Common use of Annual Reconciliation Clause in Contracts

Annual Reconciliation. By June 30th of each calendar year, or as soon thereafter as reasonably possible, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual Operating Expenses and Tax Expenses. Within thirty (30) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees to pay to Landlord the amount of such underpayment within thirty (30) days after Landlord's delivery of a demand therefor. If Landlord reasonably determines that an overpayment has been made by Tenant, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determination. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenant, shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following the expiration or earlier termination of this Lease.

Annual Reconciliation. By June 30th of each calendar year, or as soon thereafter as reasonably possible, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual and accrued Operating Expenses and Tax Expenses. Within thirty (30) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment by Tenant at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent estimated monthly installment(s) falling due, or where the Term of the Lease has expired, refund the amount of overpayment to TenantTenant as soon as possible thereafter. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that there has been an underpayment is dueunderpayment, Tenant hereby agrees to pay to Landlord the amount of may deduct such underpayment within from Tenant's Security Deposit provided, however, prior to such deduction, Landlord shall first give Tenant thirty (30) days after from the date of Landlord's delivery of a demand thereforinvoice therefor to pay such underpayment. If Landlord reasonably determines that an overpayment has been made Failure by Tenant, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determination. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenant, expenses shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following after the expiration or earlier termination of this Lease.

Annual Reconciliation. By June 30th of each calendar year, or as soon thereafter as reasonably possible, possible Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual Operating Expenses and Tax Expenses. Within thirty (30) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to t o give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent estimated monthly installment(s) falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees that Landlord shall be entitled to pay to Landlord the amount of deduct such underpayment within thirty (30) days after Landlordfrom Tenant's delivery of a demand thereforSecurity Deposit. If Landlord reasonably determines that an overpayment has been made by Tenant, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determinationas soon as practicable thereafter. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, ,. including without limitation, Landlord's failure to make a written demand for deduct any portion of any underpayment from Tenant's Security Deposit, shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following after the expiration or earlier termination of this Lease.

Annual Reconciliation. By June 30th Landlord shall, within one hundred twenty (120) days after the end of each calendar fiscal year, or as soon thereafter as deliver to Tenant a reasonably possibledetailed statement of the actual amount of Operating Costs for such fiscal year (“Year End Statement”). Failure of Landlord to provide the Year End Statement within the time prescribed shall not relieve Tenant from its obligations hereunder, provided, however, Landlord shall endeavor be deemed to furnish have waived any costs actually incurred but not billed to Tenant with an accounting prepared with reasonable detail of actual Operating Expenses and Tax Expenses. Within thirty within two (302) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord years after the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent falling due, or where the Term end of the Lease has expired, refund the amount of overpayment to Tenantfiscal year in which such cost was incurred by Landlord. If the Term total of such monthly remittances on account of any fiscal year is greater than Tenant’s Share of Operating Costs actually incurred for such fiscal year, then, provided no Event of Default nor any event which, with the passage of time and/or the giving of notice would constitute an Event of Default, is then continuing (it being understood and agreed that if Tenant cures any default(s) within the applicable cure period(s) provided in Section 20 below, then Tenant shall thereafter be entitled to take such credit), Tenant may credit the difference against the next installment(s) of additional rent on account of Operating Costs due hereunder, except that if such difference is determined after the end of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees to pay to Landlord the amount of such underpayment within thirty (30) days after Landlord's delivery of a demand therefor. If Landlord reasonably determines that an overpayment has been made by TenantTerm, Landlord shall refund said overpayment such difference to Tenant within thirty (30) days after Landlord has made such determinationdetermination to the extent that such difference exceeds any amounts then due from Tenant to Landlord. Notwithstanding If the foregoing, failure total of Landlord to accurately estimate Tenant's such remittances is less than Xxxxxx’s Share of Operating Costs actually incurred for such expenses or fiscal year, Tenant shall pay the difference to otherwise perform such reconciliation of expensesLandlord, including without limitationas additional rent hereunder, Landlord's failure to make a written demand for any underpayment from Tenant, shall not constitute a waiver of Landlord's right to collect any within thirty (30) days of Tenant's underpayment at any time during ’s receipt of an invoice therefor. Xxxxxxxx’s estimate of Operating Costs for the Term next fiscal year shall be based upon the Operating Costs actually incurred for the prior fiscal year as reflected in the Year-End Statement plus a reasonable adjustment based upon estimated increases in Operating Costs, if any. The provisions of the Lease during the one (1this Section 5.2(d) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following shall survive the expiration or earlier termination of this Lease.

Annual Reconciliation. By June 30th May 31 of each calendar year, or as soon thereafter as reasonably possible, Landlord shall endeavor deliver to furnish Tenant with an accounting prepared with reasonable detail of actual Operating Expenses and Tax ExpensesTaxes for the prior calendar year. Within thirty (30) 30 days of after Landlord's ’s delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoingLandlord’s obligation to so furnish an accounting, Landlord’s failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's ’s underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent estimated monthly installment or installments falling due, or where if the Term of the Lease has expired, refund the amount of overpayment to TenantTenant when the accounting is delivered. If the Term of the Lease expires prior to before the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's ’s Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees Landlord shall be entitled (but not obligated) to pay to Landlord the amount of deduct such underpayment within thirty (30) days after Landlord's delivery of a demand thereforfrom the Security Deposit. If Landlord reasonably determines that Tenant has made an overpayment has been made by Tenantoverpayment, Landlord shall refund said such overpayment to Tenant within thirty (30) days after Landlord has made such determinationas soon as is practicable. Notwithstanding the foregoing, any failure of by Landlord to accurately estimate Tenant's ’s Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's ’s failure to make a written demand for deduct any portion of any underpayment from Tenantthe Security Deposit, shall not constitute a waiver of Landlord's ’s right to collect any of Tenant's ’s underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following after the expiration or earlier termination of this Lease. Notwithstanding anything to the contrary in this Lease, Landlord shall have no right to collect any underpayment by Tenant of Tenant’s Share of Operating Expenses or Taxes at any time that is more than one year after the end of the calendar year to which such underpayment relates.

Annual Reconciliation. By June 30th of each calendar year, or as soon thereafter as reasonably possible, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual Operating Expenses and Tax Expenses. Within thirty (30) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent estimated monthly installment(s) falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees that Landlord shall be entitled to pay to Landlord the amount of deduct such underpayment within thirty (30) days after Landlordfrom Tenant's delivery of a demand thereforSecurity Deposit. If Landlord reasonably determines that an overpayment has been made by Tenant, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determinationas soon as practicable thereafter. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for deduct any portion of any underpayment from Tenant's Security Deposit, shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following after the expiration or earlier termination of this Lease.

Annual Reconciliation. By June 30th As soon as practicable after the end of each calendar year, or as soon thereafter as reasonably possible, Landlord shall endeavor prepare and forward to furnish Tenant with an accounting prepared with reasonable detail a statement of the actual Operating Expenses and Tax Common Area Maintenance Expenses for such year. If the total amount Tenant actually paid for estimated Operating Expenses and Common Area Maintenance Expenses is less than Tenant’s Proportionate Share of the Building of the actual Operating Expenses. Within , and Tenant’s Proportionate Share of Common Area Expenses, Tenant shall pay to Landlord as Additional Rent, in one lump sum, the difference between the total amount actually paid by Tenant and the amount Tenant should have paid pursuant to subparagraph (b)(2) above; this lump sum payment shall be made within thirty (30) days of receipt of Landlord's delivery ’s xxxx therefor; or if the total amount Tenant actually paid for such estimated Operating Expenses and Common Area Maintenance Expenses is more than Tenant’s Proportionate Share of such accountingthe actual amounts of the expenses, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. then Landlord shall credit remit the amount of any overpayment by Tenant toward the next Base Rent falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees to pay to Landlord the amount of such underpayment within thirty (30) days after Landlord's delivery of a demand therefor. If Landlord reasonably determines that an overpayment has been made by Tenant, Landlord shall refund said overpayment excess to Tenant within thirty (30) days after Landlord has made of making such determination. Notwithstanding Tenant’s obligation to pay any increase due over the foregoingprior year’s actual Operating Expenses (excluding utilities and snow removal which shall not be subject to the cap), failure for any calendar year shall be limited to a per annum cumulative increase of Landlord five percent (5%), compounded annually. Increases in Taxes and Insurance, set forth in paragraph 4(c) shall not be subject to accurately estimate any limit or “cap”. By way of example only, if the portion of Operating Expenses which is subject to the foregoing limitation (collectively, “Controllable Operating Expenses”) shall be equal to $5.00 per rentable square foot in calendar year 2004, Tenant's ’s Proportionate Share of such expenses or to otherwise perform such reconciliation those Controllable Operating Expenses may not exceed $5.25 in calendar year 2005, Further, if Tenant’s Proportionate Share of expensesthose Controllable Operating Expenses in 2005 equals $5.20 per rentable square foot, including without limitation, Landlord's failure to make a written demand for any underpayment from then Tenant, ’s Proportionate Share of Controllable Operating Expenses in 2006 shall not constitute a waiver exceed $5.56 (i.e., $5.25 x 1.05 + the cumulative carry forward of Landlord's right to collect any $.05 since Tenant’s Proportionate Share of Tenant's underpayment at any time during those Controllable Operating Expenses in 2005 was $.05 less than the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following the expiration or earlier termination of this Leaseapplicable cap).

