Common use of Annual Adjustments Clause in Contracts

Annual Adjustments. (1) Following the end of each Operating Expense Year, Landlord shall submit to Tenant a statement setting forth the exact amount of Tenant's Pro Rata Share of the Operating Expenses for the Operating Expense Year just completed. Beginning with the statement for the second Operating Expense Year, each statement shall set forth the difference, if any, between Tenant's actual Pro Rata Share for the Operating Expense Year just completed and the estimated amount for such Operating Expense Year. Each statement shall also set forth the projected increase, if any, in Operating Expenses for the new Operating Expense Year and the corresponding increase or decrease in Tenant's monthly Rent for such new Operating Expense Year above or below the Rent paid by Tenant for the immediately preceding Operating Expense Year. (2) To the extent that Tenant's Pro Rata Share of Operating Expenses for the period covered by a statement is different from the Estimated Payment during the Operating Expense Year just completed, Tenant shall pay Landlord the difference within 30 days following receipt by Tenant of the statement or receive a credit against the next due Rent, as the case may be. Until Tenant receives a statement, Tenant's Estimated Payment for the new Operating Expense Year shall continue to be paid at the prior Estimated Payment, but Tenant shall commence payment of Rent based on the new Estimated Payment beginning on the first day of the month following the month in which Tenant receives the statement. Tenant shall also pay Landlord or deduct from the Rent, as the case may be, on the date required for the first payment, as adjusted, the difference, if any, between the Estimated Payment for the new Operating Expense Year set forth in the statement and the Estimated Payment actually paid during the new Operating Expense Year. If, during any Operating Expense Year, there is a change in the information on which Tenant is then making its Estimated Payments so that the prior estimate is no longer accurate, Landlord may revise the estimate and there shall be such adjustments made in the monthly Rent on the first day of the month following notice to Tenant as shall be necessary by either increasing or decreasing, as the case may be, the amount of monthly Rent then being paid by Tenant for the balance of the Operating Expense Year.

Annual Adjustments. Base Rent (1exclusive, however, of any increase in Base Rent attributable to the TI Allowance) Following the end of shall be increased on each Operating Expense Year, Landlord shall submit to Tenant a statement setting forth the exact amount of Tenant's Pro Rata Share annual anniversary of the Operating Expenses for Commencement Date during the Operating Expense Year just completed. Beginning with Term of this Lease (each an “Adjustment Date”) by multiplying the statement for relevant portion of the second Operating Expense Year, each statement shall set forth the difference, if any, between Tenant's actual Pro Rata Share for the Operating Expense Year just completed and the estimated amount for Base Rent payable immediately before such Operating Expense Year. Each statement shall also set forth the projected increase, if any, in Operating Expenses for the new Operating Expense Year and the corresponding increase or decrease in Tenant's monthly Rent for such new Operating Expense Year above or below Adjustment Date by the Rent paid by Tenant for Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately preceding Operating Expense Year. (2) To the extent that Tenant's Pro Rata Share of Operating Expenses for the period covered by a statement is different from the Estimated Payment during the Operating Expense Year just completed, Tenant shall pay Landlord the difference within 30 days following receipt by Tenant of the statement or receive a credit against the next due before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated. “CPI Adjustment Percentage” means (i) a fraction, stated as a percentage, the case may be. Until Tenant receives a statement, Tenant's Estimated Payment numerator of which shall be the Index for the new Operating Expense Year calendar month 3 months before the month in which the Adjustment Date occurs, and the denominator of which shall continue to be paid at the Index for the calendar month 3 months before the last Adjustment Date or, if no prior Estimated PaymentBase Rent adjustment has been made, but Tenant shall commence payment of Rent based on the new Estimated Payment beginning on 3 months before the first day of the first full month following during the month Term of this Lease, less (ii) 1.00. “Index” means the “Consumer Price Index-All Urban Consumers-San Francisco Metropolitan Area, All Items” compiled by the U.S. Department of Labor, Bureau of Labor Statistics, (1982-84 = 100). If a substantial change is made in which the Index, the revised Index shall be used, subject to such adjustments as Landlord may reasonably deem appropriate in order to make the revised Index comparable to the prior Index. If the Bureau of Labor Statistics ceases to publish the Index, then (a) the substitute Index published by the Bureau of Labor Statistics shall be used, or (b) in the event the Bureau of Labor Statistics does not publish a substitute Index, the successor or most nearly comparable index, as reasonably determined by Landlord, shall be used, subject to such adjustments as Landlord may reasonably deem appropriate in order to make the new index comparable to the Index. Landlord shall give Tenant receives written notice indicating the statement. Tenant shall also pay Landlord or deduct from the Base Rent, as the case may beadjusted pursuant to this Section, on the date required for the first payment, as adjusted, the difference, if any, between the Estimated Payment for the new Operating Expense Year set forth in the statement and the Estimated Payment actually paid during the new Operating Expense Year. If, during method of computation and Tenant shall pay to Landlord an amount equal to any Operating Expense Year, there is a change in the information on which underpayment of Base Rent by Tenant is then making its Estimated Payments so that the prior estimate is no longer accurate, Landlord may revise the estimate and there shall be such adjustments made in the monthly Rent on the first day within 30 days of the month following Landlord’s notice to Tenant as Tenant. Failure to deliver such notice shall be necessary by either increasing not reduce, xxxxx, waive or decreasing, as diminish Tenant’s obligation to pay the case may be, the amount of monthly Rent then being paid by Tenant for the balance of the Operating Expense Yearadjusted Base Rent.

