Common use of Base Rent Adjustment Clause in Contracts

Base Rent Adjustment. The Base Rent payable hereunder shall be adjusted upward from time to time in accordance with the following provisions: (a) Tenant shall pay to Landlord as an adjustment to Rent, an amount equal to the excess (the “Excess”) from time to time of total annual Operating Expenses per square foot of Rentable Area of the Premises, as Grossed-Up, over and above the Expense Stop. The Excess shall be obtained by multiplying (i) the difference between the annual Operating Expense per square foot of Rentable Area in the Premises and the Expense Stop, by (ii) the total Rentable Area of the Premises as set forth in Section 1.15. Such amount shall be paid in advance in monthly installments on the same dates as Base Rent is due and payable hereunder based on Landlord’s notice delivered to Tenant from time to time setting forth Landlord’s good faith estimate of the Operating Expenses for the current calendar year. Landlord shall have the right to adjust such amount no more than once a year to reflect any changes in Landlord’s estimate of Operating Expenses. (b) By April 1 of each calendar year during the Lease Term, or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement (“Actual Statement”) of Landlord’s annual Operating Expenses, as Grossed-Up, for the previous calendar year. If for any calendar year the amounts collected from Tenant for the prior year, as a result of Landlord’s estimate of Operating Expenses, exceeds the amount of the Excess actually due during such prior year, then Landlord shall refund to Tenant any overpayment (or at Landlord’s option, apply such amount against Rent due or to become due hereunder). Likewise, Tenant shall pay to Landlord, on demand, any underpayment with respect to the prior year. (c) In the event of any good faith dispute as to the amount of the Excess as set forth in the statement of actual Operating Expenses, Tenant shall have the right, no more frequently than once per calendar year, after reasonable notice to Landlord and at reasonable times, to inspect and photocopy Landlord’s Operating Expenses records at Landlord’s offices. If, after such inspection and photocopy, Tenant continues, in good faith, to dispute the amount of the Excess as set forth in said statement, Tenant shall be entitled not later than one (1) year following Tenant’s receipt of an Actual Statement to retain a national, independent, certified public accountant who is not contracted on a contingency fee basis and is mutually acceptable to Landlord and Tenant to audit Landlord’s Operating Expenses records with respect to the calendar year covered by Actual Statement to determine the proper amount of the Excess. Landlord shall be entitled to review the results of such audit promptly after completion of same. If such audit proves that Landlord has overcharged Tenant, then within fifteen (15) days after the results of the audit are made available to Landlord, Landlord shall credit Tenant the amount of such overcharge toward the payments of Base Rent and Additional Rent next coming due under this Lease. If the results of such audit prove that Landlord has undercharged Tenant, then within fifteen (15) days after the results of the audit are made available to Tenant, Tenant shall pay to Landlord the amount of any such undercharge. Tenant agrees to pay the cost of such audit, provided that Landlord shall reimburse Tenant the amount of such cost if the results of such audit prove that Landlord’s determination of the Excess (as set forth in the Actual Statement) was in error by more than six percent (6%). If Tenant does not request an audit in accordance with the provisions of this Section 6(c) within one (1) year after Tenant’s receipt of an Actual Statement, such Actual Statement shall be conclusively binding upon Tenant. Landlord shall be required to maintain records of all Operating Expenses for three (3) years following the issuance of the Operating Expense statement for such Operating Expenses. The payment by Tenant of any amounts pursuant to this Article shall not preclude Tenant from questioning the correctness of any such statement.