Annual Reconciliation. By June 30th Landlord shall, within one hundred twenty (120) days after the end of each calendar yearOperating Year, or as soon thereafter as deliver to Tenant a reasonably possible, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail detailed statement of the actual Operating Expenses and Tax Expenses. Within thirty (30) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord the amount of any underpaymentBuilding Operating Costs and Property Operating Costs for such Operating Year (“Year End Statement”). Notwithstanding the foregoing, failure by Failure of Landlord to give such accounting by such date provide the Year End Statement within the time prescribed shall not constitute a waiver by Landlord of relieve Tenant from its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenantobligations hereunder. If the Term total of such monthly remittances on account of any Operating Year is greater than Tenant’s Share of the Lease expires prior to Operating Costs Excess actually incurred for such Operating Year, then, provided there is no Event of Default nor any event which, with the annual reconciliation passage of expenses Landlord shall have time and/or the right to reasonably estimate Tenant's Share giving of such expenses, and if Landlord determines that notice would constitute an underpayment is dueEvent of Default, Tenant hereby agrees to pay to Landlord may credit the amount difference against the next installment of additional rent on account of Operating Costs due hereunder, except that if such underpayment within thirty (30) days difference is determined after Landlord's delivery the end of a demand therefor. If Landlord reasonably determines that an overpayment has been made by Tenantthe Term, Landlord shall refund said overpayment such difference to Tenant within thirty (30) days after such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord has made (it being understood and agreed that if Tenant shall cure any default within applicable notice and/or cure periods, then Tenant shall thereafter be entitled to take such determinationcredit or receive such refund, as applicable). Notwithstanding If the foregoing, failure total of Landlord to accurately estimate such remittances is less than Tenant's ’s Share of the Operating Costs Excess actually incurred for such expenses or Operating Year, Tenant shall pay the difference to otherwise perform such reconciliation of expensesLandlord, including without limitationas additional rent hereunder, Landlord's failure to make a written demand for any underpayment from Tenant, shall not constitute a waiver of Landlord's right to collect any within thirty (30) days of Tenant's underpayment at any time during the Term ’s receipt of an invoice therefor. Landlord’s estimate of the Lease during Operating Costs Excess for the one (1next Operating Year shall be based upon the Operating Costs Excess actually incurred for the prior Operating Year as reflected in the Year-End Statement plus a reasonable adjustment based upon estimated increases in Building Operating Costs and/or Property Operating Costs. The provisions of this Section 5.2(h) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following shall survive the expiration or earlier termination of this Lease.

Annual Reconciliation. By June 30th Within 180 days after the end of each calendar year, year or as soon thereafter as reasonably possiblepossible thereafter, Landlord shall endeavor to furnish send Tenant with an accounting prepared with reasonable detail annual statement of the actual Operating Expenses and Tax ExpensesTaxes for the preceding calendar year (the “Annual Statement”). Within thirty (30) days Landlord’s failure to render an Annual Statement for any calendar year shall not prejudice Landlord’s right to issue an Annual Statement with respect to that calendar year or any subsequent calendar year, nor shall Landlord’s rendering of an incorrect Annual Statement prejudice Landlord's delivery of such accounting’s right subsequently to issue a corrected Annual Statement. Pursuant to the Annual Statement, Tenant shall pay to Landlord Additional Rent as owed within thirty days after Tenant’s receipt of the Annual Statement, or Landlord shall adjust Tenant’s Rent payments if Landlord owes Tenant a credit. After the Expiration Date or earlier termination date of the Lease, Landlord shall send Tenant the final Annual Statement for the Term, and Tenant shall pay to Landlord Additional Rent as owed within thirty days after Tenant’s receipt of the Annual Statement, or, if Landlord owes Tenant a credit, then Landlord shall pay Tenant a refund. If this Lease expires or terminates on a day other than December 31, then Additional Rent shall be prorated on a 365-day calendar year (or 366 if a leap year). If there is a decrease in Operating Expenses in any subsequent year below Operating Expenses for the Base Year, then no Additional Rent shall be due on account of Operating Expenses; provided, however, Tenant shall not be entitled to any credit, refund or other payment that would reduce the amount of Tenant’s Proportionate Share of Taxes or other Additional Rent or Base Rent owed by Tenant. Likewise, if there is a decrease in Taxes in any underpayment. Notwithstanding subsequent year below Taxes for the foregoingBase Year, failure by Landlord to give such accounting by such date then no Additional Rent shall be due on account of Taxes; provided, however, Tenant shall not constitute a waiver by Landlord of its right be entitled to collect any of Tenant's underpayment at any time. Landlord shall credit credit, refund or other payment that would reduce the amount of any overpayment by Tenant toward the next Tenant’s Proportionate Share of Operating Expenses or other Additional Rent or Base Rent falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees to pay to Landlord the amount of such underpayment within thirty (30) days after Landlord's delivery of a demand therefor. If Landlord reasonably determines that an overpayment has been made owed by Tenant, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determination. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenant, shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following the expiration or earlier termination of this Lease.

Annual Reconciliation. By June 30th An annual statement (the “Statement”) of Operating Expenses and Taxes for each calendar yearComparison Year, or and of Tenant’s Proportionate Share of any increases in Operating Expenses over Base Operating Expenses and increases in Taxes over Base Taxes with respect to such Comparison Year (taking into account the applicable cap pursuant to Paragraph 4.14 of this Lease), shall be prepared by Landlord pursuant to generally accepted accounting principles, consistently applied, and shall be binding upon Tenant, except as soon thereafter as reasonably possible, set forth in Paragraph 4.11 below. Landlord shall endeavor to furnish deliver the initial Statement for each Comparison Year within ninety (90) days after the last day of the Comparison Year to which such Statement relates. If the total amount Tenant with an accounting prepared with reasonable detail of actual actually paid for estimated increases in Operating Expenses over Base Operating Expenses and Tax Expenses. Within thirty (30) days estimated increases in Taxes over Base Taxes is less than Tenant’s Proportionate Share of Landlord's delivery of such accountingthe actual increases, Tenant shall pay to Landlord as Additional Rent in one lump sum the difference between the total amount actually paid by Tenant for such Comparison Year and the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord Tenant should have paid pursuant to give such accounting by such date Paragraph 4.7 above; this lump sum payment shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees to pay to Landlord the amount of such underpayment be made within thirty (30) days after Landlord's delivery receipt of a demand therefor. If the Statement; or if the total amount Tenant actually paid for estimated increases in Operating Expenses over Base Operating Expenses and estimated increases in Taxes over Base Taxes is more than Tenant’s Proportionate Share of the actual increases, then Landlord reasonably determines that an overpayment has been made by Tenantshall, Landlord shall refund said overpayment at its option: (a) credit such amount against the next monthly installment of Rent; or (b) remit the excess to Tenant within thirty (30) days after Landlord has made such determinationthe issuance of the Statement. Notwithstanding the foregoing, The failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand timely furnish the Statement for any underpayment Comparison Year shall not preclude Landlord or Tenant from enforcing its rights under this Paragraph 4. In addition, Landlord shall have the right to modify any Statement after such Statement has been delivered to Tenant to correct any errors or reflect any new information received by Landlord with respect to Operating Expenses or Taxes shown on such Statement by delivery to Tenant of a revised statement (the “Revised Statement”), and if such Revised Statement shows an amount due from Tenant to Landlord, or a refund due from Landlord to Tenant, Tenant shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which pay, or Landlord shall refund, such underpayment relates or at any time during the one (1) year period following the expiration or earlier termination of additional amount in accordance with this LeaseParagraph 4.9.

Annual Reconciliation. By June 30th of each calendar year, or as soon thereafter as reasonably possible, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual and accrued Operating Expenses and Tax ExpensesExpenses for the prior calendar year. Within thirty (30) days of Landlord's ’s delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment by Tenant at any timetime (subject to the limitations set forth below). Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent payment(s) falling due, or where the Term of the Lease has expired, refund the amount of overpayment to TenantTenant within thirty (30) days after the determination of the overpayment. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's ’s Share of such expenses, and if Landlord determines that there has been an underpayment is dueunderpayment, Tenant hereby agrees to pay to Landlord the amount of may deduct such underpayment within thirty (30) days after Landlord's delivery from Tenant’s Letter of a demand thereforCredit. If Landlord reasonably determines that an overpayment has been made Failure by Tenant, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determination. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's ’s Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenant, expenses shall not constitute a waiver of Landlord's ’s right to collect any of Tenant's ’s underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following after the expiration or earlier termination of this Lease. Notwithstanding anything to the contrary contained in this Lease, if Landlord has not delivered an accounting for any calendar year during the Term (except for the accounting applicable to the calendar year during which the Term expired or was terminated) by the date that is two (2) years after the end of the calendar year in question, Tenant shall not be obligated to pay Tenant’s Share of any underpayment of Operating Expenses or Tax Expenses for such calendar year. If the accounting for the last calendar year of the Term is not delivered to Tenant within six (6) months after the last day of such calendar year, Tenant shall not be obligated to pay Tenant’s Share of any underpayment of Operating or Tax Expenses applicable to that portion of such year comprising during the Term.