Annual Adjustments. The parties acknowledge and agree that the Core Non-Pharmacy Payments and Additional Services Capitation Payments reflected in Exhibits 1 and 2 as of the Effective Date constitute 2007 rates and that such Covered Services Payments shall apply only until the CMS capitation reimbursement rates applicable to the PROVIDER Medicare Members for 2008 are known. Accordingly, beginning with Contract Year 2008, the Core Non-Pharmacy Payments and any Additional Services Capitation Payments that were not subject to any Revisions to Additional Services shall be adjusted annually as follows: (1i) Following the end Effective January 1 of each Operating Expense Contract Year, Landlord the Core Non-Pharmacy Payments and any Additional Services Capitation Payments that were not subject to any Revisions to Additional Services shall submit be increased or decreased by the aggregate percentage increase or decrease, respectively, in the CMS capitation reimbursement rates applicable to Tenant a statement setting forth the exact amount of Tenant's Pro Rata Share of the Operating Expenses for the Operating Expense Year just completed. Beginning with the statement for the second Operating Expense Year, each statement shall set forth the difference, if any, between Tenant's actual Pro Rata Share for the Operating Expense Year just completed and the estimated amount PROVIDER Medicare Members for such Operating Expense Year. Each statement shall also set forth Contract Year as compared to the projected increasepreceding Contract Year (i.e., if any, in Operating Expenses for CMS capitation reimbursement rates applicable to January compared to the new Operating Expense Year and the corresponding increase or decrease in Tenant's monthly Rent for such new Operating Expense Year above or below the Rent paid by Tenant for CMS capitation reimbursement rates applicable to the immediately preceding Operating Expense YearDecember for all PROVIDER Medicare Members enrolled in December that are still enrolled with PLAN in January). Promptly after the CMS capitation reimbursement rates applicable to each Contract Year are known, the parties shall in good faith attempt to arrive at an agreement with respect to the amount of such adjustment. (2ii) To If the extent that Tenant's Pro Rata Share parties cannot agree on the amount of Operating Expenses for the period covered by a statement is different from the Estimated Payment during the Operating Expense Year just completed, Tenant shall pay Landlord the difference such adjustment within 30 fifteen (15) days following receipt by Tenant commencement of such negotiations, then the calculation of the statement adjustment shall be submitted to an Actuary for analysis and calculation, together with each party’s respective calculations of the adjustment that each believes should be made. The determination of the Actuary shall be final, binding and non-appealable. For all purposes under this Agreement, the following shall apply with respect to the Actuary: (i) the Actuary shall be selected by agreement of the parties or, if the parties cannot agree on an Actuary, then each party shall appoint an actuary and the two actuaries shall appoint a third actuary which shall be the sole Actuary; and (ii) if the Actuary’s determination is in agreement with the calculations submitted by one of the parties, then the other party shall promptly pay all costs and expenses with respect to the Actuary’s determination, or receive alternatively, if the Actuary’s determination is not in agreement with either party’s calculations, then such costs and expenses shall be promptly paid, on a credit against 50/50 basis, by both parties. (iii) Upon determination of the next due Rentannual adjustment to the Core Non-Pharmacy Payments and Additional Services Capitation Payments, whether by agreement of the parties or determination by the Actuary, revised versions of Exhibits 1 and 2 shall be prepared by PROVIDER and PLAN reflecting the Core Non-Pharmacy Payments and Additional Services Capitation Payments as revised pursuant to such determination. Such revised Exhibits shall be executed by PROVIDER and PLAN and be attached hereto and deemed for all purposes with respect to such Contract Year, to (a) have amended, restated and superseded the case may be. Until Tenant receives a statementthen current Exhibits 1 and 2 in their entirety, Tenant's Estimated Payment for and (b) reflect the new Operating Expense Year shall continue Core Non-Pharmacy Payments and Additional Services Capitation Payments to be paid at the prior Estimated Payment, but Tenant shall commence payment of Rent based on the new Estimated Payment beginning on the first day by PLAN to PROVIDER. (iv) As part of the month determination of the annual adjustment, whether by the parties or the Actuary, all Core Non-Pharmacy Payments and Additional Services Capitation Payments that have been paid to PROVIDER during such Contract Year after the effective date of such adjustment shall be recalculated to reflect such adjustment. PLAN or PROVIDER shall, within three (3) business days following such determination, pay and deliver to the month in which Tenant receives the statement. Tenant shall also pay Landlord or deduct from the Rentother party, as the case may be, on the date required for the first payment, as adjustedby wire transfer of immediately available funds, the difference, if any, between the Estimated Payment for the new Operating Expense Year set forth in the statement and the Estimated Payment actually paid during the new Operating Expense Year. If, during any Operating Expense Year, there is a change in the information on which Tenant is then making its Estimated Payments so that the prior estimate is no longer accurate, Landlord may revise the estimate and there shall be such adjustments made in the monthly Rent on the first day of the month following notice to Tenant as shall be necessary by either increasing or decreasing, as the case may be, the aggregate amount of monthly Rent then being paid by Tenant for the balance of the Operating Expense Yearany underpayment or overpayment, respectively, with respect to such prior Core Non-Pharmacy Payments and Additional Services Capitation Payments following such recalculation.

Annual Adjustments. (1) Following Within ninety (90) days after the end of each Operating Expense Year, Landlord shall submit to Tenant a statement setting forth the exact amount of Tenant's ’s Pro Rata Share of the Operating Expenses for the such Operating Expense Year just completed(the “Operating Statement”). Beginning with As soon as reasonably possible after the statement for beginning of the second Operating Expense YearYear (but in no event in excess of ninety (90) days thereafter), each statement Landlord’s Operating Statement shall set forth the difference, if any, between Tenant's ’s actual Pro Rata Share for of Operating Expenses allocable to the Operating Expense Year just completed and the estimated amount for Estimated Payments by Tenant allocable to such Operating Expense Year. Each statement Operating Statement shall also set forth the projected increaseincrease or decrease, if any, in Operating Expenses for the new Operating Expense Year and the corresponding resulting increase or decrease in Tenant's ’s monthly Rent for such new Operating Expense Year above or below the Rent paid by Tenant for the immediately preceding Operating Expense Year. (2) To the extent that Tenant's ’s Pro Rata Share of Operating Expenses for the period covered by a statement an Operating Statement is different from the Estimated Payment during Payments by Tenant allocable to the Operating Expense Year just completed, Tenant shall pay Landlord the difference any deficiency within 30 thirty (30) days following receipt by Tenant of the statement Operating Statement, or receive a credit from Landlord against the next due RentRent in an amount equal to any overpayment by Tenant (provided, however, that if the Lease is terminated, or to the extent that the amount of such overpayment exceeds Rent payable for the remainder of the Term of this Lease, Landlord shall provide Tenant with a cash reimbursement within thirty (30) days after delivery of the Operating Statement), as the case may be. Until Tenant receives a statementan Operating Statement, Tenant's ’s Estimated Payment for the new Operating Expense Year shall continue to be paid at the prior Estimated PaymentPayment amount, but Tenant shall commence payment of Rent based on the new Estimated Payment amount beginning on the first day of the calendar month following the calendar month in which Tenant receives the statementnew Operating Statement. Tenant shall also pay Landlord or deduct from the RentRent next due and payable, as the case may be, on the date required for the first payment, as adjusted, the difference, if any, between the Estimated Payment for the new Operating Expense Year set forth in the statement Operating Statement and the Estimated Payment actually paid during the new Operating Expense YearYear (provided, however, that if the Lease is terminated, or to the extent that the amount of such difference exceeds Rent payable for the remainder of the Term of this Lease, Landlord shall provide Tenant with a cash reimbursement within thirty (30) days after delivery of the Operating Statement). If, during any Operating Expense Year, there is a change in the information on which Tenant is then making its Estimated Payments so that the prior estimate is no longer accurate, Landlord may revise the estimate and there shall be such corresponding adjustments made in the monthly Rent on the first day of the calendar month following notice to Tenant as shall be necessary by either increasing or decreasing, as the case may be, the amount of monthly Rent then being paid by Tenant for the balance of the Operating Expense Year.

