates to Taxes paid by Tenant to Landlord with respect to any such period for which a refund is obtained. Landlord represents to Tenant that Landlord has not filed for an abatement of Taxes for fiscal year 1995.

Payment of Rent. The following provisions shall govern the payment --------------- of --------------- Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectively, the Rent for the year in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordingly; (ii) except as otherwise expressly provided herein, all Rent shall be paid to Landlord without offset or deduction (unless otherwise expressly permitted under this Lease)deduction, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year the Building is not at least 95% of the rentable area of the Building is not rented and occupied, Landlord shall may elect to make an appropriate adjustment of Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 10095% rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such year; (iv) any sum due from Tenant to Landlord which is not paid within five business days after the date when due shall bear interest from the date due until the date paid at the annual rate equal to the "Prime" or "Base" rate then most recently announced by Bank One (Chicago) plus 4of 12% (subject to change as such rate changes)per annum, but in no event higher than the maximum rate permitted by law (the "Default Rate"); and, in addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five business days after its due date equal to 35% of such paymentpayment (provided Tenant shall not be liable for such 5% late charge or such interest the first two times Tenant fails to timely pay Rent when due in any calendar year unless, with respect to each such incidence, such failure continues for more than five days after written notice); (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v))Share; (vi) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, to inspect Landlord's books and accounting records relative to Expenses and Taxes during normal business hours at any time within 120 days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx take written exception to any item in any such statement within such 120-day period, such statement shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) with respect to retroactive adjustments)Tenant. Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and accounting records. If Tenant makes such timely written exception, Landlord and Tenant shall act in good faith to resolve any dispute. If Landlord and Tenant are unable to resolve the dispute within 30 days, then by written notice to Landlord given not later than 35 days after the date Tenant made the written exception, Tenant may require that an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable an independent certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination audit shall be final and conclusive. If Tenant fails to timely make a written exception or to timely require an audit by an independent accounting firm, Landlord's statement shall be considered as final and accepted by Tenant. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit. If Tenant makes a written exception to an item in Landlord's statement and the audit reveals an error in such item for any prior year in addition to the year in question, such error for the prior year shall also be addressed in the manner set forth above; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's agreement to pay any such sums and Landlord's obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination of this Lease; (viii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (x) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xi) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate, at which time ; and (xii) Tenant shall pay retroactively be entitled to Tenant's Proportionate Share of any refund of Operating Expenses or Taxes received by Landlord, but only to the increased amount for all previous months extent Tenant paid a share of such calendar yearthe Operating Expenses or Taxes being refunded.

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectively, the Rent for the year in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordingly; (ii) all Rent shall be paid to Landlord without offset or deduction (unless otherwise expressly permitted under this Lease)deduction, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least 95% of the rentable area of the Building is not rented and occupied, Landlord shall make an appropriate adjustment of Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such year; (iv) any sum due from Tenant to Landlord which is not paid within five business days after the date when due shall bear interest from the date due until the date paid at the annual rate equal to of two (2) percentage points above the "Prime" or "Base" rate then most recently announced by the First National Bank One (Chicago) plus 4% (subject of Chicago as its corporate base lending rate, from time to change as such rate changes)time in effect, but in no event higher than the maximum rate permitted by law (the "“Default Rate"”); and, in addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five business (5) days after its due date equal to 3% five percent (5 %) of such payment; (viv) if changes are made to this Lease lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's ’s Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v))Share; (viv) Tenant (or its designated agent) shall have the right, upon reasonable prior written notice to Landlord, right to inspect Landlord's books and ’s accounting records relative to Expenses and Taxes taxes during normal business hours at any time within 120 days following the furnishing to Tenant of the annual statement of Adjustment RentRent Adjustment; and, unless Tenant shall xxxx take written exception to any item in any such statement within such 120-day periodfifteen (15), such statement shall be considered as final and accepted by Tenant (except as provided below in this clause Tenant; (vi) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's ’s agreement to pay any such sums and Landlord's ’s obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination of this Lease; (viiivii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ixviii) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (xix) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xix) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent as the case may be, at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar year.

Payment of Rent. The following provisions shall govern the payment of --------------- Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectively, the Rent for the year in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordingly; (ii) all Rent shall be paid to Landlord without offset or deduction (unless otherwise expressly permitted under this Lease)deduction, and the covenant to pay Rent shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least the Building is not fully rented and occupied (fully rented and occupied shall mean that ninety-five percent (95% %) of the rentable area Rentable Square Feet of the Building is not rented and occupiedoccupied by tenants under lease), Landlord shall may elect to make an appropriate adjustment of variable Expenses and/or Taxes for such year to determine the Expenses and/or Taxes that would have been paid or incurred by Landlord had the rentable area of the Building been 100% fully rented and occupied for the entire year and the amount so determined shall be deemed to have been the Expenses and/or Taxes for such year; (iv) any sum due from Tenant to Landlord which is not paid within five business days after the date when due shall bear interest from the date due until the date paid at the annual rate equal to of five percentage (5%) points above the "Prime" or "Base" rate Prime Rate then most recently announced by Bank One (Chicago) plus 4% (subject to change as such rate changes)in effect, but in no event higher than the maximum rate permitted by law (the "“Default Rate"”); and, in addition, if the payment of Rent is delinquent two times during a 12-month period, Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five business (5) days after its due date equal to 3% five percent (5%) of such payment; (v) if changes are made to this Lease or the Building changing the number of square feet contained in the Premises or in the Building, Landlord shall make an appropriate adjustment to Tenant's ’s Proportionate Share (provided all rentable areas shall be determined in accordance with the measurement standards noted in Section 2A(v))Share; (vi) Tenant, or an independent certified accounting firm retained by Tenant on an hourly fee basis (or its designated agent) and not on a contingency fee basis), shall have the right, upon reasonable prior written notice to Landlord, right to inspect Landlord's books and ’s accounting records relative to Expenses and Taxes during normal business hours at any time within 120 thirty (30) days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall xxxx take written exception to any item in any such statement within such 120-thirty (30) day period, such statement shall be considered as final and accepted by Tenant (except as provided below in this clause (vi) with respect to retroactive adjustments). Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord's books and records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by a reputable certified public accounting firm selected by Tenant, but subject to Landlord's reasonable approval. After the auditor has reached a preliminary determination, each party shall have 30 days to review the auditor's preliminary findings and comment thereon (and, if applicable, advocate a change in such determination). Thereafter the auditor shall notify the parties of its final determination, which determination shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within 30 days after the results of such audit are reported to the parties. If the results of an audit for a particular year reveal that retroactive adjustments of Taxes may be appropriate for a prior year (i.e., if Landlord receives a refund for Taxes paid by Tenant in a prior year), then the auditor may examine the particular component of Taxes for the prior year to determine the appropriate adjustment. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord's original determination of the Adjustment Rent for the year in issue was in error by more than 3%, in which case Landlord agrees to pay the cost of such audit; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant's ’s agreement to pay any such sums and Landlord's ’s obligation to refund any such sums (provided Tenant is not in default hereunder) shall survive the termination or expiration of this Lease; (viii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building (provided Landlord shall not do so more than twice during the Term or with the intention of increasing amounts payable by the tenants of the Building); (x) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the same date as the Rent listed on the statement showing such amount is due; and (xi) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar year.