Annual Reconciliation. By June 30th of each calendar year, or as soon thereafter as reasonably possible, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual Operating Expenses and Tax Expenses. Within thirty (30) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent estimated monthly installment(s) falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees that Landlord shall be entitled to pay to Landlord the amount of deduct such underpayment within thirty (30) days after Landlordfrom Tenant's delivery of a demand thereforSecurity Deposit. If Landlord reasonably determines that an overpayment has been made by Tenant, Landlord shall refund said overpayment to Tenant within thirty as soon as practicable thereafter; however, in no event later than ninety (3090) days after Landlord has made such determinationdays. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for deduct any portion of any underpayment from Tenant's Security Deposit, shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following after the expiration or earlier termination of this Lease.

Annual Reconciliation. By June 30th If Tenant's Share of each calendar year, or as soon thereafter as reasonably possible, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual Operating Expenses and Tax Expenses. Within thirty (30) days of --------------------- for the year as finally determined exceeds the total payments made by Tenant based on Landlord's delivery of such accountingestimate, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees to pay to Landlord the amount of such underpayment deficiency within thirty (30) days after Tenant's receipt of Landlord's delivery of a demand thereforstatement. If Landlord reasonably determines that an overpayment has been the total payments made by Tenant based on Landlord's estimate exceed the amount properly payable by Tenant, Landlord shall refund said overpayment credit the excess amount to the next Operating Expenses payment due under this Lease, or upon expiration of the Term pay Tenant such excess amount within thirty (30) days after Landlord has made such determinationTenant's receipt of Landlord's statement. Notwithstanding the foregoingpreceding sentence, failure of Landlord to accurately estimate if Tenant's Share of Real Estate Taxes are paid as part of Operating Expenses, then any excess portion of Operating Expenses attributable to estimated Tenant's Share of Real Estate Taxes shall not be refunded at the time of such expenses annual reconciliations unless and until such amounts are determined truly to be excess payments after reassessment (or to otherwise perform such reconciliation supplemental assessment) of expenses, including without limitation, the Taxable Property following Landlord's failure to make a written demand for any underpayment from Tenant, shall not constitute a waiver acquisition thereof and completion of construction of Landlord's right Work and the Tenant Improvements. To the extent any amounts collected as part of Operating Expenses for payment of Real Estate Taxes are placed in an interest bearing account, then any interest earned thereon while in such account shall be deemed earned by Tenant and at such time as such amounts are applied to collect any Real Estate Taxes or returned to Tenant, as the case may be, shall be paid to Tenant. The provisions of Tenant's underpayment at any time during the Term this paragraph shall survive expiration of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following the expiration or earlier termination of this LeaseTerm.

Annual Reconciliation. By June 30th of each calendar year, or as soon thereafter as reasonably possible, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual and accrued Operating Expenses and Tax Expenses. Tenant shall have the right to request in writing that Landlord make available at Landlord’s offices during ordinary business hours such supporting information reasonably requested by Tenant. Within thirty (30) days of Landlord's ’s delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment by Tenant at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent estimated monthly installment(s) falling due, or where the Term of the Lease has expired, refund the amount of overpayment to TenantTenant as soon as possible thereafter. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's ’s Share of such expenses, and if Landlord determines that there has been an underpayment is dueunderpayment, Tenant hereby agrees to pay to Landlord the amount of may deduct such underpayment within thirty (30) days after Landlord's delivery of a demand thereforfrom Tenant’s Security Deposit. If Landlord reasonably determines that an overpayment has been made Failure by Tenant, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determination. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's ’s Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenant, expenses shall not constitute a waiver of Landlord's ’s right to collect any of Tenant's ’s underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following after the expiration or earlier termination of this Lease. Landlord shall not have the right to collect any underpayment by Tenant or seek additional monies from Tenant due to Landlord’s failure to reconcile timely Operating Expenses and Tax Expenses at any time after one (1) year following the end of the calendar year in which such Operating Expense or Tax Expense was incurred.

Annual Reconciliation. By June 30th Within one hundred twenty (120) days after the close of each calendar year, Expense Year or as soon thereafter as reasonably possiblepracticable, Landlord shall endeavor will deliver to furnish Tenant with an accounting prepared with reasonable detail the following: (i) a statement of actual Operating Expenses Other Charges for such Expense Year, certified by Landlord’s property manager; and Tax Expenses(ii) a statement of the payments of Other Charges actually made by Tenant for such Expense Year. Within thirty (30) days of Landlord's delivery If on the basis of such accountingstatements Tenant owes an amount that is less than the total estimated payments for such Expense Year previously made by Tenant, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of at its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent falling due, or where the Term of the Lease has expired, election will either promptly refund the amount of such overpayment to Tenant or credit such excess against Tenant’s subsequent obligations to pay Rent and Other Charges. If on the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share basis of such expenses, and if Landlord determines statements Tenant owes an amount that an underpayment is duemore than the total estimated payments for such Expense Year previously made by Tenant, Tenant hereby agrees to will pay the deficiency to Landlord the amount of such underpayment within thirty (30) days after Landlord's delivery of such statements to Tenant. The termination of this Lease will not affect the obligations of Landlord and Tenant pursuant to Section 4.3 of this Lease to be performed after such termination, provided, however, that Tenant’s share of Operating Expenses and Property Taxes shall be equitably prorated through the termination date and Tenant shall only be responsible for its share that accrued on or prior to the termination date. In the event Tenant objects in writing to any such year-end statement for Other Charges within sixty (60) days after receipt of such statement, then Tenant shall have the right, during the six (6) month period following delivery of such statement, at Tenant’s sole cost, to review in Landlord’s offices Landlord’s records relevant to such statement. Such review shall be carried out only by a demand therefornationally recognized accounting firm and not by any other person, and shall be subject to Landlord’s reasonable audit procedures. No person conducting such an audit shall be compensated on a “contingency” or other incentive basis. If, as of the date sixty (60) days after Tenant’s receipt of such year-end statement or billing, Tenant shall not have objected thereto in writing, or if, during the six (6) month period following delivery of such statement or billing, Tenant shall not have carried out a review of Landlord’s records, then such year-end statement or billing, as the case may be, shall be final and binding upon Landlord and Tenant, and Tenant shall have no further right to object to such statement or billing. If Tenant timely delivers a written objection to a year-end statement or billing and, within such six (6) month period, Tenant conducts an audit and delivers to Landlord reasonably determines a written statement specifying objections to such annual statement, then Tenant and Landlord shall meet to attempt to resolve such objection within ten (10) days after delivery of the objection statement. If such objection is not resolved within such ten (10) day period, then either party shall have the right, at any time within sixty (60) days after the expiration of such ten (10) day period, to require that the dispute be submitted to binding arbitration under the rules of the American Arbitration Association. If neither Landlord nor Tenant commences an overpayment has been made arbitration proceeding within such sixty (60) day period, then the year-end statement in question shall be final and binding on Landlord and Tenant. Notwithstanding that any such dispute remains unresolved, Tenant shall be obligated to pay Landlord all amounts payable in accordance with this Section 4.3 (including any disputed amount). The audit and arbitration procedures set forth in this Section 4.3 shall be Tenant’s exclusive remedy with respect to the calculation of the amount of Tenant’s obligations under this Section 4.3. In the event that it is finally determined that Landlord over billed Tenant by Tenantmore than four percent (4%), then, provided that Tenant delivers to Landlord a written statement setting forth in reasonable detail the expenses actually incurred by Tenant in conducting such audit, Landlord shall refund said overpayment reimburse Tenant for reasonable expenses incurred in connection with such audit. In all events, Landlord shall pay Tenant the amount of any overpayment. The results of any review or audit of Other Charges conducted pursuant to Tenant within thirty (30) days after Landlord has made such determination. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenantthis Section 4.3, shall not constitute be held strictly confidential by Tenant. Lessor shall keep full, accurate, and separate books of account covering all Lessor’s Operating Expenses and Property Taxes, and the statement to Lessee shall accurately reflect the total Operating Expenses and Property Taxes and Lessee’s pro rata share. The books of account shall be retained by Lessor for a waiver period of Landlord's at least two years after the expiration of each calendar year. Lessee shall have the right to collect any of Tenant's underpayment at any time all reasonable times during the Term to inspect the books of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following the expiration or earlier termination of this Leaseaccount.