Annual Adjustments. (1) Following Within ninety (90) days after the end of each Operating Expense Year, Landlord shall submit to Tenant a statement setting forth the exact amount of Tenant's ’s Pro Rata Share of the Operating Expenses for the Operating Expense Year just completedcompleted (the “Operating Statement”). Beginning with As soon as reasonably possible after the statement for beginning of the second Operating Expense YearYear (but in no event in excess of ninety (90) days thereafter), each statement Landlord’s Operating Statement shall set forth the difference, if any, between Tenant's ’s actual Pro Rata Share for of Operating Expenses allocable to the Operating Expense Year just completed and the estimated amount for Estimated Payments by Tenant allocable to such Operating Expense Year. Each statement Operating Statement shall also set forth the projected increaseincrease or decrease, if any, in Operating Expenses for the new Operating Expense Year and the corresponding resulting increase or decrease in Tenant's ’s monthly Rent for such new Operating Expense Year above or below the Rent paid by Tenant for the immediately preceding Operating Expense Year. (2) To the extent that Tenant's ’s Pro Rata Share of Operating Expenses for the period covered by a statement an Operating Statement is different from the Estimated Payment during Payments by Tenant allocable to the Operating Expense Year just completed, Tenant shall pay Landlord the difference any deficiency within 30 thirty (30) days following receipt by Tenant of the statement Operating Statement, or receive a credit from Landlord against the next due RentRent in an amount equal to any overpayment by Tenant (provided, however, that to the extent that the amount of such overpayment exceeds Rent payable for the remainder of the Term of this Lease, Landlord shall provide Tenant with a cash reimbursement within thirty (30) days after delivery of the Operating Statement), as the case may be. Until Tenant receives a statementan Operating Statement, Tenant's ’s Estimated Payment for the new Operating Expense Year shall continue to be paid at the prior Estimated PaymentPayment amount, but Tenant shall commence payment of Rent based on the new Estimated Payment amount beginning on the first day of the calendar month following the calendar month in which Tenant receives the statementnew Operating Statement. Tenant shall also pay Landlord or deduct from the RentRent next due and payable, as the case may be, on the date required for the first payment, as adjusted, the difference, if any, between the Estimated Payment for the new Operating Expense Year set forth in the statement Operating Statement and the Estimated Payment actually paid during the new Operating Expense YearYear (provided, however, that to the extent that the amount of such difference exceeds Rent payable for the remainder of the Term of this Lease, Landlord shall provide Tenant with a cash reimbursement within thirty (30) days after delivery of the Operating Statement). If, during any Operating Expense Year, there is a change in the information on which Tenant is then making its Estimated Payments so that the prior estimate is no longer accurate, Landlord may revise the estimate and there shall be such corresponding adjustments made in the monthly Rent on the first day of the calendar month following notice to Tenant as shall be necessary by either increasing or decreasing, as the case may be, the amount of monthly Rent then being paid by Tenant for the balance of the Operating Expense Year.

Annual Adjustments. Base Rent (1) Following the end of each Operating Expense Year, Landlord shall submit to Tenant a statement setting forth the exact amount of Tenant's Pro Rata Share exclusive of the Operating Expenses for the Operating Expense Year just completed. Beginning with the statement for the second Operating Expense Year, Additional Tenant Improvement Allowance Rent) shall be increased on each statement shall set forth the difference, if any, between Tenant's actual Pro Rata Share for the Operating Expense Year just completed and the estimated amount for such Operating Expense Year. Each statement shall also set forth the projected increase, if any, in Operating Expenses for the new Operating Expense Year and the corresponding increase or decrease in Tenant's monthly Rent for such new Operating Expense Year above or below the Rent paid by Tenant for the immediately preceding Operating Expense Year. (2) To the extent that Tenant's Pro Rata Share annual anniversary of Operating Expenses for the period covered by a statement is different from the Estimated Payment during the Operating Expense Year just completed, Tenant shall pay Landlord the difference within 30 days following receipt by Tenant of the statement or receive a credit against the next due Rent, as the case may be. Until Tenant receives a statement, Tenant's Estimated Payment for the new Operating Expense Year shall continue to be paid at the prior Estimated Payment, but Tenant shall commence payment of Rent based on the new Estimated Payment beginning on the first day of the first full month following of the Term of this Lease (each an “Adjustment Date”) by multiplying the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated. “CPI Adjustment Percentage” means (i) a fraction, stated as a percentage, the numerator of which shall be the Index for the calendar month 3 months before the month in which Tenant receives the statement. Tenant Adjustment Date occurs, and the denominator of which shall also pay Landlord or deduct from be the Rent, as the case may be, on the date required Index for the first payment, as adjusted, calendar month 3 months before the differencelast Adjustment Date or, if anyno prior Base Rent adjustment has been made, between the Estimated Payment for the new Operating Expense Year set forth in the statement and the Estimated Payment actually paid during the new Operating Expense Year. If, during any Operating Expense Year, there is a change in the information on which Tenant is then making its Estimated Payments so that the prior estimate is no longer accurate, Landlord may revise the estimate and there shall be such adjustments made in the monthly Rent on 3 months before the first day of the first full month following of the Term of this Lease, less (ii) 1.00. “Index” means the “Consumer Price Index-All Urban Consumers-Seattle, Tacoma, Bremerton WA Area, All Items” compiled by the U.S. Department of Labor, Bureau of Labor Statistics, (1982-84 = 100). If a substantial change is made in the Index, the revised Index shall be used, subject to such adjustments as Landlord may reasonably deem appropriate in order to make the revised Index comparable to the prior Index. If the Bureau of Labor Statistics ceases to publish the Index, then the successor or most nearly comparable index, as reasonably determined by Landlord, shall be used, subject to such adjustments as Landlord may reasonably deem appropriate in order to make the new index comparable to the Index. Landlord shall give Tenant written notice indicating the Base Rent, as adjusted pursuant to this Section, and the method of computation and Tenant shall pay to Landlord an amount equal to any underpayment of Base Rent by Tenant within 15 days of Landlord’s notice to Tenant as Tenant. Failure to deliver such notice shall be necessary by either increasing not reduce, xxxxx, waive or decreasing, as diminish Tenant’s obligation to pay the case may be, the amount of monthly Rent then being paid by Tenant for the balance of the Operating Expense Yearadjusted Base Rent.

