Common use of Adjustments to Rent Clause in Contracts

Adjustments to Rent. Tenant agrees to pay a Pro Rata Share, as defined below, of the amount, if any, by which the Landlord's Expenses, as defined below, for each calendar year during the Term increases above the expenses for the Base Year, as defined below, ("Expense Increase") plus the amount, if any, by which Taxes, as defined below, for each calendar year during the Term exceeds the Taxes for the Base Year ("Tax Increase"). If the Expenses or Taxes in any calendar year decrease below the amount for the Base Year, Tenant's Pro Rata Share of Expenses or Taxes, as the case may be, for that calendar year shall be $0. Landlord shall provide Tenant with an estimate of the Expense Increase and of the Tax Increase for each calendar year during the Term in good faith. On the date Rent is due each month, Tenant shall pay Landlord a monthly installment equal to one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of both the Expense Increase and Tax Increase. If Landlord does not provide Tenant with an estimate of the Expense Increase or the Tax Increase by the end of the first business day of a calendar year, Tenant shall continue to pay monthly installments based on the previous year's estimate(s) until Landlord provides Tenant with the new estimate. As soon as practicable after the end of a calendar year, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Increase and the actual Taxes and Tax Increase for the prior calendar year. Landlord shall apply any overpayment by Tenant against Rent due or next becoming due, provided if the Term expires before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Increase or estimated Tax Increase for the prior calendar year is less than the actual Expense Increase or actual Tax Increase, as the case may be, for such prior year, Tenant shall pay Landlord, within thirty (30) days after its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year. Within one hundred eighty (180) days after receiving Landlord's statement of Expenses, Tenant may give Landlord written notice that Tenant intends to review Landlord's records of the Expenses for the calendar year to which the statement applies. Landlord shall make available all relevant records that are reasonably necessary for Tenant's review, within a reasonable time. Tenant shall be solely responsible for all costs, expenses and fees for the review. Within ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice identifying each objection to Landlord's statement of Expenses. If Tenant fails to give Landlord such notice of objection within the ninety (90) day period or fails to provide Landlord with a notice, exercising Tenant's right to review within the one hundred eighty (180) day period, Tenant shall be deemed to have approved and accepted Landlord's statement of Expenses and waives any objection to the Expenses for that year. Tenant shall have no right to review Landlord's records or to object to any statement of Expenses if any Rent is overdue on the date of Tenant's request or on the date of Tenant's objection.

Adjustments to Rent. In addition to the Base Rent, set forth in Paragraph 4, Tenant agrees shall pay additional rent, on a monthly basis, equivalent to pay a Pro Rata Share, as defined below, Tenant’s pro rata share of the amountBuilding’s actual operating expenses. Additional rent (based upon estimated pro rata operating expenses) will be $50,000 per year payable at $4,166.67 per month from the Commencement Date through December 31, if any2007. Beginning on January 1, by which the Landlord's Expenses, as defined below, 2008 and for each every subsequent calendar year during the Term increases above original term and all renewal or extension periods, the monthly rent as herein shall be increased to reflect one hundred percent of the Building’s actual pro ram operating expenses as set forth below. For purposes of this Lease, the following definitions and terms shall apply, as appropriate to the terms marked above: a. Calculation of “estimated” pro rata operating expenses. On or before December 15 prior to the beginning of each calendar yew-, Landlord shall calculate the estimated operating expenses for that calendar year, according to the Base Year, criteria in subparagraph (c) below. One-twelfth of Tenant’s pro rata share of estimated operating expenses shall be due on the first of each month as defined below, ("Expense Increase") plus the amount, if any, additional rent. b. Year end adjustment for overpayment or underpayment by which Taxes, as defined below, for Tenant because of difference between “estimated” and “actual” operating expenses. No later than March 1 after each calendar year during of the Term exceeds lease term and renewal or extension periods, Landlord shall determine the Taxes for the Base Year ("Tax Increase"). If the Expenses or Taxes in any calendar year decrease below the amount for the Base Year, Tenant's Pro Rata Share of Expenses or