Annual Reconciliation. By June 30th Within 180 days after the end of each calendar year, year or as soon thereafter as reasonably possiblepossible thereafter, Landlord shall endeavor to furnish send Tenant with an accounting prepared with reasonable detail annual statement of the actual Operating Expenses and Tax Expensesfor the preceding calendar year (the “Annual Statement”). Within thirty (30) days Landlord’s failure to render an Annual Statement for any calendar year shall not prejudice Landlord’s right to issue an Annual Statement with respect to that calendar year or any subsequent calendar year, nor shall Landlord’s rendering of an incorrect Annual Statement prejudice Landlord's delivery of such accounting’s right subsequently to issue a corrected Annual Statement. Pursuant to the Annual Statement, Tenant shall pay to Landlord Additional Rent as owed within 30 days after Tenant’s receipt of the Annual Statement, or Landlord shall adjust Tenant's Rent payments if Landlord owes Tenant a credit. After the Expiration Date or earlier termination date of the Lease, Landlord shall send Tenant the final Annual Statement for the Term, and Tenant shall pay to Landlord Additional Rent as owed within 30 days after Tenant’s receipt of the Annual Statement, or, if Landlord owes Tenant a credit, then Landlord shall pay Tenant a refund. If this Lease expires or terminates on a day other than December 31, then Additional Rent shall be prorated on a 365‑day calendar year (or 366 if a leap year). If there is a decrease in Operating Expenses in any subsequent year below Expense Stop, then no Additional Rent shall be due on account of Operating Expenses; provided, however, Tenant shall not be entitled to any credit, refund or other payment that would reduce the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next other Additional Rent or Base Rent falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees to pay to Landlord the amount of such underpayment within thirty (30) days after Landlord's delivery of a demand therefor. If Landlord reasonably determines that an overpayment has been made owed by Tenant, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determination. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenant, shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following the expiration or earlier termination of this Lease.

Annual Reconciliation. By June 30th of each calendar year, or as soon thereafter as reasonably possible, possible Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual Operating Expenses and Tax Expenses. Within thirty (30) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent estimated monthly installment(s) falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term term of the Lease expires prior to the annual reconciliation of expenses expenses, Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees that Landlord shall be entitled to pay to Landlord the amount of deduct such underpayment within thirty (30) days after Landlordfrom Tenant's delivery of a demand thereforSecurity Deposit. If Landlord reasonably determines that an overpayment has been made by Tenant, Landlord shall refund said such overpayment to Tenant within thirty (30) days after Landlord has made such determinationas soon as practicable thereafter. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for deduct any portion of any underpayment from Tenant's Security Deposit, shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following after the expiration or earlier termination of this Lease.

Annual Reconciliation. By June 30th of each calendar year, or as soon thereafter as reasonably possible, possible Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual Operating Expenses and Tax Expenses. Expenses Within thirty (30) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent estimated monthly installment(s) falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees that Landlord shall be entitled to pay to Landlord the amount of deduct such underpayment within thirty (30) days after Landlordfrom Tenant's delivery of a demand thereforSecurity Deposit. If Landlord reasonably determines that an overpayment has been made by Tenant, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determinationas soon as practicable thereafter. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for deduct any portion of any underpayment from Tenant's Security Deposit, shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following after the expiration or earlier termination of this Lease.

Annual Reconciliation. By June 30th of each calendar year, or as soon thereafter as reasonably possible, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual Operating Expenses and Tax Expenses. Within thirty (30) days of Landlord's ’s delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's ’s underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base monthly installment of Rent falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses expenses, Landlord shall have the right to reasonably estimate Tenant's ’s Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees that Landlord shall be entitled to pay to Landlord the amount of deduct such underpayment within thirty (30) days after Landlord's delivery of a demand thereforfrom Tenant’s Security Deposit. If Landlord reasonably determines that an overpayment has been made by Tenant, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determinationthereafter. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's ’s Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's ’s failure to make a written demand for deduct any portion of any underpayment from Tenant’s Security Deposit, shall not constitute a waiver of Landlord's ’s right to collect any of Tenant's ’s underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one within sixty (160) year period following days after the expiration or earlier termination of this Lease.

Annual Reconciliation. By June 30th Landlord shall, within one hundred twenty (120) days after the end of each calendar yearOperating Year, or as soon thereafter as deliver to Tenant a reasonably possible, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail detailed statement of the actual Operating Expenses and Tax Expenses. Within thirty (30) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord the amount of any underpaymentOperating Costs for such Operating Year (the “Year End Statement”). Notwithstanding the foregoing, failure by Failure of Landlord to give such accounting by such date provide the Year End Statement within the time prescribed shall not constitute a waiver by Landlord of relieve Tenant from its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenantobligations hereunder. If the Term total of such monthly remittances on account of any Operating Year is greater than Tenant’s Share of the Lease expires prior to Operating Costs actually incurred for such Operating Year, then, provided there is no Event of Default nor any event which, with the annual reconciliation passage of expenses Landlord shall have time and/or the right to reasonably estimate Tenant's Share giving of such expenses, notice would constitute an Event of Default (it being understood and agreed that if Landlord determines that an underpayment is dueTenant cures all defaults before the expiration of applicable grace period(s), Tenant hereby agrees then shall be entitled to pay to Landlord such credit or refund, as the amount case may be), Tenant may credit the difference against the next installment of additional rent on account of Operating Costs due hereunder, except that if such underpayment within thirty (30) days difference is determined after Landlord's delivery the end of a demand therefor. If Landlord reasonably determines that an overpayment has been made by Tenantthe Term, Landlord shall refund said overpayment such difference to Tenant within thirty (30) days after Landlord has made such determinationdetermination to the extent that such difference exceeds any amounts then due from Tenant to Landlord. Notwithstanding If the foregoing, failure total of Landlord to accurately estimate such remittances is less than Tenant's ’s Share of the Operating Costs actually incurred for such expenses or Operating Year, Tenant shall pay the difference to otherwise perform such reconciliation of expensesLandlord, including without limitationas additional rent hereunder, Landlord's failure to make a written demand for any underpayment from Tenant, shall not constitute a waiver of Landlord's right to collect any within ten (10) days of Tenant's underpayment at any time during the Term ’s receipt of an invoice therefor. Landlord’s estimate of the Lease during Operating Costs for the one (1next Operating Year shall be based upon the Operating Costs actually incurred for the prior Operating Year as reflected in the Year-End Statement plus a reasonable adjustment based upon estimated increases in Operating Costs. The provisions of this Section 5.2(h) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following shall survive the expiration or earlier termination of this Lease.

Annual Reconciliation. By If and to the extent applicable, by June 30th of each calendar year, or as soon thereafter as reasonably possible, possible Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual Operating Expenses and Tax Expenses. Within thirty (30) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent estimated monthly installment(s) falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees that Landlord shall be entitled to pay to Landlord the amount of deduct such underpayment within thirty (30) days after Landlordfrom Tenant's delivery of a demand thereforSecurity Deposit. If Landlord reasonably determines that an overpayment has been made by Tenant, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determinationas soon as practicable thereafter. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for deduct any portion of any underpayment from Tenant's Security Deposit, shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following after the expiration or earlier termination of this Lease.. Unless Tenant takes exception to any accounting provided by Landlord within one hundred eighty (180) days after Landlord provides such statement, such statement shall be considered final and binding on Tenant. Tenant acknowledges that Landlord's ability to budget and incur expenses

Annual Reconciliation. By June 30th Within ninety (90) days after the end of each calendar year, year or as soon thereafter after such ninety (90) day period as reasonably possiblepracticable, Landlord will deliver to Tenant a statement of amounts payable under Section 6.2 (c) for such calendar year prepared and certified by Landlord (“Landlord’s Statement”). Landlord’s Statement will be final and binding upon Landlord and Tenant unless Tenant objects to it in writing to Landlord within sixty (60) days after it is given to Tenant and it is subsequently determined that Landlord made a material error. Landlord’s Statement shall set forth, in reasonable detail, the total amount of Operating Expenses (broken down by cost categories) during the applicable period. Within ten (10) days after receipt of Tenant’s request therefor, Landlord shall endeavor provide to furnish Tenant with an accounting prepared with reasonable detail the method of actual calculating Tenant’s Proportionate Share of Operating Expenses and Tax ExpensesTaxes. Within If the total amount Tenant actually paid for estimated increases in Operating Expenses and Taxes is less than Tenant’s Proportionate Share of the actual increase as shown on Landlord’s Statement, Tenant shall pay to Landlord as Additional Rental in one lump sum the difference between the total amount actually paid by Tenant for such Comparison Year and the amount Tenant should have paid pursuant to subparagraph (b) above; this lump sum payment shall be made within thirty (30) days of Tenant’s receipt of Landlord's delivery ’s statement therefor; or if the total amount Tenant actually paid for estimated increases in Operating Expenses and Taxes is more than Tenant’s Proportionate Share of such accountingthe actual increase, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. then Landlord shall credit remit the amount of any overpayment by Tenant toward the next Base Rent falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees to pay to Landlord the amount of such underpayment within thirty (30) days after Landlord's delivery of a demand therefor. If Landlord reasonably determines that an overpayment has been made by Tenant, Landlord shall refund said overpayment excess to Tenant within thirty (30) days after Landlord has made such determination. Notwithstanding of the foregoing, failure of Landlord to accurately estimate Tenant's Share making of such expenses or to otherwise perform determination or, at Landlord’s election, credit such reconciliation amount against the next monthly installment of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenant, shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following the expiration or earlier termination of this LeaseBase Rental.