Annual Adjustments. (1) Following the end of each Operating Expense Year, including the first Operating Expense Year, Landlord shall submit to Tenant a statement setting forth the exact amount of Tenant's ’s Pro Rata Share of the increase, if any, of the Operating Expenses for the Operating Expense Year just completedcompleted over the Base Operating Expenses. Beginning with the statement for the second Operating Expense Year, each statement shall set forth the difference, if any, between Tenant's ’s actual Pro Rata Share of the increase in Operating Expenses for the Operating Expense Year just completed and the estimated amount for such Operating Expense Year. Each statement shall also set forth the file projected increase, if any, in Operating Expenses for the new Operating Expense Year over Base Operating Expenses and the corresponding increase or decrease in Tenant's ’s monthly Rent for such new Operating Expense Year above or below the Rent paid by Tenant for the immediately preceding Operating Expense Year. (2) To the extent that Tenant's ’s Pro Rata Share of the increase in Operating Expenses for the period covered by a statement is different from the Estimated Payment during the Operating Expense Year just completed, Tenant shall pay Landlord the difference within 30 days following receipt by Tenant of the statement or receive a credit against the next due Rent, as the case may be. Until Tenant receives a statement, Tenant's Estimated Payment for the new Operating Expense Year shall continue to be paid at the prior Estimated Payment, but Tenant shall commence payment of Rent based on the new Estimated Payment beginning on the first day of the month following the month in which Tenant receives the statement. Tenant shall also pay Landlord or deduct from the Rent, as the case may be, on the date required for the first payment, as adjusted, the difference, if any, between the Estimated Payment for the new Operating Expense Year set forth in the statement and the Estimated Payment actually paid during the new Operating Expense Year. If, during any Operating Expense Year, there is a change in the information on which Tenant is then making its Estimated Payments so that the prior estimate is no longer accurate, Landlord may revise the estimate and there shall be such adjustments made in the monthly Rent on the first day of the month following notice to Tenant as shall be necessary by either increasing or decreasing, as the case may be, the amount of monthly Rent then being paid by Tenant for the balance of the Operating Expense Year.

Annual Adjustments. (1) Following the end of each Operating Expense Year, including the first Operating Expense Year, Landlord shall submit to Tenant a statement setting forth the exact amount of Tenant's ’s Pro Rata Share of the increase, if any, of the Operating Expenses for the Operating Expense Year just completedcompleted over the Base Operating Expenses. Beginning with the statement for the second Operating Expense Year, each statement shall set forth the difference, if any, between Tenant's ’s actual Pro Rata Share of the increase in Operating Expenses for the Operating Expense Year just completed and the estimated amount for such Operating Expense Year. Each statement shall also set forth the projected increase, if any, in Operating Expenses for the new Operating Expense Year over Base Operating Expenses and the corresponding increase or decrease in Tenant's ’s monthly Rent for such new Operating Expense Year above or below the Rent paid by Tenant for the immediately preceding Operating Expense Year. (2) To the extent that Tenant's ’s Pro Rata Share of the increase in Operating Expenses for the period covered by a statement is different from the Estimated Payment during the Operating Expense Year just completed, Tenant shall pay Landlord the difference within 30 days following receipt by Tenant of the statement or receive a credit against the next due Rent, as the case may be. Until Tenant receives a statement, Tenant's ’s Estimated Payment for the new Operating Expense Year shall continue to be paid at the prior Estimated Payment, but Tenant shall commence payment of Rent based on the new Estimated Payment beginning on the first day of the month following the month in which Tenant receives the statement. Tenant shall also pay Landlord or deduct from the Rent, as the case may be, on the date required for the first payment, as adjusted, the difference, if any, between the Estimated Payment for the new Operating Expense Year set forth in the statement and the Estimated Payment actually paid during the new Operating Expense Year. If, during any Operating Expense Year, there is a change in the information on which Tenant is then making its Estimated Payments so that the prior estimate is no longer accurate, Landlord may revise the estimate and there shall be such adjustments made in the monthly Rent on the first day of the month following notice to Tenant as shall be necessary by either increasing or decreasing, as the case may be, the amount of monthly Rent then being paid by Tenant for the balance of the Operating Expense Year.