Base Rent Adjustment. The Base Rent payable hereunder shall be adjusted upward from time to time in accordance with "BASE RENT ADJUSTMENT" for each calendar year will equal the following provisions: product of (a) Tenant shall pay to Landlord as an adjustment to Rent, an amount equal to the excess (the “Excess”) from time to time of total annual Operating Expenses per square foot of Net Rentable Area of the Premises, as Grossed-Up, over and above times (b) a rate per annum per square foot of Net Rentable Area equal to the Expense Stop. The Excess shall be obtained by multiplying sum of (i) the difference between excess, if any, of the annual rate of Operating Expense Costs per square foot of Net Rentable Area in the Premises and Building for the Expense Stopapplicable calendar year over the Operating Costs Base Rate, by (ii) the total excess, if any, of the rate of Tax Costs per square foot of Net Rentable Area in the Building for the applicable calendar year over the Tax Costs Base Rate, and (iii) the excess, if any, of the rate of Utilities Costs per square foot of Net Rentable Area in the Building for the applicable calendar year over the Utilities Costs Base Rate. Effective on any change in the Net Rentable Area of the Premises as set forth or the Building in Section 1.15. Such amount shall be paid in advance in monthly installments on accordance with this Lease, the same dates as calculation of the Base Rent is due and payable hereunder based on Landlord’s notice delivered Adjustment will change accordingly. The Base Rent Adjustment will never lower Base Rent below the amount specified in the Basic Lease Information. Prior to Tenant from time to time setting forth Landlord’s good faith estimate of the Operating Expenses for the current calendar year. Landlord shall have the right to adjust such amount no more than once a year to reflect any changes in Landlord’s estimate of Operating Expenses. (b) By April January 1 of each calendar year during after the Lease TermBase Year (or as soon thereafter as reasonably practical), Landlord will provide an estimate of the Base Rent Adjustment for the forthcoming calendar year, and the Monthly Rent Installments due thereafter will be adjusted to reflect the Base Rent Adjustment so estimated by Landlord. By June 1 of each calendar year, or as soon thereafter as practicablereasonably practical, Landlord shall will furnish to Tenant a statement (“Actual Statement”the "ANNUAL STATEMENT") showing in reasonable detail the calculation of Landlord’s annual Operating Expenses, as Grossed-Up, the Base Rent Adjustment for the previous immediately preceding calendar yearyear and comparing the actual Base Rent Adjustment to the estimated Base Rent Adjustment actually paid by Tenant. If the estimated Base Rent Adjustment paid is less than the actual Base Rent Adjustment reflected on the Annual Statement, Tenant must pay Landlord the amount of the deficit in a lump sum no later than thirty (30) days after receipt of the Annual Statement. If the estimated Base Rent Adjustment paid is greater than the actual Base Rent Adjustment reflected on the Annual Statement, Landlord will allow Tenant equal monthly credits against the Monthly Rent Installments due for the remainder of the then current calendar year in an aggregate amount equal to the surplus, or if Landlord so chooses, Landlord will pay Tenant the amount of the surplus in a lump sum within thirty (30) days after delivery of the Annual Statement. In calculating any surplus or deficit owed for any calendar year in which the amounts collected from Tenant for Term expires, the prior year, as a result of Landlord’s estimate of Operating Expenses, exceeds the amount of the Excess actually due during such prior year, then Landlord shall refund to Tenant any overpayment (or at Landlord’s option, apply such amount against Base Rent due or to become due hereunder). Likewise, Tenant shall pay to Landlord, on demand, any underpayment with respect Adjustment will be prorated in proportion to the prior number of days elapsed during the Term in that calendar year. (c) In the event of any good faith dispute as to the amount of the Excess as set forth in the statement of actual Operating Expenses, Tenant shall have the right, no more frequently than once per calendar year, after reasonable notice to Landlord and at reasonable times, to inspect and photocopy Landlord’s Operating Expenses records at Landlord’s offices. If, after such inspection and photocopy, Tenant continues, in good faith, to dispute the amount of the Excess as set forth in said statement, Tenant shall be entitled not later than one (1) year following Tenant’s receipt of an Actual Statement to retain a national, independent, certified public accountant who is not contracted on a contingency fee basis and is mutually acceptable to Landlord and Tenant to audit Landlord’s Operating Expenses records with respect to the calendar year covered by Actual Statement to determine the proper amount of the Excess. Landlord shall be entitled to review the results of such audit promptly after completion of same. If such audit proves that Landlord has overcharged Tenant, then within fifteen (15) days after the results of the audit are made available to Landlord, Landlord shall credit Tenant the amount of such overcharge toward the payments of Base Rent and Additional Rent next coming due under this Lease. If the results of such audit prove that Landlord has undercharged Tenant, then within fifteen (15) days after the results of the audit are made available to Tenant, Tenant shall pay to Landlord the amount of any such undercharge. Tenant agrees to pay the cost of such audit, provided that Landlord shall reimburse Tenant the amount of such cost if the results of such audit prove that Landlord’s determination of the Excess (as set forth in the Actual Statement) was in error by more than six percent (6%). If Tenant does not request an audit in accordance with the provisions of this Section 6(c) within one (1) year after Tenant’s receipt of an Actual Statement, such Actual Statement shall be conclusively binding upon Tenant. Landlord shall be required to maintain records of all Operating Expenses for three (3) years following the issuance of the Operating Expense statement for such Operating Expenses. The payment by Tenant of any amounts pursuant to this Article shall not preclude Tenant from questioning the correctness of any such statement.