Annual Reconciliation. By June 30th of each calendar year, or as soon thereafter as reasonably possible, possible Landlord shall endeavor to furnish Tenant with an all accounting prepared with reasonable detail of actual Operating Expenses and Tax Expenses. Within thirty (30) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent estimated monthly installment(s) falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees that Landlord shall be entitled to pay to Landlord the amount of deduct such underpayment within thirty (30) days after Landlordfrom Tenant's delivery of a demand thereforSecurity Deposit. If Landlord reasonably determines that an overpayment has been made by Tenant, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determinationas soon as practicable thereafter. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for deduct any portion of any underpayment from Tenant's Security Deposit, shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following after the expiration or earlier termination of this Lease.

Annual Reconciliation. By June 30th of each calendar year, or as soon thereafter as reasonably possiblepossible (but in no event more than three (3) months thereafter, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual and accrued Operating Expenses and Tax Expenses. Within thirty (30) days of Landlord's ’s delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure underpayment Failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment by Tenant at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent estimated monthly installment(s) falling due, or where the Term of the Lease has expired, refund the amount of overpayment to TenantTenant as soon as possible thereafter. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's ’s Share of such expenses, and if Landlord determines that there has been an underpayment is dueunderpayment, Tenant hereby agrees to pay to Landlord the amount of may deduct such underpayment within thirty (30) days after Landlord's delivery of a demand therefor. If Landlord reasonably determines that an overpayment has been made from Tenant’s Security Deposit Failure by Tenant, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determination. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's ’s Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenant, expenses shall not constitute a waiver of Landlord's ’s right to collect any of Tenant's ’s underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following after the expiration or earlier termination of this Lease, except as stated above. Any Operating Expense or Tax Expense statement provided by Landlord hereunder shall include detailed schedule of Operating Expenses and Tax Expenses and, upon request by Tenant, copies of invoices will be provided.

Annual Reconciliation. By June 30th of each calendar year, or as soon thereafter as reasonably possibleAnnually, Landlord shall endeavor use commercially reasonable efforts to furnish prepare in good faith and deliver to Tenant with an accounting prepared with reasonable detail as soon as is reasonably possible after the expiration of actual each Lease Year, a comparative statement setting forth (1) the Operating Expenses Costs, Taxes and Tax Expenses. Within thirty Insurance Costs for such Lease Year, and (302) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord the amount of additional Rent as determined in accordance with the provisions of this Article 6 (the "Expense Statement"). Unless Tenant raises any underpaymentobjections to Landlord’s Expense Statement within ninety (90 days after receipt of the same, such Expense Statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such Expense Statement or any item therein or the computation of additional Rent based thereon. Notwithstanding If Tenant does object to such Expense Statement, then Landlord shall provide Tenant with reasonable verification of the foregoing, failure by Landlord figures shown on the Expense Statement and the parties shall negotiate in good faith to give such accounting by such date resolve any disputes. Any objection of Tenant to Landlord’s Expense Statement and resolution of any dispute shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit postpone the amount time for payment of any overpayment by amounts due Tenant toward the next Base Rent falling dueor Landlord based on Landlord’s Expense Statement, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord nor shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees to pay to Landlord the amount of such underpayment within thirty (30) days after Landlord's delivery of a demand therefor. If Landlord reasonably determines that an overpayment has been made by Tenant, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determination. Notwithstanding the foregoing, any failure of Landlord to accurately estimate deliver Landlord’s Expense Statement in a timely manner relieve Tenant of Tenant's Share ’s obligation to pay any amounts due Landlord based on Landlord’s Expense Statement. Notwithstanding anything herein to the contrary, Landlord shall have no right to xxxx Tenant for any additional Rent attributable to any Lease Year after the date which is eighteen (18) months after the end of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenant, shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following the expiration or earlier termination of this LeaseYear.

Annual Reconciliation. By June 30th Approximately one hundred twenty (120) days after the end of each calendar year, Calendar Year (including the first Calendar Year or as soon thereafter as reasonably possiblepartial Calendar Year), Landlord shall endeavor provide to furnish Tenant a detailed, itemized statement (the “Expense Statement”), calculated in accordance with an accounting prepared this Article 9, setting forth the total Operating Costs for such Calendar Year and Tenant’s Share thereof, and shall accompany such statement with copies of reasonable detail back-up information to verify the costs reflected thereupon and with a brief explanation of actual Operating Expenses and Tax Expensesany variances from the Annual Budget covering such period. Within thirty (30) days of Landlord's after the delivery of such accountingExpense Statement, (i) if the Expense Statement reflects that Tenant’s Share of Operating Costs for such Calendar Year exceeded the amount of estimated payments theretofore paid by Tenant for such Calendar Year in accordance with Section 9.2, above, Tenant shall pay the difference to Landlord (but such payment shall not prejudice Tenant’s right of review pursuant to the provisions of Section 9.7, below), and (ii) if the Expense Statement reflects that the amount of any underpayment. Notwithstanding the foregoingestimated payments theretofore paid by Tenant for such Calendar Year in accordance with Section 9.2, failure by Landlord to give above exceeded Tenant’s Share of Operating Costs for such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Calendar Year, Landlord shall credit pay the amount of any overpayment by Tenant toward the next Base Rent falling due, or where the Term of the Lease has expired, refund the amount of overpayment difference to Tenant. If the Term of the Lease expires prior In addition to the aforesaid annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expensesExpense Statement, and if in order to assist Tenant in making accurate forecasts of amounts that are likely to be due in any year-end Operating Expense reconciliation, Landlord determines that an underpayment is due, Tenant hereby agrees to pay to Landlord the amount provide Tenant with an unaudited, preliminary calculation of such underpayment actual Operating Expenses (and Tenant’s Share thereof) for each calendar quarter, within thirty (30) days after the end of each such quarterly period, which quarterly statement will reflect Landlord's delivery ’s good faith calculation of a demand therefor. If Landlord reasonably determines that an overpayment has been made by Tenantthe actual Operating Expenses for such quarterly period, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determination. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenant, but which shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during be binding on the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following the expiration or earlier termination of this Leaseparties.

Annual Reconciliation. By June 30th May 31st of each any calendar yearyear during the Initial Term and any Extended Term(s), or as soon thereafter as reasonably possible, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual Operating and accrued Expenses and Tax Expenses(the “Expense Statement”). Within thirty (30) days of after Landlord's ’s delivery of such accountingthe Expense Statement, Tenant shall pay to Landlord the amount of any underpaymentunderpayment for Expenses reflected on the Expense Statement. Notwithstanding the foregoing, failure by Landlord to give such accounting provide the Expenses Statement by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment by Tenant at any time; provided, however, that Tenant shall not be responsible for payment of any Operating Expense first shown on an Expense Statement more than twenty- four (24) months after the end of the applicable calendar year in which such expense was incurred, except for Tax Expenses, utility costs, or any other charges or assessments by any governmental authority or utility provider. In the event that Tenant has overpaid based on the estimates, then Landlord shall may, at its option and in its sole and absolute discretion, either credit the amount of any overpayment by Tenant toward the next Base Rent falling estimated monthly installment(s) of Expenses coming due, or where refund the amount of overpayment to Tenant within thirty (30) days thereafter, provided that if the Term of the Lease has expired, Landlord shall so refund the amount of overpayment to Tenantsuch amount. If the Term of the Lease expires prior to the annual reconciliation of expenses Expenses, Landlord shall have the right to reasonably estimate Tenant's ’s Share of such expenses, and if Expenses to that date. If Landlord determines that there has been an underpayment is dueunderpayment, and Tenant hereby agrees to pay to Landlord the amount of has not paid such underpayment within thirty (30) days after of Landlord's delivery of a demand therefor. If Landlord reasonably determines that an overpayment has been made by Tenant’s determination, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made may deduct such determinationunderpayment from Tenant’s Letter of Credit. Notwithstanding the foregoingExcept as expressly provided in this Section 4.3, failure of by Landlord to accurately estimate Tenant's ’s Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenant, expenses shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following the expiration or earlier termination of this Lease.a