Annual Adjustments. (1) Following the end On or before April 1 of each Operating Expense Yearcalendar year, ------------------ Landlord shall submit will prepare and deliver to Tenant a statement setting forth the exact amount calculation of Tenant's Pro Rata Share of the Operating Expenses for the Operating Expense Year just completed. Beginning with the statement for the second Operating Expense Year, each statement shall set forth the difference, if any, between Tenant's actual Pro Rata Share of Operating Costs for the Operating Expense Year just completed and the estimated amount for previous calendar year. Within thirty (30) days after receipt of such Operating Expense Year. Each statement shall also set forth the projected increase, if any, in Operating Expenses for the new Operating Expense Year and the corresponding increase or decrease in Tenant's monthly Rent for such new Operating Expense Year above or below the Rent paid by Tenant for the immediately preceding Operating Expense Year. (2) To the extent that Tenant's Pro Rata Share of Operating Expenses for the period covered by a statement is different from the Estimated Payment during the Operating Expense Year just completedstatement, Tenant shall will pay to Landlord, or Landlord the difference within 30 days following receipt by Tenant of the statement or receive a will credit against the next rental or other payment or payments due Rent, as the case may be. Until Tenant receives a statement, from Tenant's Estimated Payment for the new Operating Expense Year shall continue to be paid at the prior Estimated Payment, but Tenant shall commence payment of Rent based on the new Estimated Payment beginning on the first day of the month following the month in which Tenant receives the statement. Tenant shall also pay Landlord or deduct from the Rent, as the case may be, on the date required for the first payment, as adjusted, the difference, if any, between the Estimated Payment for the new Operating Expense Year set forth in the statement and the Estimated Payment actually paid during the new Operating Expense Year. If, during any Operating Expense Year, there is a change in the information on which Tenant is then making its Estimated Payments so that the prior estimate is no longer accurate, Landlord may revise the estimate and there shall be such adjustments made in the monthly Rent on the first day of the month following notice to Tenant as shall be necessary by either increasing or decreasing, as the case may be, the amount difference between Tenant's actual Pro Rata Share of monthly Rent then being Operating Costs for the preceding calendar year and Tenant's estimated Pro Rata Share of Operating Costs paid by Tenant for during such year. Tenant shall have the balance right to conduct an audit ("Tenant's Audit") of the Operating Expense YearCosts in respect of a calendar year provided that all the following conditions are met in strict accordance with their terms: (i) such audit is conducted within two (2) years after Landlord delivers to Tenant the calculation of Tenant's actual Pro Rata Share of Operating Costs for such calendar year (time being of the essence with respect thereto); and (ii) such audit is conducted at hours reasonably designated by Landlord. The results of Tenant's Audit shall be made available to Landlord. The result of Tenant's Audit shall be binding upon the parties unless Landlord, during the thirty (30) day period after receipt of Tenant's Audit, requests that another audit of the relevant costs be performed. If such request is timely made, Landlord and Tenant shall retain a mutually acceptable accounting firm to conduct such audit (the "Mutual Audit"), the results of which shall be binding upon the parties. The cost of the Mutual Audit shall be borne equally by Landlord and Tenant. Tenant shall pay the cost of Tenant's Audit; provided, however, that if Tenant's Audit (or, in the alternative, the Mutual Audit if one is conducted) determines that Landlord's calculation of Operating Expenses was overstated by more than five percent (5%), then Landlord shall pay the entire cost of the Mutual Audit and reimburse Tenant for the cost of Tenant's Audit. If Tenant's Audit (or, in the alternative, the Mutual Audit if one is conducted) determines that Landlord has charged, and Tenant has paid, Operating Costs in excess of such costs required to be paid by Tenant under the terms of this Lease, Landlord shall, at Landlord's election (notice of which election shall be sent to Tenant within twenty (20) days after the amount of any such excess has been finally determined), either (A) promptly reimburse Tenant the amount of such excess, or (B) credit the entire amount of such excess against the next installment of rent becoming due under this Lease.

Annual Adjustments. (1) Following After the end commencement of each Operating Expense Year, year during the ------------------ hereof Landlord shall submit furnish to Tenant a statement an itemized statement, certified as correct by Landlord, setting forth the exact total Operating Expenses for the preceding calendar year, the amount of Tenant's Pro Rata Percentage Share of Operating Expenses and the payments made by Tenant with respect to such calendar year. If Tenant's Percentage Share of the actual Operating Expenses for such year exceeds the payment so made by Tenant, Tenant shall pay Landlord the deficiency within thirty (30) days after receipt of such statement. If the payments so made by Tenant exceed Tenant's Percentage Share of the actual Operating Expense Year just completed. Beginning with Expenses, Tenant shall be entitled to offset the statement for excess against the second next payment(s) due to Landlord on account of Operating Expense YearExpenses (or, each statement shall set forth at the differenceend of the term hereof, if anyTenant is not in default hereunder, between Landlord shall refund the overage to Tenant). Until Tenant receives a statement pursuant to Section 6.4 setting forth a new amount of Tenant's actual Pro Rata Share for the Operating Expense Year just completed and the estimated amount for such Operating Expense Year. Each statement shall also set forth the projected increase, if any, in Operating Expenses for the new Operating Expense Year and the corresponding increase or decrease in Tenant's monthly Rent for such new Operating Expense Year above or below the Rent paid by Tenant for the immediately preceding Operating Expense Year. (2) To the extent that Tenant's Pro Rata Percentage Share of Operating Expenses for the period covered by a statement is different from new calendar year, Tenant shall continue to pay such Tenant's Percentage Share at the Estimated Payment during rate being paid for the Operating Expense Year year just completed. Moreover, Tenant shall pay Landlord the difference within 30 days following receipt by Tenant of the statement or receive a credit against the next due Rentto Landlord, as the case may be. Until Tenant receives a statement, Tenant's Estimated Payment for the new Operating Expense Year shall continue to be paid at the prior Estimated Payment, but Tenant shall commence payment of Rent based on the new Estimated Payment beginning on the first day of the month following the month in which Tenant receives the statement. Tenant shall also pay Landlord or deduct from the Rentrent, as the case may be, on the date required for the first payment, payment of its Percentage Share of Operating Expenses as adjusted, the difference, if any, between the Estimated Payment monthly installments of estimated Operating Expenses so adjusted for the new Operating Expense Year set forth in the statement calendar year and the Estimated Payment monthly installments actually paid during the new Operating Expense Year. If, during any Operating Expense Year, there is a change in the information on which Tenant is then making its Estimated Payments so that the prior estimate is no longer accurate, Landlord may revise the estimate and there shall be such adjustments made in the monthly Rent on the first day of the month following notice to Tenant as shall be necessary by either increasing or decreasing, as the case may be, the amount of monthly Rent then being paid by Tenant for the balance of the Operating Expense Yeareach year since January 1st.

Annual Adjustments. (1) Following the end of each Operating Expense Year, including the first Operating Expense Year, Landlord shall submit to Tenant a statement setting forth the exact amount of Tenant's Pro Rata Share of the increase, if any, of the Operating Expenses for the Operating Expense Year just completedcompleted over the Base Operating Expenses. Beginning with the statement for the second Operating Expense Year, each statement shall set forth the difference, if any, between Tenant's actual Pro Rata Share of the increase in Operating Expenses for the Operating Expense Year just completed and the estimated amount for such Operating Expense Year. Each statement shall also set forth the projected increase, if any, in Operating Expenses for the new Operating Expense Year over Base Operating Expenses and the corresponding increase or decrease in Tenant's monthly Rent for such new Operating Expense Year above or below the Rent paid by Tenant for the immediately preceding Operating Expense Year. (2) To the extent that Tenant's Pro Rata Share of the increase in Operating Expenses for the period covered by a statement is different from the Estimated Payment during the Operating Expense Year just completed, Tenant shall pay Landlord the difference within 30 days following receipt by Tenant of the statement or receive a credit against the next due Rent, as the case may be. Until Tenant receives a statement, Tenant's Estimated Payment for the new Operating Expense Year shall continue to be paid at the prior Estimated Payment, but Tenant shall commence payment of Rent based on the new Estimated Payment beginning on the first day of the month following the month in which Tenant receives the statement. Tenant shall also pay Landlord or deduct from the Rent, as the case may be, on the date required for the first payment, as adjusted, the difference, if any, between the Estimated Payment for the new Operating Expense Year set forth in the statement and the Estimated Payment actually paid during the new Operating Expense Year. If, during any Operating Expense Year, there is a change in the information on which Tenant is then making its Estimated Payments so that the prior estimate is no longer accurate, Landlord may revise the estimate and there shall be such adjustments made in the monthly Rent on the first day of the month following notice to Tenant as shall be necessary by either increasing or decreasing, as the case may be, the amount of monthly Rent then being paid by Tenant for the balance of the Operating Expense Year.