Base Rent Adjustment. The Landlord shall, within one hundred twenty (120) days after the end of each Operating Period, furnish Tenant with a statement of the Operating Expenses during such year and a computation of the Base Rent payable hereunder Adjustment (“Expense Statement”). Failure of Landlord to provide such statement within such time period shall not be adjusted upward from time a waiver of Landlord’s right to time in accordance with collect any Base Rent Adjustment. If such statement shows that the following provisions: (a) actual amount Tenant owes is more than the estimated Base Rent Adjustment paid by Tenant, Tenant shall pay the difference within fifteen (15) days after Tenant’s receipt of the Expense Statement. If the Expense Statement shows that Tenant paid more than the actual amount owed Tenant shall receive a credit therefor, or if this Lease has expired, such amount shall refunded to Landlord as an adjustment Tenant. Any credit shall be applied to Rent, an amount equal future monthly payments attributable to the excess (Base Rent Adjustment. Unless adjusted as a result of an audit by Tenant conducted pursuant to the “Excess”) from time to time express terms of total annual this Lease, the Operating Expenses per square foot of Rentable Area of the Premises, as Grossed-Up, over and above the Expense Stop. The Excess shall be obtained by multiplying (i) the difference between the annual Operating Expense per square foot of Rentable Area in the Premises and the Expense Stop, by (ii) the total Rentable Area of the Premises as Base Rent Adjustment set forth in Section 1.15. Such amount the Expense Statement shall be paid binding upon Tenant. Provided, however, that in advance in monthly installments the event that the Term of this Lease expires, or is terminated pursuant to the terms of this Lease, on a date other than December 31, then, at the same dates as Base Rent is due and payable hereunder based option of Landlord, Landlord may, either prior to the date on Landlord’s notice delivered which the Term expires, or within thirty (30) days thereafter, elect to provide Tenant from time to time setting forth Landlord’s good faith with a revised estimate of the Operating Expenses for the current calendar year. Landlord shall have Operating Period in which such expiration or termination date occurs and the right to adjust such amount no more than once a year to reflect any changes in Landlord’s estimate of Operating Expenses. (b) By April 1 of each calendar year during the Lease Term, or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement (“Actual Statement”) of Landlord’s annual Operating Expenses, as Grossed-Up, for the previous calendar year. If for any calendar year the amounts collected Base Rent Adjustment that will be due from Tenant for such Operating Period, which estimated Base Rent Adjustment shall be prorated to reflect the prior year, as a result portion of Landlord’s estimate of such Operating Expenses, exceeds Period that is contained within the amount Term of the Excess actually due during Lease (the “Final Estimated Base Rent Adjustment”). In the event that Landlord elects to deliver such prior yearFinal Estimated Base Rent Adjustment to Tenant, then Landlord shall refund to Tenant any overpayment (or at Landlord’s option, apply such amount against Rent due or to become due hereunder). Likewise, i) Tenant shall pay to Landlord, on demand, any underpayment with respect to the prior year. (c) In the event of any good faith dispute as to the amount of the Excess as set forth prorated Base Rent Adjustment reflected in the statement of actual Operating Expenses, Tenant shall have the right, no more frequently than once per calendar year, after reasonable notice to Landlord and at reasonable times, to inspect and photocopy Landlord’s Operating Expenses records at Landlord’s offices. If, after such inspection and photocopy, Tenant continues, in good faith, to dispute the amount of the Excess as set forth in said statement, Tenant shall be entitled not later than one (1) year following Tenant’s receipt of an Actual Statement to retain a national, independent, certified public accountant who is not contracted on a contingency fee basis and is mutually acceptable to Landlord and Tenant to audit Landlord’s Operating Expenses records with respect to the calendar year covered by Actual Statement to determine the proper amount of the Excess. Landlord shall be entitled to review the results of such audit promptly after completion of same. If such audit proves that Landlord has overcharged Tenant, then Final Estimated