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responsible for the payment of real estate taxes, insurance premiums and customary operating costs other than separately metered utilities. "Gross Rent Equivalent" means the sum of the rent a tenant is obligated to pay to the Developer plus any Additional Rent that a tenant is obligated to pay, under a lease with the Developer for the Retail Space in which the tenant is responsible for the payment of Additional Rent. "Retail Space" means the approximately 3,000 square foot retail space located on the first floor of the Project. "Retail Space Area" means the lesser of (a) the actual rentable square foot area of the commercial space or; (b) 3,300 square feet. "Termination Date" means the day this Agreement terminates pursuant to Section 4. 4. Term. This Agreement is effective when it has been executed by both the HRA and the Developer. This Agreement terminates upon the earlier of: (a) the day immediately preceding the fourth anniversary of the Commencement Date; (b) the date the Developer leases the Retail Space for a term that extends beyond the day immediately preceding the fourth anniversary of the Commencement Date; provided that the average Gross Rent or Gross Rent Equivalent during the period between the first anniversary of the Commencement Date and the Termination Date is $16.00 per square foot or more; or (c) the date the Developer conveys the Project to a third party. The provisions of Section 6 survive the termination of this Agreement. 5. The Developer's Obligation to Rent the Retail Space. Developer must use commercially reasonable efforts to lease the Retail Space to unrelated third parties. 6. The HRA's Obligation to Pay Rent Shortfalls. Within sixty (60) days following the Termination Date, the Developer must provide the HRA with the Developer's calculation of the difference between: 6.1 The product of (a) the Retail Space Area; and (b) $48; and 6.2 The sum of all Gross Rents and Gross Rent Equivalent that all tenants of the Retail Space are obligated to pay under the terms of all prior and existing leases of the Retail Space for the period between the first anniversary of the Commencement Date and the day immediately preceding the fourth anniversary of the Commencement Date, whether or not the tenants have actually paid those amounts. (the "Shortfall Amount "). The Developer must also provide the HRA with copies of leases and such other books and records of the Developer as the HRA may reasonably request to permit the HRA to confirm the accuracy of the Developer' s calculation. The HRA may also contact current and former tenants of the Retail Space to confirm the accuracy of the information the Developer provides. Within ninety (90) days following the HRA's receipt of the materials described above, 2714042v3 11/03/10 K -2