Annual Adjustments. (1) Following the end of each Operating Expense Year, including the first Operating Expense Year, Landlord shall submit to Tenant a statement setting forth the exact amount of Tenant's Pro Rata Share of the increase, if any, of the Operating Expenses for the Operating Expense Year just completedcompleted over the Base Operating Expenses. Beginning with the statement for the second calendar year 2001 Operating Expense Year, each statement shall set forth the difference, if any, between Tenant's actual Pro Rata Share of the increase in Operating Expenses for the Operating Expense Year just completed and the estimated amount for such Operating Expense Year. Each statement shall also set forth the projected increase, if any, in Operating Expenses for the new Operating Expense Year over Base Operating Expenses and the corresponding increase or decrease in Tenant's monthly Rent for such new Operating Expense Year above or below the Rent paid by Tenant for the immediately preceding Operating Expense Year. (2) To the extent that Tenant's Pro Rata Share of the increase in Operating Expenses for the period covered by a statement is different from the Estimated Payment during the Operating Expense Year just completed, Tenant shall pay Landlord the difference within 30 days following receipt by Tenant of the statement or receive a credit against the next due Rent, as the case may be. Until Tenant receives a statement, Tenant's Estimated Payment for the new Operating Expense Year shall continue to be paid at the prior Estimated Payment, but Tenant shall commence payment of Rent based on the new Estimated Payment beginning on the first day of the month following the month in which Tenant receives the statement. Tenant shall also pay Landlord or deduct from the Rent, as the case may be, on the date required for the first payment, as adjusted, the difference, if any, between the Estimated Payment for the new Operating Expense Year set forth in the statement and the Estimated Payment actually paid during the new Operating Expense Year. If, during any Operating Expense Year, there is a change in the information on which Tenant is then making its Estimated Payments so that the prior estimate is no longer accurate, Landlord may revise the estimate and there shall be such adjustments made in the monthly Rent on the first day of the month following notice to Tenant as shall be necessary by either increasing or decreasing, as the case may be, the amount of monthly Rent then being paid by Tenant for the balance of the Operating Expense Year.

Annual Adjustments. (1a) Following the end of each Operating Expense Year, including the first Operating Expense Year, Landlord shall submit to Tenant a statement setting forth the exact amount of Tenant's Pro Rata Share of the increase, if any, of the Operating Expenses for the Operating Expense Year just completedcompleted over the Base Operating Expenses. Beginning with the statement for the second Operating Expense Year, each statement shall set forth the difference, if any, between Tenant's actual Pro Rata Share of the increase in Operating Expenses for the Operating Expense Year just completed and the estimated amount for such Operating Expense Year. Each statement shall also set forth the projected increase, if any, in Operating Expenses for the new Operating Expense Year and the corresponding increase or decrease in Tenant's monthly Rent for such new Operating Expense Year above or below the Rent paid by Tenant for the immediately preceding Operating Expense Year. The effect of this provision is that the only increases to be borne by Tenant for the first Operating Expense Year will be the positive difference (if any) between the actual Taxes for the first Operating Expense Year and the Tax Base. (2b) To the extent that Tenant's Pro Rata Share of the increase in Operating Expenses for the period covered by a statement is different from the Estimated Payment during the Operating Expense Year just completed, Tenant shall pay Landlord the difference within 30 days following receipt by Tenant of the statement or receive a credit against the next due Rent, as the case may be. Until Tenant receives a statement, Tenant's Estimated Payment for the new Operating Expense Year shall continue to be paid at the prior Estimated Payment, but Tenant shall commence payment of Rent based on the new Estimated Payment beginning on the first day of the month following the month in which Tenant receives the statement. Tenant shall also pay Landlord or deduct from the Rent, as the case may be, on the date required for the first payment, as adjusted, the difference, if any, between the Estimated Payment for the new Operating Expense Year set forth in the statement and the Estimated Payment actually paid during the new Operating Expense Year. If, during any Operating Expense Year, there is a change in the information on which Tenant is then making its Estimated Payments so that the prior estimate is no longer accurate, Landlord may revise the estimate and there shall be such adjustments made in the monthly Rent on the first day of the month following notice to Tenant as shall be necessary by either increasing or decreasing, as the case may be, the amount of monthly Rent then being paid by Tenant for the balance of the Operating Expense Year.