Base Rent Adjustment within fifteen (15) days after Tenant’s receipt of such estimate; (ii) the results estimated amount of the audit are made available to Landlord, Base Rent Adjustment for the final Operating Period shall be binding upon Landlord and Tenant; and (iii) Landlord shall credit not thereafter seek from Tenant the amount of such overcharge toward the payments of any additional Base Rent and Additional Adjustment if the actual Operating Expenses for such Operating Period are greater than those reflected in the Final Estimated Base Rent next coming due under this LeaseAdjustment, nor shall Landlord have any obligation to refund to Tenant any excess funds paid by Tenant to Landlord should the actual Operating Expenses for such Operating Period be less than those reflected in the Final Estimated Base Rent Adjustment. If In the results of such audit prove event that Landlord has undercharged Tenantelects not to provide Tenant with a Final Estimated Base Rent Adjustment, then it shall be presumed that Landlord will provide Tenant with an Expense Statement within one hundred twenty (120) days after the end of the final Operating Period contained in the Term, as provided above, and the Base Rent Adjustment shown in such Expense Statement shall be due from Tenant to Landlord within fifteen (15) days after the results of the audit are made available to Tenant, Tenant shall pay to Landlord the amount of any such undercharge. Tenant agrees to pay the cost of such audit, provided that Landlord shall reimburse Tenant the amount of such cost if the results of such audit prove that Landlord’s determination of the Excess (as set forth in the Actual Statement) was in error by more than six percent (6%). If Tenant does not request an audit in accordance with the provisions of this Section 6(c) within one (1) year after Tenant’s receipt of an Actual Statement, such Actual Statement shall be conclusively binding upon Tenant. Landlord shall be required to maintain records of all Operating Expenses for three (3) years following the issuance of the Operating Expense statement for such Operating Expenses. The payment by Tenant of any amounts pursuant to this Article shall not preclude Tenant from questioning the correctness of any such statement.

Base Rent Adjustment. The Landlord shall, within one hundred twenty (120) days after the end of each Operating Period, furnish Tenant with a statement of the Operating Expenses during such year and a computation of the Base Rent payable hereunder Adjustment (“Expense Statement”). Failure of Landlord to provide such statement within such time period shall not be adjusted upward from time a waiver of Landlord's right to time in accordance with collect any Base Rent Adjustment. If such statement shows that the following provisions: (a) actual amount Tenant owes is more than the estimated Base Rent Adjustment paid by Tenant, Tenant shall pay the difference within fifteen (15) days after Tenant's receipt of the Expense Statement. If the Expense Statement shows that Tenant paid more than the actual amount owed, Tenant shall receive a credit therefor. The credit shall be applied to Landlord as an adjustment to Rent, an amount equal future monthly payments attributable to the excess (Base Rent Adjustment, or if this Service Agreement has expired, such amount shall be refunded to Tenant. Unless adjusted as a result of an audit by Tenant conducted pursuant to the “Excess”) from time to time express terms of total annual this Service Agreement, the Operating Expenses per square foot of Rentable Area of the Premises, as Grossed-Up, over and above the Expense Stop. The Excess shall be obtained by multiplying (i) the difference between the annual Operating Expense per square foot of Rentable Area in the Premises and the Expense Stop, by (ii) the total Rentable Area of the Premises as Base Rent Adjustment set forth in Section 1.15. Such amount the Expense Statement shall be paid binding upon Tenant. Provided, however, that in advance in monthly installments the event that the Term of this Service Agreement expires, or is terminated pursuant to the terms of this Service Agreement, on a date other than December 31, then, at the same dates as Base Rent is due and payable hereunder based option of Landlord, Landlord may, either prior to the date on Landlord’s notice delivered which the Term expires, or within thirty (30) days thereafter, elect to provide Tenant from time to time setting forth Landlord’s good faith with a revised estimate of the Operating Expenses for the current calendar year. Landlord shall have Operating