Taxes, as the case may be, actual operating expenses for that calendar year shall be $0. Landlord shall provide Tenant with an estimate of (or shorter period within the Expense Increase and of the Tax Increase for each calendar year during the Term in good faith. On the date Rent is due each month, Tenant shall pay Landlord a monthly installment equal to one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of both the Expense Increase and Tax IncreaseLease term). If Landlord does not provide Tenant with an estimate it is then determined that actual operating expenses were less than estimated expenses and that Tenant’s monthly payments of the Expense Increase or the Tax Increase by the end estimated expenses over Tenant’s pro rata share of the first business day of a calendar year, Tenant shall continue to pay monthly installments based on the previous year's estimate(s) until Landlord provides Tenant with the new estimate. As soon as practicable after the end of a calendar year, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Increase and the actual Taxes and Tax Increase for the prior calendar year. Landlord shall apply any overpayment by Tenant against Rent due or next becoming due, provided if the Term expires before the determination of the overpaymentsuch expenses were too much, Landlord shall refund any overpayment to the Tenant after first deducting the excess amount paid by Tenant. If it is determined that actual operating expenses were more than estimated expenses and that Tenant’s monthly payments of estimated expenses over Tenant’s prorate share of such expenses were insufficient, Landlord shall invoice Tenant for the amount of Rent dueTenant’s underpayment. If Payment thereof shall be due within five (5) business days of delivery of invoice to Tenant. Landlord will provide Tenant a report which sets forth the estimated Expense Increase or estimated Tax Increase actual operating expenses for the prior previous calendar year is less no later than the actual Expense Increase or actual Tax Increase, as the case may be, for such prior year, Tenant shall pay Landlord, within thirty (30) days after its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year. Within one hundred eighty (180) days after receiving Landlord's statement of Expenses, Tenant may give Landlord written notice that Tenant intends to review Landlord's records of the Expenses for the calendar year to which the statement applies. Landlord shall make available all relevant records that are reasonably necessary for Tenant's review, within a reasonable time. Tenant shall be solely responsible for all costs, expenses and fees for the review. Within ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice identifying each objection to Landlord's statement of Expenses. If Tenant fails to give Landlord such notice of objection within the ninety (90) day period or fails to provide Landlord with a notice, exercising Tenant's right to review within the one hundred eighty (180) day period, Tenant shall be deemed to have approved and accepted Landlord's statement of Expenses and waives any objection to the Expenses for that year. Tenant shall have no right to review Landlord's records or to object to any statement of Expenses if any Rent is overdue on the date of Tenant's request or on the date of Tenant's objectionMarch 1.

Adjustments to Rent. Tenant agrees The Annual Base Rent shall be adjusted from time to pay a Pro Rata Share, time in accordance with this section to reflect increases in Expenses (as defined below, of the amount, if any, by which the Landlord's Expenses, in Section 4.3) and Taxes (as defined belowin Section 4.4) in accordance with this Section 4.2. The Annual Base Rent, the payments to be made pursuant to this Section 4.2 and the rent for each calendar the Storage Space referred to in Section 23.33 is referred to in this Lease as the "Rent". If the Expenses in any lease year during the Term increases above commencing on or after January 1, 2003 exceed the expenses for Expense Stop Amount, Tenant shall pay Tenant's Proportionate Share of such excess. If the Base Year, as defined below, ("Expense Increase") plus the amount, if any, by which Taxes, as defined below, for each calendar Taxes in any lease year during the Term exceeds the Taxes for the Base Year ("Tax Increase"). If the Expenses commencing on or Taxes in any calendar year decrease below the amount for the Base Yearafter January 1, Tenant's Pro Rata Share of Expenses or Taxes, as the case may be, for that calendar year shall be $0. Landlord shall provide Tenant with an estimate of the Expense Increase and of 2003 exceed the Tax Increase for each calendar year during the Term in good faith. On the date Rent is due each monthExpense Stop Amount, Tenant shall pay Landlord a monthly installment equal to one-twelfth of Tenant's Pro Rata Proportionate Share of Landlord's estimate of both the Expense Increase and Tax Increase. If Landlord does not provide Tenant with