Notwithstanding the provisions of [Section 3.01] of this Lease to the contrary, Landlord shall pay on behalf of or reimburse Tenant for all costs incurred in preparing the Demised Premises for Tenant’s occupancy not exceeding ​. Tenant shall present to Landlord, not more often than monthly, a copy of all of the expenses incurred by Tenant, together with copies of bills therefor and receipted statements or other evidence of payment thereof reasonably satisfactory to Landlord if Tenant requests reimbursement, and Landlord shall, within ten days of the presentation of such bills together with proof of payment thereof, if Tenant requests reimbursement, pay on behalf of Tenant or reimburse Tenant for all such costs and expenses, subject to the limitation set forth in this [Section 3.02]. Tenant shall not be entitled to any payment or reimbursement for the cost of any furniture or furnishings.

Landlord’s Costs and Expenses. If Tenant shall fail to comply with any of its obligations hereunder, Landlord may, upon ten (10) days’ prior written notice to Tenant (or without notice in case of emergency), take any such action as may be reasonably required to cure any such default by Tenant. Tenant will pay to Landlord, on demand, all costs and expenses, including reasonable attorneys’ fees, incurred by Landlord arising out of any such Landlord self-help following a default, or other charges payable by Tenant hereunder, or in connection with any litigation commenced by Tenant or by a third party against Tenant (other than condemnation proceedings) to which Landlord, without any fault on its part, shall be made a party. All such amounts owing to Landlord shall constitute additional Rent hereunder.

Expenses Incurred by Lender. Borrower shall pay to Lender in addition to all other amounts due, all outside attorneys’ fees and expenses incurred by Lender in connection with: # Lender’s attempt, following an Event of Default, to collect the unpaid Principal and accrued Interest, or any sums due under this Note or the Security Agreement, whether or not legal proceedings are instituted by Lender, # any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under this Note or the Security Agreement, and/or # any reasonable action taken by or at the direction of Lender to protect the lien of the Security Agreement or any other documents, which evidence or secure the Principal and any accrued Interest.

If Tenant shall fail to remove any of its property from the Premises prior to the expiration or earlier termination of this Lease, then Landlord may, at its option, remove the same in any manner that Landlord shall choose and store such effects without liability to Tenant for loss thereof or damage thereto, and Tenant shall pay Landlord, upon demand, any costs and expenses incurred due to such removal and storage or Landlord may, at its sole option and without notice to Tenant, sell such property or any portion thereof at private sale and without ​ process for such price as Landlord may obtain and apply the proceeds of such sale against any # amounts due by Tenant to Landlord under this Lease and # any expenses incident to the removal, storage and sale of such personal property.

The Annual Statement shall be final and binding upon Tenant unless Tenant, within 90 days after Tenant’s receipt thereof, shall contest any item therein by giving written notice to Landlord, specifying each item contested and the reason therefor. If, during such 90 day period, Tenant reasonably and in good faith questions or contests the accuracy of Landlord’s statement of Tenant’s Share of Operating Expenses, Landlord will provide Tenant with access to Landlord’s books and records relating to the operation of the Project, Landlord’s calculation of Operating Expenses and such other information reasonably requested by Tenant relating thereto (the “Expense Information”). If after Tenant’s review of such Expense Information, Landlord and Tenant cannot agree upon the amount of Tenant’s Share of Operating Expenses, then Tenant shall have the right to have an independent public accounting firm selected by Tenant from among the 4 largest in the United States, working pursuant to a fee arrangement other than a contingent fee (at Tenant’s sole cost and expense) and approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed), audit and/or review the Expense Information for the year in question (the “Independent Review”). The results of any such Independent Review shall be binding on Landlord and Tenant. If the Independent Review shows that the payments actually made by Tenant with respect to Operating Expenses for the calendar year in question exceeded Tenant’s Share of Operating Expenses for such calendar year, Landlord shall at Landlord’s option either # credit the excess amount to the next succeeding installments of estimated Operating Expenses or # pay the excess to Tenant within 30 days after delivery of such statement, except that after the expiration or earlier termination of this Lease or if Tenant is delinquent in its obligation to pay Rent, Landlord shall pay the excess to Tenant after deducting all other amounts due Landlord. If the Independent Review shows that Tenant’s payments with respect to Operating Expenses for such calendar year were less than Tenant’s Share of Operating Expenses for the calendar year, Tenant shall pay the deficiency to Landlord within 30 days after delivery of such statement. If the Independent Review shows that Tenant has overpaid with respect to Operating Expenses by more than 5% then Landlord shall reimburse Tenant for all costs incurred by Tenant for the Independent Review. Operating Expenses for the calendar years in which Tenant’s obligation to share therein begins and ends shall be prorated. Notwithstanding anything set forth herein to the contrary, if the Project is not at least 95% occupied on average during any year of the Term, Tenant’s Share of Operating Expenses for such year shall be computed as though the Project had been 95% occupied on average during such year.