Period in which such expiration or termination date occurs and the right to adjust such amount no more than once a year to reflect any changes in Landlord’s estimate of Operating Expenses. (b) By April 1 of each calendar year during the Lease Term, or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement (“Actual Statement”) of Landlord’s annual Operating Expenses, as Grossed-Up, for the previous calendar year. If for any calendar year the amounts collected Base Rent Adjustment that will be due from Tenant for such Operating Period, which estimated Base Rent Adjustment shall be prorated to reflect the prior year, as a result portion of Landlord’s estimate of such Operating Expenses, exceeds Period that is contained within the amount Term of the Excess actually due during Service Agreement (the “Final Estimated Base Rent Adjustment”). In the event that Landlord elects to deliver such prior yearFinal Estimated Base Rent Adjustment to Tenant, then Landlord shall refund to Tenant any overpayment (or at Landlord’s option, apply such amount against Rent due or to become due hereunder). Likewise, i) Tenant shall pay to Landlord, on demand, any underpayment with respect to the prior year. (c) In the event of any good faith dispute as to the amount of the Excess as set forth prorated Base Rent Adjustment reflected in the statement of actual Operating Expenses, Tenant shall have the right, no more frequently than once per calendar year, after reasonable notice to Landlord and at reasonable times, to inspect and photocopy Landlord’s Operating Expenses records at Landlord’s offices. If, after such inspection and photocopy, Tenant continues, in good faith, to dispute the amount of the Excess as set forth in said statement, Tenant shall be entitled not later than one (1) year following Tenant’s receipt of an Actual Statement to retain a national, independent, certified public accountant who is not contracted on a contingency fee basis and is mutually acceptable to Landlord and Tenant to audit Landlord’s Operating Expenses records with respect to the calendar year covered by Actual Statement to determine the proper amount of the Excess. Landlord shall be entitled to review the results of such audit promptly after completion of same. If such audit proves that Landlord has overcharged Tenant, then Final Estimated Base Rent Adjustment within fifteen (15) days after Tenant’s receipt of such estimate; (ii) the results estimated amount of the audit are made available to Landlord, Base Rent Adjustment for the final Operating Period shall be binding upon Landlord and Tenant; and (iii) Landlord shall credit not thereafter seek from Tenant the amount of such overcharge toward the payments of any additional Base Rent and Additional Adjustment if the actual Operating Expenses for such Operating Period are greater than those reflected in the Final Estimated Base Rent next coming due under this LeaseAdjustment, nor shall Landlord have any obligation to refund to Tenant any excess funds paid by Tenant to Landlord should the actual Operating Expenses for such Operating Period be less than those reflected in the Final Estimated Base Rent Adjustment. If In the results of such audit prove event that Landlord has undercharged Tenantelects not to provide Tenant with a Final Estimated Base Rent Adjustment, then it shall be presumed that Landlord will provide Tenant with an Expense Statement within one hundred twenty (120) days after the end of the final Operating Period contained in the Term, as provided above, and the Base Rent Adjustment shown in such Expense Statement shall be due from Tenant to Landlord within fifteen (15) days after the results of the audit are made available to Tenant, Tenant shall pay to Landlord the amount of any such undercharge. Tenant agrees to pay the cost of such audit, provided that Landlord shall reimburse Tenant the amount of such cost if the results of such audit prove that Landlord’s determination of the Excess (as set forth in the Actual Statement) was in error by more than six percent (6%). If Tenant does not request an audit in accordance with the provisions of this Section 6(c) within one (1) year after Tenant’s receipt of an Actual Statement, such Actual Statement shall be conclusively binding upon Tenant. Landlord shall be required to maintain records of all Operating Expenses for three (3) years following the issuance of the Operating Expense statement for such Operating Expenses. The payment by Tenant of any amounts pursuant to this Article shall not preclude Tenant from questioning the correctness of any such statement.