Annual Adjustments. (1) Following the end On or before April 1 of each Operating Expense Yearcalendar year, ------------------ Landlord shall submit will prepare and deliver to Tenant a statement setting forth the exact amount calculation of Tenant's Pro Rata Share of the Operating Expenses for the Operating Expense Year just completed. Beginning with the statement for the second Operating Expense Year, each statement shall set forth the difference, if any, between Tenant's actual Pro Rata Share for the Operating Expense Year just completed of Electricity Costs and the estimated amount for such Operating Expense Year. Each statement shall also set forth the projected increase, if any, in Operating Expenses for the new Operating Expense Year and the corresponding increase or decrease in Tenant's monthly Rent for such new Operating Expense Year above or below the Rent paid by Tenant for the immediately preceding Operating Expense Year. (2) To the extent that Tenant's Pro Rata Share of Operating Expenses Costs for the period covered by a statement is different from the Estimated Payment during the Operating Expense Year just completedprevious calendar year. Within thirty (30) days after receipt of such statement, Tenant shall will pay to Landlord, or Landlord the difference within 30 days following receipt by Tenant of the statement or receive a will credit against the next rental or other payment or payments due Rent, as the case may be. Until Tenant receives a statement, from Tenant's Estimated Payment for the new Operating Expense Year shall continue to be paid at the prior Estimated Payment, but Tenant shall commence payment of Rent based on the new Estimated Payment beginning on the first day of the month following the month in which Tenant receives the statement. Tenant shall also pay Landlord or deduct from the Rent, as the case may be, on the date required for the first payment, as adjusted, the difference, if any, between the Estimated Payment for the new Operating Expense Year set forth in the statement and the Estimated Payment actually paid during the new Operating Expense Year. If, during any Operating Expense Year, there is a change in the information on which Tenant is then making its Estimated Payments so that the prior estimate is no longer accurate, Landlord may revise the estimate and there shall be such adjustments made in the monthly Rent on the first day of the month following notice to Tenant as shall be necessary by either increasing or decreasing, as the case may be, the amount difference between Tenant's actual Pro Rata Share of monthly Rent then being Electricity Cost and Pro Rata Share of Operating Costs for the preceding calendar year and Tenant's estimated Pro Rata Share of Electricity Costs and Pro Rata Share of Operating Costs paid by Tenant during such year. Tenant shall have the right to conduct an audit ("Tenant's Audit") of the Electricity Costs and the Operating Costs in respect of a calendar year provided that all the following conditions are met in strict accordance with their terms: (i) such audit is conducted within one (1) year after Landlord delivers to Tenant the calculation of Tenant's actual Pro Rata Share of Electricity Costs or Pro Rata Share of Operating Costs, as the case may be, for such calendar year (time being of the essence with respect thereto); and (ii) such audit is conducted at hours reasonably designated by Landlord. The results of Tenant's Audit shall be made available to Landlord. The result of Tenant's Audit shall be binding upon the parties unless Landlord, during the thirty (30) day period after receipt of Tenant's Audit, requests that another audit of the relevant costs be performed. If such request is timely made, Landlord and Tenant shall retain a mutually acceptable accounting firm to conduct such audit (the "Mutual Audit"), the results of which shall be binding upon the parties. The cost of the Mutual Audit shall be borne equally by Landlord and Tenant. Tenant shall pay the cost of Tenant's Audit; provided, however, that if Tenant's Audit (or, in the alternative, the Mutual Audit if one is conducted) determines that Landlord's calculation of the aggregate total of Electricity Costs and Operating Expenses was overstated by more than five percent (5%), then Landlord shall reimburse Tenant for the balance cost of Tenant's Audit. If Tenant's Audit (or, in the alternative, the Mutual Audit if one is conducted) determines that Landlord has charged, and Tenant has paid, Electricity Costs or Operating Expense YearCosts in excess of such costs required to be paid by Tenant under the terms of this Lease, Landlord shall, at Landlord's election (notice of which election shall be sent to Tenant within twenty (20) days after the amount of any such excess has been finally determined), either (A) promptly reimburse Tenant the amount of such excess, or (B) credit the entire amount of such excess against the next installment of rent becoming due under this Lease.

Annual Adjustments. (1) Following Any Interest Deficiency ------------------ revealed by any Annual Interim Reconciliation Statement shall, to the extent such Annual Interim Reconciliation Statement reveals Operating Profit Available For Series B Note Interest in excess of the amount calculated and adjusted as of the end of each Operating Expense Fiscal Quarter on each Quarterly Reconciliation Date and distributed during the applicable Fiscal Year, Landlord shall submit be remitted by Borrower to Tenant a statement setting forth Lender on the exact amount of Tenant's Pro Rata Share Annual Interim Reconciliation Date, together with the Annual Interim Reconciliation Statement submitted by Borrower to Lender. Similarly, any Interest Deficiency revealed by the Annual Audited Statement shall, to the extent such Annual Audited Statement reveals Operating Profit Available For Series B Note Interest in excess of the Operating Expenses for amount calculated and adjusted as of the Operating Expense Year just completedAnnual Interim Reconciliation, be remitted by Borrower to Lender on the Annual Audited Reconciliation Date. Beginning with the statement for the second Operating Expense Year, each statement shall set forth the difference, if any, between Tenant's actual Pro Rata Share for the Operating Expense Year just completed and the estimated amount for such Operating Expense Year. Each statement shall also set forth the projected increase, if any, in Operating Expenses for the new Operating Expense Year and the corresponding increase or decrease in Tenant's monthly Rent for such new Operating Expense Year above or below the Rent paid by Tenant for the immediately preceding Operating Expense Year. (2) To the extent that Tenant's Pro Rata Share of Operating Expenses Profit Available for Series B Note Interest for the period covered by a statement Fiscal Year is different from less than the Estimated Payment during the Operating Expense Year just completed, Tenant shall pay Landlord the difference within 30 days following receipt by Tenant total amount of the statement or receive a credit against the next due Rent, as the case may be. Until Tenant receives a statement, Tenant's Estimated Payment Series B Note Interest actually paid for the new Operating Expense Fiscal Year shall continue to be paid at the prior Estimated Payment, but Tenant shall commence payment of Rent (or payable based on the new Estimated Payment beginning on fourth Quarterly Reconciliation Statement for the first day Fiscal Year), then such excess payments together with any excess payments applied to the Series A Note or Series B Note pursuant to the priority set forth above shall be adjusted as appropriate so that the total amount of Series B Note Interest actually paid for the month following Fiscal Year does not exceed the month cumulative Operating Profit Available For Series B Note Interest for the Fiscal Year as set forth in which Tenant receives the statement. Tenant shall also pay Landlord Annual Interim Reconciliation Statement, and as confirmed or deduct from the Rentadjusted, as the case may be, on in accordance with the date Annual Audited Statement. In the event that adjustments are required for the first paymentas aforesaid, any Pari Passu Distributions during those Fiscal Quarters to Borrower shall be refunded by Borrower to Lender as adjusted, the difference, if any, between the Estimated Payment for the new Operating Expense Year set forth appropriate to make such adjustments and any Pari Passu Distributions made during those Fiscal Quarters to Lender and deposited in the statement Pari Passu Account and the Estimated Payment actually paid not otherwise disbursed for an Interest Deficiency during the new Operating Expense Year. If, during any Operating Expense Year, there is a change in the information on which Tenant is then making its Estimated Payments so that the prior estimate is no longer accurate, Landlord may revise the estimate and there Fiscal Year shall be refunded by Lender to Borrower as appropriate to make such adjustments made in the monthly Rent on the first day of the month following notice to Tenant as shall be necessary by either increasing or decreasing, as the case may be, the amount of monthly Rent then being paid by Tenant for the balance of the Operating Expense Yearadjustments.