In the event that Landlord commences suit for the repossession of the Premises after the Termination Date, Tenant shall pay Landlord all expenses incurred in connection therewith, including reasonable attorneys' fees.

Tenant agrees to provide Landlord with reasonable access to Tenant’s water and/or energy usage data on a monthly basis, either by providing Tenant’s applicable utility login credentials to Landlord’s Measurable online portal, or by another delivery method reasonably agreed to by Landlord and Tenant. The costs and expenses incurred by Landlord in connection with receiving and analyzing such water and/or energy usage data (including, without limitation, as may be required pursuant to applicable Legal Requirements) shall be included as part of Operating Expenses.

Landlord Indemnification of Tenant. Except to the extent caused by the negligence or willful misconduct of Tenant or an Agent of Tenant, Landlord shall reimburse Tenant and shall indemnify and hold Tenant harmless from and against all Claims suffered or claimed against Tenant as a result of: # Landlord’s or any Landlord’s Representative’s use or control of the common areas of the Condominium and the Building Structure and Systems; # grossly negligent act or omission or willful misconduct of Landlord or any Landlord’s Representative on or about the Premises or the Condominium, or # any breach of Landlord’s obligations under this Lease. In no event, however, shall Landlord have any liability to Tenant for interruption or loss to Tenant’s business or any indirect or consequential damages or for any liability covered by any insurance policy carried (or required by this Lease to be carried) by Tenant or such person.

Tenant shall pay and indemnify Landlord against all reasonable legal costs and charges incurred in obtaining possession of the Premises after a default of Tenant or upon expiration or earlier termination of the term hereof, other than by reason of any default of Landlord. In addition, and more generally, Tenant shall reimburse Landlord for its reasonable legal costs and charges incurred in enforcing any other covenant or agreement of Tenant herein contained (i.e. a covenant or agreement other than one that relates to Tenant delivering possession back to Landlord upon the expiration or termination of this Lease) provided that Tenant shall be obligated to make such payments only if Landlord prevails in such proceeding.

If Tenant fails to timely perform the Specific Delivery Work, Landlord shall have the right to perform the Specific Delivery Work and, in that event, Tenant shall pay Landlord the costs incurred by Landlord in performing the Specific Delivery Work upon demand.

Guarantor further agrees to pay Landlord all expenses (including reasonable attorneys’ fees actually incurred by Landlord) paid or incurred by Landlord in endeavoring to collect the indebtedness evidenced by the Lease or the Lease Documents, to enforce the obligations of Tenant guaranteed hereby, or any portion thereof, or to enforce this Guaranty.

To pay to the Landlord on demand all reasonable Landlord’s Expenses reasonably and properly incurred charged or payable by the Landlord and/or the Superior Landlord in connection with the following:

Tenant shall pay to Landlord an amount equal to two percent (2%) of the cost to Tenant of all Alterations to cover Landlord’s overhead and expenses for plan review, engineering review, coordination, scheduling and supervision thereof or obtaining any required Lender consent. For purposes of payment of such sum, Tenant shall submit to Landlord copies of all bills, invoices and statements covering the costs of such charges, accompanied by payment to Landlord of the fee set forth in this Section. Tenant shall reimburse Landlord for any extra expenses incurred by Landlord by reason of faulty work done by Tenant or its contractors, or by reason of delays arising from such faulty work, or by reason of inadequate clean-up.