Annual Reconciliation. By June 30th Landlord shall provide to Tenant within a reasonable time after the end of each calendar year (Landlord agreeing to endeavor so to do within one hundred-twenty (120) days after the end of the applicable year, provided that such shall not be a condition of Tenant’s obligations arising as a result thereof or based thereon), a detailed, itemized statement (the “Expense Statement”), calculated in accordance with Section 9.1, above, setting forth the total actual Operating Costs for such calendar year, Tenant’s Share of Operating Costs and the increase in Tenant’s Share of Operating Costs. The Expense Statement shall be certified by Landlord as soon thereafter as reasonably possible, being true and correct in all material respects. Landlord shall endeavor respond to furnish Tenant any inquiries and requests for invoices or other information with an accounting prepared with reasonable detail respect to Operating Costs within thirty (30) days of actual Operating Expenses and Tax Expensesany written request therefore by Tenant. Within thirty (30) days of Landlord's after the delivery of such accountingExpense Statement, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit shortfall in the amount of any estimated payments made to Landlord pursuant to Section 9.2 on account of Tenant’s Share of Operating Costs for such calendar year, and the actual amount shown as Tenant’s Share of Operating Costs for such calendar year. In the event the Expense Statement reflects an overpayment by Tenant toward of Tenant’s Share of Operating Costs for such year, such overpayment shall be credited against the next due Base Rent falling duehereunder, or where the Term of the except if Tenant’s Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees to pay to Landlord the amount of such underpayment within thirty (30) days after Landlord's delivery of a demand therefor. If Landlord reasonably determines that an overpayment has been made by Tenant, no longer in effect then Landlord shall refund said overpayment such amount to Tenant within thirty (30) days after Landlord has made such determinationdays. Notwithstanding the foregoing, failure of Landlord Tenant’s obligation to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenant, pay Operating Expenses shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following the survive expiration or earlier termination of this LeaseLease as to any such expenses incurred during the term hereof.

Annual Reconciliation. By June 30th Landlord shall, within one hundred twenty (120) days after the end of each calendar fiscal year, or as soon thereafter as deliver to Tenant a reasonably possibledetailed statement of the actual amount of Operating Costs for such fiscal year (“Year End Statement”). Failure of Landlord to provide the Year End Statement within the time prescribed shall not relieve Tenant from its obligations hereunder; provided, however, that if Landlord shall endeavor fail to furnish provide the Year End Statement to Tenant with an accounting prepared with reasonable detail of actual Operating Expenses and Tax Expenses. Within thirty within twelve (3012) days of Landlord's delivery of months from the date such accountingYear End Statement is due, then Tenant shall not be obligated to pay to Landlord the amount of for any underpayment. Notwithstanding the foregoing, failure Operating Costs that were under-billed by Landlord during the fiscal year to give which such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent falling due, or where the Term of the Lease has expired, refund the amount of overpayment to TenantYear End Statement applies. If the Term total of such monthly remittances on account of any fiscal year is greater than Tenant’s Share of the Lease expires prior to Operating Costs actually incurred for such fiscal year, then, provided there is no Event of Default nor any event which, with the annual reconciliation passage of expenses Landlord shall have time and/or the right to reasonably estimate Tenant's Share giving of such expenses, and if Landlord determines that notice would constitute an underpayment is dueEvent of Default, Tenant hereby agrees to pay to Landlord may credit the amount difference against the next installment of additional rent on account of Operating Costs due hereunder, except that if such underpayment within thirty (30) days difference is determined after Landlord's delivery the end of a demand therefor. If Landlord reasonably determines that an overpayment has been made by Tenantthe Term, Landlord shall refund said overpayment such difference to Tenant within thirty (30) days after such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord has made (it being understood and agreed that if Tenant cures any default prior to the expiration of the notice and/or cure periods set forth in Section 18.1 below, Tenant shall then be entitled to take such determinationcredit). Notwithstanding If the foregoing, failure total of Landlord to accurately estimate Tenant's such remittances is less than Xxxxxx’s Share of the Operating Costs actually incurred for such expenses or fiscal year, Tenant shall pay the difference to otherwise perform such reconciliation Landlord, as additional rent hereunder, within thirty (30) days of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenant, shall not constitute a waiver Xxxxxx’s receipt of Landlord's right to collect any of Tenant's underpayment at any time during the Term an invoice therefor. Xxxxxxxx’s estimate of the Lease during Operating Costs for the one (1) next fiscal year period following shall be based upon the last day of Operating Costs actually incurred for the period to which such underpayment relates or at any time during prior fiscal year as reflected in the one (1) year period following the expiration or earlier termination of this LeaseYear-End Statement plus a reasonable adjustment based upon estimated increases in Operating Costs.

Annual Reconciliation. By June 30th Landlord shall, within one hundred twenty (120) days after the end of each calendar fiscal year, or as soon thereafter as deliver to Tenant a reasonably possibledetailed statement of the actual amount of Operating Costs for such fiscal year (“Year End Statement”). Failure of Landlord to provide the Year End Statement within the time prescribed shall not relieve Tenant from its obligations hereunder, provided, however, Landlord shall endeavor be deemed to furnish have waived any costs actually incurred but not billed to Tenant with an accounting prepared with reasonable detail of actual Operating Expenses and Tax Expenses. Within thirty within two (302) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord years after the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent falling due, or where the Term end of the Lease has expired, refund the amount of overpayment to Tenantfiscal year in which such cost was incurred by Landlord. If the Term total of such monthly remittances on account of any fiscal year is greater than Tenant’s Share of Operating Costs actually incurred for such fiscal year, then, provided no Event of Default nor any event which, with the passage of time and/or the giving of notice would constitute an Event of Default, is then continuing (it being understood and agreed that if Tenant cures any default(s) within the applicable cure period(s) provided in Section 20 below, then Tenant shall thereafter be entitled to take such credit), Tenant may credit the difference against the next installment(s) of Additional Rent on account of Operating Costs due hereunder, except that if such difference is determined after the end of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees to pay to Landlord the amount of such underpayment within thirty (30) days after Landlord's delivery of a demand therefor. If Landlord reasonably determines that an overpayment has been made by TenantTerm, Landlord shall refund said overpayment such difference to Tenant within thirty (30) days after Landlord has made such determinationdetermination to the extent that such difference exceeds any amounts then due from Tenant to Landlord. Notwithstanding If the foregoing, failure total of Landlord to accurately estimate Tenant's such remittances is less than Xxxxxx’s Share of Operating Costs actually incurred for such expenses or fiscal year, Tenant shall pay the difference to otherwise perform such reconciliation of expensesLandlord, including without limitationas Additional Rent hereunder, Landlord's failure to make a written demand for any underpayment from Tenant, shall not constitute a waiver of Landlord's right to collect any within thirty (30) days of Tenant's underpayment at any time during ’s receipt of an invoice therefor. Xxxxxxxx’s estimate of Operating Costs for the Term next fiscal year shall be based upon the Operating Costs actually incurred for the prior fiscal year as reflected in the Year-End Statement plus a reasonable adjustment based upon estimated increases in Operating Costs, if any. The provisions of the Lease during the one (1this Section 5.2(d) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following shall survive the expiration or earlier termination of this Lease.

Annual Reconciliation. By June 30th of each calendar year, or as soon thereafter as reasonably possible, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual Operating Expenses and Tax Expenses. Within thirty (30) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent estimated monthly installment(s) falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees that Landlord shall be entitled to pay to Landlord the amount of deduct such underpayment within thirty (30) days after Landlordfrom Tenant's delivery of a demand thereforSecurity Deposit. If Landlord reasonably determines that an overpayment has been made by Tenant, Landlord shall refund said overpayment to Tenant within thirty (3060) sixty days after Landlord has made such determinationfollowing the termination of the Lease. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for deduct any portion of any underpayment from Tenant's Security Deposit, shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one within eighteen (118) year period following months after the expiration or earlier termination of this Lease.

Annual Reconciliation. By June 30th of each calendar year, or as soon thereafter as reasonably possible, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual and accrued Operating Expenses and Tax Expenses. Tenant shall have the right to request in writing that Landlord make available at Landlord’s offices during ordinary business hours such supporting information reasonably requested by Tenant. Within thirty (30) days of Landlord's ’s delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment by Tenant at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent estimated monthly installment(s) falling due, or where the Term of the Lease has expired, refund the amount of overpayment to TenantTenant as soon as possible thereafter. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's ’s Share of such expenses, and if Landlord determines that there has been an underpayment is dueunderpayment, Tenant hereby agrees to pay to Landlord the amount of may deduct such underpayment within thirty (30) days after Landlord's delivery of a demand thereforfrom Tenant’s Security Deposit. If Failure by Landlord reasonably determines that an overpayment has been made by Tenant, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determination. Notwithstanding the foregoing, failure of Landlord to accurately toaccurately estimate Tenant's ’s Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenant, expenses shall not constitute a waiver of Landlord's ’s right to collect any of Tenant's ’s underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following after the expiration or earlier termination of this Lease. Landlord shall not have the right to collect any underpayment by Tenant or seek additional monies from Tenant due to Landlord’s failure to reconcile timely Operating Expenses and Tax Expenses at any time after one (1) year following the end of the calendar year in which such Operating Expense or Tax Expense was incurred.