an estimate of the Expense Increase or the Tax Increase by the end of the first business day of a calendar year, Tenant shall continue to pay monthly installments based on the previous year's estimate(s) until Landlord provides Tenant with the new estimate. As soon as practicable after the end of a calendar year, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Increase and the actual Taxes and Tax Increase for the prior calendar year. Landlord shall apply any overpayment by Tenant against Rent due or next becoming due, provided if the Term expires before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Increase or estimated Tax Increase for the prior calendar year is less than the actual Expense Increase or actual Tax Increase, as the case may be, for such prior year, Tenant shall pay Landlord, within thirty (30) days after its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar yearexcess. Within one hundred eighty (180) days after receiving Landlord's statement the end of Expenseseach calendar year (or portion thereof) during the Term, Landlord will provide Tenant may give Landlord with a written notice that Tenant intends to review Landlord's records of the Expenses for the calendar year to which the statement applies. Landlord shall make available all relevant records that are reasonably necessary for ("Statement") setting forth Tenant's reviewProportionate Share of increases in Expenses and/or Taxes over the Expense Stop Amount or Tax Expense Stop Amount, within a reasonable time. Tenant shall be solely responsible for all costsas the case may be, expenses and fees for the review. Within ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice identifying each objection to Landlord's statement of Expenses. If Tenant fails to give Landlord such notice of objection within the ninety (90) day period or fails to provide Landlord together with a notice, exercising Tenant's right to review within the one hundred eighty (180) day period, Tenant shall be deemed to have approved and accepted Landlord's statement of Expenses and waives any objection to Taxes for the Expenses for that previous calendar year. Within thirty (30) days following receipt of the Statement, Tenant shall have no right pay to review LandlordLandlord as additional rent: (a) Tenant's records or Proportionate Share of increases in Expenses over the Expense Stop Amount and/or Taxes over the Tax Expense Stop Amount, as the case may be, for the previous calendar year after credit for any estimated payments which Tenant has made pursuant to object to any statement of Expenses if any Rent is overdue on the date this Section 4.2; and (b) an estimate of Tenant's request or Proportionate Share for the months which have elapsed in the then current calendar year based on the date previous calendar year's increase in Expenses and/or Taxes over the applicable Expense Stop Amount and Landlord's good faith projection of the increase in Expenses and/or Taxes over the applicable Expense Stop Amount during the current calendar year after credit for any estimated payments made by Tenant pursuant to this Section 4.2. Commencing with the month following the month in which the Statement is dated and continuing until such time as Tenant receives Landlord's next Statement, Tenant shall, each month, pay one-twelfth (1/12) of the estimate of Tenant's objection.Proportionate Share of Expenses and/or Taxes over the applicable Expense Stop Amount, which estimate shall be based on Expenses for the previous year and taxes in excess of the Tax Expense Stop Amount

Adjustments to Rent. Tenant agrees to pay a Pro Rata Share, During each lease year of any Extension Period (as defined in Article 26 below), in addition to the Annual Base Rent, Tenant shall pay as additional rent Tenant's Proportionate Share of increases in Expenses and increases in Taxes in accordance with this Section 4.2. The Annual Base Rent and payments to be made pursuant to this Section 4.2 shall be referred to in this Lease as the amount, if any, by which the Landlord's Expenses, as defined below, for each calendar year during the Term increases above the expenses for the Base Year, as defined below, ("Expense IncreaseRent") plus the amount, if any, by which Taxes, as defined below, for each calendar year during the Term exceeds the Taxes for the Base Year ("Tax Increase"). If the Expenses or Taxes in for any calendar lease year decrease below the amount for the Base Year, Tenant's Pro Rata Share of Expenses or Taxes, as the case may be, for that calendar year shall be $0. Landlord shall provide Tenant with an estimate of any Extension Period exceed the Expense Increase and of the Tax Increase for each calendar year during the Term in good faith. On the date Rent is due each monthStop Amount, Tenant shall pay Landlord a monthly installment equal to one-twelfth of Tenant's Pro Rata Proportionate Share of Landlord's estimate of both the Expense Increase and Tax Increase. If Landlord does not