Terminate this Lease, and Landlord may recover from Tenant all amounts permitted by law necessary to compensate Landlord for the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease (specifically including, without limitation, brokerage commissions and advertising expenses incurred, expenses of remodeling the Premises, the Building, or any portion thereof for a new tenant, whether for the same or a different use, and any special concessions made to obtain a new tenant);

The Annual Statement shall be final and binding upon Tenant unless Tenant, within 45 days after Tenant’s receipt thereof, shall contest any item therein by giving written notice to Landlord, specifying each item contested and the reason therefor. If, during such 45 day period, Tenant reasonably and in good faith questions or contests the accuracy of Landlord’s statement of Tenant’s Share of Operating Expenses, Landlord will provide Tenant with access to Landlord’s books and records relating to the operation of the Project and such information as Landlord reasonably determines to be responsive to Tenant’s questions (the “Expense Information”). If after Tenant’s review of such Expense Information, Landlord and Tenant cannot agree upon the amount of Tenant’s Share of Operating Expenses, then Tenant shall have the right to have an independent public accounting firm selected by Tenant from among the 4 largest in the United States, working pursuant to a fee arrangement other than a contingent fee (at Tenant’s sole cost and expense) and approved by Landlord (which approval shall not be unreasonably withheld or delayed), audit and/or review the Expense Information for the year in question (the “Independent Review”). The results of any such Independent Review shall be binding on Landlord and Tenant. If the Independent Review shows that the payments actually made by Tenant with respect to Operating Expenses for the calendar year in question exceeded Tenant’s Share of Operating Expenses for such calendar year, Landlord shall at Landlord’s option either # credit the excess amount to the next succeeding installments of estimated Operating Expenses or # pay the excess to Tenant within 30 days after delivery of such statement, except that after the expiration or earlier termination of this Lease or if Tenant is delinquent in its obligation to pay Rent, Landlord shall pay the excess to Tenant after deducting all other amounts due Landlord. If the Independent Review shows that Tenant’s payments with respect to Operating Expenses for such calendar year were less than Tenant’s Share of Operating Expenses for the calendar year, Tenant shall pay the deficiency to Landlord within 30 days after delivery of such statement.

Cost . The cost to design, permit and construct the Tenant Improvements shall be paid by Landlord. Any and all costs, fees or expenses of any kind or nature that are incurred due to changes requested by Tenant shall be the sole responsibility of Tenant.

If Landlord is not furnishing any particular work or service (the cost of which, if performed by Landlord, would be included in Operating Expenses) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Operating Expenses shall be deemed to be increased by an amount equal to the additional Operating Expenses which would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. If the Project is not at least one hundred percent (100%) occupied during all or a portion of any Expense Year, Landlord shall make an appropriate adjustment to the components of Operating Expenses for such year to determine the amount of Operating Expenses that would have been incurred had the Project been one hundred percent (100%) occupied; and the amount so determined shall be deemed to have been the amount of Operating Expenses for such year. Notwithstanding the foregoing or anything to the contrary set forth herein, Landlord shall not # make a profit by charging items to Operating Expenses that are otherwise also charged separately to tenants (including Tenant) of the Project, and # collect Operating Expenses from Tenant and all other tenants in the Project in an amount in excess of what Landlord incurs for the items included in Operating Expenses.

Notwithstanding anything contained herein to the contrary, Landlord may, at its option, at any time, elect by notice to Tenant (“Substitute Space Notice”) to substitute for the Additional Space other storage space in the Building (“Substitute Scoriae Space”) designated by Landlord, provided that the Substitute Storage Space has a rentable square footage which is reasonably comparable to that of the Additional Space. Tenant shall vacate the Additional Space which is to be replaced and move into the Substitute Storage Space not later than thirty (30) calendar days following the date upon which Landlord has given the Substitute Space Notice to Tenant. Landlord shall have no liability to Tenant in the event of any such substitution. Landlord shall pay all reasonable costs and expenses reasonably incurred by Tenant in connection with such relocation.

The Independent Broker shall consider such evidence as Landlord and/or Tenant may submit, conduct such investigations and hearings as he or she may deem appropriate and shall, within sixty (60) days after the date of his or her appointment, choose either the estimate set forth in Landlord’s Broker’s Letter or the estimate set forth in Tenant’s Broker’s Letter to be the Fair Offer Rent and such choice shall be binding upon Landlord and Tenant. Landlord and Tenant shall each pay the fees and expenses of its respective broker. The fees and expenses of the Independent Broker shall be shared equally by Landlord and Tenant.