Annual Reconciliation. By June 30th Within 120 days after the end of each calendar year, or as soon thereafter as reasonably possibleLandlord shall provide to Tenant a written summary of the Operating Costs for the calendar year, determined on an accrual basis and broken down by principal categories of expense, together with copies of all supporting invoices. The statement also shall set forth Tenant’s Proportionate Share of Operating Costs and shall show the amounts paid by Tenant on account. Any deficit between Tenant’s obligation and the amounts paid by Tenant on account shall be paid within thirty days after the statement is provided, and any overpayment shall be refunded by Landlord with the statement. Late delivery of the annual statement of Operating Costs shall not relieve Tenant of any obligation with respect to payment of Tenant’s Proportionate Share of the Operating Costs, provided that such delay does not exceed six months. For at least six months after the end of each calendar year, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual maintain complete and accurate books and records regarding the Operating Expenses Costs for such calendar year. Such books and Tax Expenses. Within thirty (30) days of Landlord's delivery of such accounting, Tenant records shall pay to Landlord be kept at a location in the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent falling due, or where the Term of the Lease has expired, refund the amount of overpayment continental United States known to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord , and Tenant or its auditors shall have the right right, upon ten days prior written notice, to reasonably estimate inspect, copy at Tenant's Share of such expenses’s expense, and if Landlord determines that an underpayment is due, Tenant hereby agrees to pay to Landlord the amount of audit such underpayment within thirty (30) days after Landlord's delivery of a demand therefor. If Landlord reasonably determines that an overpayment has been made by Tenant, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determination. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenant, shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment books and records at any time during normal business hours and in a manner that does not unreasonably disturb Landlord’s operations. Any overpayment or underpayment discovered in such audit shall be paid by the Term applicable party within thirty days after delivery of the Lease during the one (1) year period following the last day written report of the period auditor to which Landlord. Any overpayment or underpayment discovered in such underpayment relates audit shall be paid by the applicable party within thirty days after delivery of the written report of the auditor to Landlord. In each event, the audit must be performed by a CPA or other accounting professional with at any time during least five years experience performing similar audits and such accounting professional shall not be paid upon a contingent fee basis or other method that compensates such accounting professional based upon the one (1) year period following amount of discrepancies discovered. If the expiration or earlier termination audit shows that Landlord overstated the actual amount of this LeaseOperating Costs by more than five percent, Landlord shall pay Tenant the cost of the audit.

Annual Reconciliation. By June 30th Participation Rent shall be adjusted through an annual reconciliation at the end of each calendar year, or as soon thereafter as reasonably possible, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual Operating Expenses Lease Year and Tax Expenses. Within thirty (30) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees to pay to Landlord the amount of such underpayment within thirty (30) days after Landlord's delivery of a demand therefor. If Landlord reasonably determines that an overpayment has been made by Tenant, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determination. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenant, shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following the expiration or earlier termination of the Term. Within ninety (90) days after the end of each Lease Year and the expiration or earlier termination of the Term, Tenant shall deliver to Landlord audited supplementary schedules for such Lease Year, which shall be prepared at Tenant’s sole cost and expense by a certified public accounting firm reasonably approved by Landlord, prepared in accordance with GAAP and showing all of the matters required in each Participation Rent Statement (“Annual Reconciliation Statement”), except that each Annual Reconciliation Statement shall be based on the entire Lease Year (or applicable portion thereof), broken down on a monthly basis, instead of a quarterly basis. Each Annual Reconciliation Statement also shall indicate the amount of any overpayment or underpayment of Participation Rent for such Lease Year resulting from the accounting firm audit. Each Annual Reconciliation Statement shall be in reasonable detail sufficient for such accounting firm to issue an auditor’s statement that such Annual Reconciliation Statement and supplementary schedules fairly and accurately reflect the terms and provisions of this Lease., which auditor’s statement shall be provided to Landlord in writing with the Annual Reconciliation Statement. Tenant shall accompany the Annual Reconciliation Statement with the full amount of any underpayment of Participation Rent, together with interest thereon at the Default Rate from the date such underpaid Participation Rent was due and payable hereunder. At Landlord’s option, any overpayments of Participation Rent may be either refunded to Tenant, applied to any other amounts then due and unpaid, or applied to Base Rent due at the first opportunity during the new Lease Year after Landlord’s receipt and review of the Annual Reconciliation Statement. An Annual Reconciliation Statement shall be deemed accurate and complete if not challenged within three

Annual Reconciliation. By June 30th of each calendar yearyear following the calendar year in which this Lease is executed, or as soon thereafter as reasonably possible, but in no event later than September 30th of each calendar year, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual Operating Expenses and Tax Expenses, together with copies of actual property tax bills and either a copy of Landlord's general ledger for pertinent Operating Expense accounts, or copies of actual invoices, the choice of which is at Landlord's sole discretion, if Tenant so requests. Within thirty (30) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment within two (2) years after Landlord's delivery of such accounting, with the exception of supplemental taxes, for which Landlord may collect any such underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent estimated monthly installment(s) falling due, or where the Term of the Lease has expired, refund the amount of overpayment to TenantTenant within ninety (90) days of such accounting. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees that Landlord shall be entitled to pay to Landlord the amount of deduct such underpayment within thirty (30) days after Landlordfrom Tenant's delivery of a demand thereforDamage Deposit. If Landlord reasonably determines that an overpayment has been made by Tenant, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determinationas soon as practicable thereafter. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for deduct any portion of any underpayment from Tenant's Damage Deposit, shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term within three (3) years of the Lease during the one (1) year period following the last day date of Landlord's delivery of the period to which such underpayment relates or at any time during the one (1) year period following then applicable accounting after the expiration or earlier termination of this Lease.

Annual Reconciliation. By June 30th of each calendar year, or as soon thereafter as reasonably possible, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual and accrued Operating Expenses and Tax Expenses. Within thirty (30) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing; provided, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment by Tenant at any time. Within thirty (30) days of Landlord’s delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent estimated monthly installment(s) falling due, or where if the Term of the Lease has expired, refund the amount of overpayment to TenantTenant as soon as possible thereafter, not to exceed thirty (30) days after the date of the accounting. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's ’s Share of such expenses, and deduct any underpayment from Tenant’s Security Deposit; provided that if Landlord determines that an underpayment is due, Tenant hereby agrees to pay to Landlord the amount of Landlord’s final accounting for such underpayment within thirty (30) days after Landlord's delivery of a demand therefor. If Landlord reasonably determines that year shows an overpayment has been made by Tenant, Landlord shall promptly refund said the such overpayment to Tenant within thirty (30) days after Landlord has made such determinationTenant. Notwithstanding the foregoing, failure of Failure by Landlord to accurately estimate Tenant's ’s Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenant, shall not constitute a waiver of Landlord's ’s right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following after the expiration or earlier termination of this Lease, provided, however, that Landlord shall not be able to collect any underpayment if Landlord fails to submit an accounting for any calendar year during the Term within twenty-four (24) months after the last day of such calendar year.

Annual Reconciliation. By June 30th Within 180 days after the end of each calendar year, year or as soon thereafter as reasonably possiblepossible thereafter, Landlord shall endeavor to furnish send Tenant with an accounting prepared with reasonable detail annual statement of the actual Operating Expenses and Tax ExpensesTaxes for the preceding calendar year (the “Annual Statement”). Within thirty (30) days Xxxxxxxx’s failure to render an Annual Statement for any calendar year shall not prejudice Landlord’s right to issue an Annual Statement with respect to that calendar year or any subsequent calendar year, nor shall Landlord’s rendering of an incorrect Annual Statement prejudice Landlord's delivery of such accounting’s right subsequently to issue a corrected Annual Statement. Pursuant to the Annual Statement, Tenant shall pay to Landlord Additional Rent as owed within thirty days after Xxxxxx’s receipt of the Annual Statement, or Landlord shall adjust Tenant’s Rent payments if Landlord owes Tenant a credit. After the Expiration Date or earlier termination date of the Lease, Landlord shall send Tenant the final Annual Statement for the Term, and Tenant shall pay to Landlord Additional Rent as owed within thirty days after Xxxxxx’s receipt of the Annual Statement, or, if Landlord owes Tenant a credit, then Landlord shall pay Tenant a refund. This obligation shall survive termination of the Lease. If this Lease expires or terminates on a day other than December 31, then Additional Rent shall be prorated on a 365-day calendar year (or 366 if a leap year). If there is a decrease in Operating Expenses in any subsequent year below Operating Expenses for the Base Year, then no Additional Rent shall be due on account of Operating Expenses; provided, however, Tenant shall not be entitled to any credit, refund or other payment that would reduce the amount of Tenant’s Proportionate Share of Taxes or other Additional Rent or Base Rent owed by Tenant. Likewise, if there is a decrease in Taxes in any underpayment. Notwithstanding subsequent year below Taxes for the foregoingBase Year, failure by Landlord to give such accounting by such date then no Additional Rent shall be due on account of Taxes; provided, however, Tenant shall not constitute a waiver by Landlord of its right be entitled to collect any of Tenant's underpayment at any time. Landlord shall credit credit, refund or other payment that would reduce the amount of any overpayment by Tenant toward the next Tenant’s Proportionate Share of Operating Expenses or other Additional Rent or Base Rent falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees to pay to Landlord the amount of such underpayment within thirty (30) days after Landlord's delivery of a demand therefor. If Landlord reasonably determines that an overpayment has been made owed by Tenant, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determination. Notwithstanding the foregoing, failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenant, shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following the expiration or earlier termination of this Lease.