Annual Adjustments. (1) Following the end of each Operating Expense Year, including the first Operating Expense Year, Landlord shall submit to Tenant a statement setting forth the exact amount of Tenant's Pro Rata Share of the increase, if any, of the Operating Expenses for the Operating Expense Year just completedcompleted over the Base Operating Expenses. Beginning with the statement for the second Operating Expense Year, each statement shall set forth the difference, if any, between Tenant's actual Pro Rata Share of the increase in Operating Expenses for the Operating Expense Year just completed and the estimated amount for such Operating Expense Year. Each statement shall also set forth the projected increase, if any, in Operating Expenses for the new Operating Expense Year over Base Operating Expenses and the corresponding increase or decrease in Tenant's monthly Rent for such new Operating Expense Year above or below the Rent paid by Tenant for the immediately preceding Operating Expense Year. All statements related to Operating Expenses shall be broken down on a reasonably itemized basis. All books and records pertaining to Operating Expenses and all statements relating thereto shall conform to generally accepted accounting principles consistently applied. (2) To the extent that Tenant's Pro Rata Share of the increase in Operating Expenses for the period covered by a statement is different from the Estimated Payment during the Operating Expense Year just completed, Tenant shall pay Landlord the difference within 30 days following receipt by Tenant of the statement or receive a credit against the next due Rent, as the case may be. Until Tenant receives a statement, Tenant's Estimated Payment for the new Operating Expense Year shall continue to be paid at the prior Estimated Payment, but Tenant shall commence payment of Rent based on the new Estimated Payment beginning on the first day of the month following the month in which Tenant receives the statement. Tenant shall also pay Landlord or deduct from the Rent, as the case may be, on the date required for the first payment, as adjusted, the difference, if any, between the Estimated Payment for the new Operating Expense Year set forth in the statement and the Estimated Payment actually paid during the new Operating Expense Year. If, during any Operating Expense Year, there is a change in the information on which Tenant is then making its Estimated Payments so that the prior estimate is no longer accurate, Landlord may revise the estimate and there shall be such adjustments made in the monthly Rent on the first day of the month following notice to Tenant as shall be necessary by either increasing or decreasing, as the case may be, the amount of monthly Rent then being paid by Tenant for the balance of the Operating Expense Year.

Annual Adjustments. (1) Following the end On or before April 1 of each Operating Expense Yearcalendar year, ------------------ Landlord shall submit will prepare and deliver to Tenant a statement setting forth the exact amount calculation of Tenant's Pro Rata Share of the Operating Expenses for the Operating Expense Year just completed. Beginning with the statement for the second Operating Expense Year, each statement shall set forth the difference, if any, between Tenant's actual Pro Rata Share for the Operating Expense Year just completed of Electricity Costs and the estimated amount for such Operating Expense Year. Each statement shall also set forth the projected increase, if any, in Operating Expenses for the new Operating Expense Year and the corresponding increase or decrease in Tenant's monthly Rent for such new Operating Expense Year above or below the Rent paid by Tenant for the immediately preceding Operating Expense Year. (2) To the extent that Tenant's Pro Rata Share of Operating Expenses Costs for the period covered by a statement is different from the Estimated Payment during the Operating Expense Year just completedprevious calendar year. Within thirty (30) days after receipt of such statement, Tenant shall will pay to Landlord, or Landlord the difference within 30 days following receipt by Tenant of the statement or receive a will credit against the next rental or other payment or payments due Rent, as the case may be. Until Tenant receives a statement, from Tenant's Estimated Payment for the new Operating Expense Year shall continue to be paid at the prior Estimated Payment, but Tenant shall commence payment of Rent based on the new Estimated Payment beginning on the first day of the month following the month in which Tenant receives the statement. Tenant shall also pay Landlord or deduct from the Rent, as the case may be, on the date required for the first payment, as adjusted, the difference, if any, between the Estimated Payment for the new Operating Expense Year set forth in the statement and the Estimated Payment actually paid during the new Operating Expense Year. If, during any Operating Expense Year, there is a change in the information on which Tenant is then making its Estimated Payments so that the prior estimate is no longer accurate, Landlord may revise the estimate and there shall be such adjustments made in the monthly Rent on the first day of the month following notice to Tenant as shall be necessary by either increasing or decreasing, as the case may be, the amount difference between Tenant's actual Pro Rata Share of monthly Rent then being Electricity Cost and Pro Rata Share of Operating Costs for the preceding calendar year and Tenant's estimated Pro Rata Share of Electricity Costs and Pro Rata Share of Operating Costs paid by Tenant during such year. Tenant shall have the right to conduct an audit ("Tenant's Audit") of the Electricity Costs and the Operating Costs in respect of a calendar year provided that all the following conditions are met in strict accordance with their terms: (i) such audit is conducted within one (1) year after Landlord delivers to Tenant the calculation of Tenant's actual Pro Rata Share of Electricity Costs or Pro Rata Share of Operating Costs, as the case may be, for such calendar year (time being of the essence with respect thereto); and (ii) such audit is conducted at hours reasonably designated by Landlord by auditors who are employees of Tenant or by an accounting firm of national standing retained by Tenant. The results of Tenant's Audit shall be made available to Landlord. The result of Tenant's Audit shall be binding upon the parties unless Landlord, during the thirty (30) day period after receipt of Tenant's Audit, requests that another audit of the relevant costs be performed. If such request is timely made, Landlord and Tenant shall retain a mutually acceptable accounting firm to conduct such audit (the "Mutual Audit"), the results of which shall be binding upon the parties. The cost of the Mutual Audit shall be borne equally by Landlord and Tenant. Tenant shall pay the cost of Tenant's Audit; provided, however, that if Tenant's Audit (or, in the alternative, the Mutual Audit if one is conducted) determines that Landlord's calculation of the aggregate total of Electricity Costs and Operating Expenses was overstated by more than five percent (5%), then Landlord shall reimburse Tenant for the balance cost of Tenant's Audit. If Tenant's Audit (or, in the alternative, the Mutual Audit if one is conducted) determines that Landlord has charged, and Tenant has paid, Electricity Costs or Operating Expense Year.Costs in excess of such costs required to be paid by Tenant under the terms of this Lease, Landlord shall, at Landlord's election (notice of which election shall be sent to Tenant within twenty (20) days after the amount of any such excess has been finally determined), either (A) promptly reimburse Tenant the amount of such excess, or