provide Tenant with an estimate of the Expense Increase or the Tax Increase by the end of the first business day of a calendar year, Tenant shall continue to pay monthly installments based on the previous year's estimate(s) until Landlord provides Tenant with the new estimate. As soon as practicable after the end of a calendar year, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Increase and the actual Taxes and Tax Increase for the prior calendar year. Landlord shall apply any overpayment by Tenant against Rent due or next becoming due, provided if the Term expires before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent duesuch excess. If the estimated Taxes in any lease year of any Extension Period exceed the Tax Expense Increase or estimated Tax Increase for the prior calendar year is less than the actual Expense Increase or actual Tax Increase, as the case may be, for such prior yearStop Amount, Tenant shall pay Landlord, within thirty (30) days after its receipt Tenant's Proportionate Share of the statement of Expenses or Taxes, any underpayment for the prior calendar yearsuch excess. Within one hundred eighty (180) days after receiving Landlord's statement the end of Expenseseach calendar year (or portion thereof) during the term of any Extension Period hereunder, Landlord will provide Tenant may give Landlord with a written notice that Tenant intends to review Landlord's records of the Expenses for the calendar year to which the statement applies. Landlord shall make available all relevant records that are reasonably necessary for ("Statement") setting forth Tenant's reviewProportionate Share of increases in Taxes and/or Expenses over the Tax Expense Stop Amount or Expense Stop Amount, within a reasonable time. Tenant shall be solely responsible for all costsas the case may be, expenses and fees for the review. Within ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice identifying each objection to Landlord's statement of Expenses. If Tenant fails to give Landlord such notice of objection within the ninety (90) day period or fails to provide Landlord together with a notice, exercising Tenant's right to review within the one hundred eighty (180) day period, Tenant shall be deemed to have approved and accepted Landlord's statement of Expenses and waives any objection to Taxes for the Expenses for that previous calendar year. Within thirty (30) days following receipt of the Statement, Tenant shall have no right pay to review LandlordLandlord as additional rent: (a) Tenant's records or Proportionate Share of increases in Taxes over the Tax Expense Stop Amount and/or Expenses over the Expense Stop Amount, as the case may be, for the previous calendar year after credit for any estimated payments which Tenant has made pursuant to object to any statement of Expenses if any Rent is overdue on the date this Section 4.2; and (b) an estimate of Tenant's request or Proportionate Share for the months which have elapsed in the then current calendar year based on the date previous calendar year's increase in Expenses and/or Taxes over the applicable Expense Stop Amount and Landlord's good faith projection of the increase in Expenses and/or Taxes over the applicable Expense Stop Amount during the current calendar year after credit for any estimated payments made by Tenant pursuant to this Section 4.2. Commencing with the month following the month in which the Statement is dated and continuing until such time as Tenant receives Landlord's next Statement, Tenant shall, each month, pay 1/12 of the estimate of Tenant's objection.Proportionate Share of Expenses and Taxes over the applicable Expense Stop Amount, which estimate shall be based on Expenses for the previous year and taxes in excess of the Tax Expense Stop Amount based on Taxes for the previous year and Landlord's good faith projection of the increase in Expenses and Taxes for the current calendar year. Payments relative to Expenses shall be credited against the actual Expenses as shown in Landlord's next Statement. Similarly, payments relative to Taxes shall be credited against the actual Taxes as shown in Landlord's next Statement. If the next Statement shows that Tenant has overpaid and if Tenant is not then in default or thereafter in the event such default is cured within the applicable cure