Annual Reconciliation. By June 30th of each calendar yearyear in which Tenant is obligated for Tenant’s Share of Expenses, or as soon thereafter as reasonably possible, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual and accrued Operating Expenses and Tax ExpensesExpenses for the prior calendar year. Within thirty (30) days of Landlord's ’s delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment by Tenant at any time. Landlord shall may, at its option and in its sole and absolute discretion, either credit the amount of any overpayment by Tenant toward the next Base Rent estimated monthly installment(s) falling due, or where the Term of the Lease has expired, refund the amount of overpayment to TenantTenant within thirty (30) days thereafter. If the Term of the Lease expires prior to the annual reconciliation of expenses Expenses Landlord shall have the right to reasonably estimate Tenant's ’s Share of such expensesExpenses, and (a) if Landlord determines that there has been an underpayment is dueunderpayment, Tenant hereby agrees to pay to Landlord the amount of may deduct such underpayment within thirty from Tenant’s Security Deposit, and (30b) days after Landlord's delivery of a demand therefor. If if Landlord reasonably determines that an overpayment there has been made by Tenantan overpayment, Landlord shall refund said the amount of the overpayment to Tenant within thirty (30) days after Landlord has made such determinationthe expirations of the Term. Notwithstanding the foregoing, failure of Failure by Landlord to accurately estimate Tenant's ’s Share of such expenses Expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenant, expenses shall not constitute a waiver of Landlord's ’s right to collect any of Tenant's ’s underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following after the expiration or earlier termination of this Lease.

Annual Reconciliation. By June 30th After the later of: (i) the end of each a calendar year for Building Expenses and (ii) Sublandlord’s receipt of the real estate tax bill for the particular reconciliation period for Real Estate Taxes, Sublandlord shall deliver to Subtenant a statement of amounts of Building Expenses and Real Estate Taxes paid for that calendar year (the “Reconciliation”). Unless Subtenant objects to the Reconciliation (as set forth in this paragraph), if the Reconciliation shows that Subtenant owes more than the estimated payments made by Subtenant for the calendar year, or as soon thereafter as reasonably possible, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual Operating Expenses and Tax Expenses. Within thirty (30) days of Landlord's delivery of such accounting, Tenant Subtenant shall pay the deficiency to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees to pay to Landlord the amount of such underpayment Sublandlord within thirty (30) days after Landlord's delivery of a demand thereforthe Reconciliation. If Landlord reasonably determines that an overpayment the total of the estimated monthly installments paid by Subtenant during any calendar year exceeds the actual amounts due from Subtenant for the calendar year and if Subtenant is not in default hereunder, then Sublandlord shall credit the excess amount towards the next payments of Rent due from Subtenant under this Sublease, or if the Term has been made by Tenantexpired, Landlord Sublandlord shall refund said overpayment pay the excess amount to Tenant Subtenant within thirty ten (3010) business days. If Subtenant does not notify Sublandlord in writing of any objection to a Reconciliation within one hundred twenty (120) days after Landlord has made the delivery thereof (the “Review Period”), such determinationReconciliation shall be conclusively binding upon Subtenant. Notwithstanding During the foregoingReview Period Subtenant may, failure upon reasonable prior notice, during business hours examine in the office of Landlord Sublandlord’s Agent Sxxxxxxxxxx’s books and records respecting Real Estate Taxes and Building Expenses relating to accurately estimate Tenant's Share of such expenses or the Reconciliation. During the sixty (60) day following the Review Period (the “Objection Period”), Sublandlord and Subtenant shall work diligently to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure reach an agreement with respect to make a written demand for any underpayment from Tenant, shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time items disputed by Subtenant during the Term of the Lease during the one (1) year period following the last day of the period to which Review Period, any such underpayment relates or at any time during the one (1) year period following the expiration or earlier termination of this Leaseresolution shall be binding on Sublandlord and Subtenant.

Annual Reconciliation. By June April 30th of each calendar year, or as soon thereafter as reasonably possible, possible Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail of actual Operating Expenses, Tax Expenses and Tax ExpensesAdministrative Expenses incurred by Landlord during the preceding calendar year. Within thirty (30) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord the amount of any underpaymentunderpayment (subject to the one hundred ten percent (110%) limitation set forth in Section 6.4 above). Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any of Tenant's underpayment at any timeby Tenant for a two (2) year period after the calendar year in which such underpayment occurred. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent estimated monthly installment(s) falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees to pay to Landlord the amount of such underpayment within thirty (30) days after Landlord's delivery of a demand therefordays. If Landlord reasonably determines that an overpayment has been made by Tenant, Landlord shall refund said overpayment to Tenant within thirty (30) days after Landlord has made such determinationas soon as practicable thereafter. Notwithstanding the foregoing, subject to the foregoing two (2) year period failure of Landlord to accurately estimate Tenant's Share of such expenses or to otherwise perform such reconciliation of expenses, including without limitation, Landlord's failure to make a written demand for any underpayment from Tenant, shall not constitute a waiver of Landlord's right to collect any of Tenant's underpayment at any time during the Term of the Lease during the one (1) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following after the expiration or earlier termination of this Lease.

Annual Reconciliation. By June 30th Landlord shall, within one hundred twenty (120) days after the end of each calendar fiscal year, or as soon thereafter as deliver to Tenant a reasonably possible, Landlord shall endeavor to furnish Tenant with an accounting prepared with reasonable detail detailed statement of the actual Operating Expenses and Tax Expenses. Within thirty (30) days of Landlord's delivery of such accounting, Tenant shall pay to Landlord the amount of any underpaymentOperating Costs for such fiscal year (“Year End Statement”). Notwithstanding the foregoing, failure by Failure of Landlord to give such accounting by such date provide the Year End Statement within the time prescribed shall not constitute a waiver by Landlord of relieve Tenant from its right to collect any of Tenant's underpayment at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next Base Rent falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenantobligations hereunder. If the Term total of such monthly remittances on account of any fiscal year is greater than Tenant’s Share of Operating Costs actually incurred for such fiscal year, then, provided no Event of Default has occurred nor any event which, with the passage of time and/or the giving of notice would constitute an Event of Default, Tenant may credit the difference against the next installment of additional rent on account of Operating Costs due hereunder (it being understood that if Tenant shall cure any such default within applicable notice and/or cure periods provided in Section 20.1 below, then Tenant shall thereafter be entitled to take such credit), except that if such difference is determined after the end of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate Tenant's Share of such expenses, and if Landlord determines that an underpayment is due, Tenant hereby agrees to pay to Landlord the amount of such underpayment within thirty (30) days after Landlord's delivery of a demand therefor. If Landlord reasonably determines that an overpayment has been made by TenantTerm, Landlord shall refund said overpayment such difference to Tenant within thirty (30) days after Landlord has made such determinationdetermination to the extent that such difference exceeds any amounts then due from Tenant to Landlord. Notwithstanding If the foregoing, failure total of Landlord to accurately estimate Tenant's such remittances is less than Xxxxxx’s Share of Operating Costs actually incurred for such expenses or fiscal year, Tenant shall pay the difference to otherwise perform such reconciliation of expensesLandlord, including without limitationas additional rent hereunder, Landlord's failure to make a written demand for any underpayment from Tenant, shall not constitute a waiver of Landlord's right to collect any within thirty (30) days of Tenant's underpayment at any time during ’s receipt of an invoice therefor. Xxxxxxxx’s estimate of Operating Costs for the Term next fiscal year shall be based upon the Operating Costs actually incurred for the prior fiscal year as reflected in the Year-End Statement plus a reasonable adjustment based upon estimated increases in Operating Costs. The provisions of the Lease during the one (1this Section 5.2(d) year period following the last day of the period to which such underpayment relates or at any time during the one (1) year period following shall survive the expiration or earlier termination of this Lease.