Adjustments to Rent. Tenant agrees to pay a Pro Rata Share, as defined below, A. The Operating Base Expense of the amount, if any, by which office area of the Landlord's Expenses, as defined below, Building shall be the actual operating expenses for each the year 1998 per square foot of office rentable area therein. If in any calendar year during the Term increases above term hereof, the expenses for Operating Expenses of the office area of the Building should exceed the Operating Base YearExpense (such excess being hereinafter referred to as the “Operating Expense Differential”), then, as defined below, ("Expense Increase") plus the amount, if any, by which Taxes, as defined below, for each calendar year during the Term exceeds the Taxes for the Base Year ("Tax Increase"). If the Expenses or Taxes in any calendar year decrease below the amount for the Base Year, Tenant's Pro Rata Share of Expenses or Taxes, as the case may be, additional rental for that calendar year shall be $0. Landlord shall provide Tenant with an estimate of the Expense Increase and of the Tax Increase for each calendar year during the Term in good faith. On the date Rent is due each month, Tenant shall pay Landlord a monthly installment equal to one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of both the Expense Increase and Tax Increase. If Landlord does not provide Tenant with an estimate of the Expense Increase or the Tax Increase by the end of the first business day of a calendar year, Tenant shall continue to pay monthly installments based on the previous year's estimate(s) until Landlord provides Tenant with the new estimate. As soon as practicable after the end of a calendar year, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Increase and the actual Taxes and Tax Increase for the prior calendar year. Landlord shall apply any overpayment by Tenant against Rent due or next becoming due, provided if the Term expires before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Increase or estimated Tax Increase for the prior calendar year is less than the actual Expense Increase or actual Tax Increase, as the case may be, for such prior year, Tenant shall pay Landlord, the Operating Expense Differential to Landlord within thirty (30) days after its receipt of being notified by Landlord of said amount being due for each rentable square foot of floor space leased hereunder, and any expansion or extensions thereof. B. At any time during the term of this Lease, but not later than ten (10) days prior to the date a rental payment is due, Landlord may deliver to Tenant a written estimate of any additional rents which may be reasonably anticipated hereunder, whereupon the monthly rental for such full or partial calendar year shall be increased by the amount estimated divided by the number of months remaining in the calendar year. C. Statements showing the actual Operating Expenses of the statement Building and Tenant’s proportionate share thereof (hereinafter referred to as “Statement of Expenses or Taxes, any underpayment for the prior calendar year. Within one hundred eighty (180Actual Adjustment”) days after receiving Landlord's statement of Expenses, Tenant may give Landlord written notice that Tenant intends to review Landlord's records of the Expenses for the calendar year to which the statement applies. Landlord shall make available all relevant records that are reasonably necessary for Tenant's review, within a reasonable time. Tenant shall be solely responsible for all costs, expenses and fees for the review. Within delivered by Landlord to Tenant within ninety (90) days after the records are made available end of any calendar year in which additional rental was paid or due by Tenant under the provisions hereof. Within fifteen (15) working days after the delivery by Landlord to TenantTenant of such Statement of Actual Adjustment, Tenant shall have pay to Landlord the right amount of any rentals shown as being due and unpaid thereon. Should such Statement of Actual Adjustment show the Tenant D. If the term of this Lease begins on a day other than the first day of a calendar year, or should this Lease terminate on a day other than the last day of a calendar year, the amount shown as due by Tenant on the Statement of Actual Adjustment shall reflect a proration based on the proportion that the number of days this Lease was in effect during such calendar year bears to give Landlord written notice identifying each objection to 365. E. For purposes of this article, the term “operating Expenses” shall mean any and all costs and expenses paid or incurred by Landlord's statement , or its agents, for any calendar year in connection with the operation, servicing, maintenance and repair of Expenses. If Tenant fails to give Landlord such notice the Building, determined in accordance with generally accepted accounting principles, and ground rent, if any, property taxes, insurance and any tax imposed upon gross receipt of objection within the ninety rents, but shall exclude: (901) day period or fails to provide Landlord with a notice, exercising Tenant's right to review within the one hundred eighty provisions for depreciation; (1802) day period, Tenant shall be deemed to have approved interest on indebtedness; (3) income taxes; (4) dividends; and accepted Landlord's statement of Expenses and waives any objection (5) other expenses which do not relate to the Expenses for that year. Tenant shall have no right to review Landlord's records or to object to any statement operations of Expenses if any Rent is overdue on the date of Tenant's request or on the date of Tenant's objectionBuilding.