Base Rent Adjustment. The Base Rent payable hereunder shall be adjusted upward from time to time in accordance with the following provisions: (a) Tenant shall pay to Landlord as an adjustment to Rent, an amount equal to the excess (the “"Excess”") from time to time of total annual Operating Expenses per square foot of Rentable Area of the Premises, as Grossed-Up, over and above the Expense Stop. The Excess shall be obtained by multiplying (i) the difference between the annual Operating Expense per square foot of Rentable Area in the Premises Building and the Expense Stop, by (ii) the total Rentable Area of the Premises as set forth in Section 1.15. Such amount shall be paid in advance in monthly installments on the same dates as Base Rent is due and payable hereunder based on Landlord’s 's notice delivered to Tenant from time to time setting forth Landlord’s good faith estimate of the Operating Expenses for the current calendar year. Landlord shall have the right to adjust such amount no more than once a year to reflect any changes in Landlord’s 's estimate of Operating Expenses. (b) By April 1 of each calendar year during the Lease Term, or as soon thereafter as practicablepracticable but no later than May 1, Landlord shall furnish to Tenant a statement (“"Actual Statement”") of Landlord’s 's annual Operating Expenses, as Grossed-Up, for the previous calendar year. If for any calendar year the amounts collected from Tenant for the prior year, as a result of Landlord’s 's estimate of Operating Expenses, exceeds the amount of the Excess actually due during such prior year, then Landlord shall refund to Tenant any overpayment (or at Landlord’s 's option, apply such amount against Rent due or to become due hereunder). Likewise, Tenant shall pay to Landlord, on demand, any underpayment with respect to the prior year. (c) In the event of any good faith dispute as to the amount of the Excess as set forth in the statement of actual Operating Expenses, Tenant shall have the right, no more frequently than once per calendar year, after reasonable notice to Landlord and at reasonable times, to inspect and photocopy Landlord’s 's Operating Expenses records at Landlord’s 's offices. If, after such inspection and photocopy, Tenant continues, in good faith, to dispute the amount of the Excess as set forth in said statement, Tenant shall be entitled not later than one (1) year following Tenant’s 's receipt of an Actual Statement to retain a national, independent, certified public accountant who is not contracted on a contingency fee basis and is mutually acceptable to Landlord and Tenant to audit Landlord’s 's Operating Expenses records with respect to the calendar year covered by Actual Statement to determine the proper amount of the Excess. Landlord shall be entitled to review the results of such audit promptly after completion of same. If the results of such audit proves prove that Landlord has overcharged Tenant, then within fifteen (15) days after the results of the audit are made available to Landlord, Landlord shall credit Tenant the amount of such overcharge toward the payments of Base Rent and Additional Rent next coming due under this Lease. If the results of such audit prove proves that Landlord has undercharged Tenant, then within fifteen (15) days after the results of the audit are made available to Tenant, Tenant shall pay to Landlord the amount of any such undercharge. Tenant agrees to pay the cost of such audit, provided that Landlord shall reimburse Tenant the amount of such cost if the results of such audit prove that Landlord’s 's determination of the Excess Operating Expenses (as set forth in the Actual Statement) was in error by more than six percent (6%). If Tenant does not request an audit in accordance with the provisions of this Section 6(c) within one (1) year after Tenant’s 's receipt of an Actual Statement, such Actual Statement shall be conclusively binding upon Tenant. Landlord shall be required to maintain records of all Operating Expenses for three (3) years following the issuance of the Operating Expense statement for such Operating Expenses. The payment by Tenant of any amounts pursuant to this Article article shall not preclude Tenant from questioning the correctness of any such statement.

Base Rent Adjustment. The "Base Rent payable hereunder shall be adjusted upward from time to time in accordance with Adjustment" for each calendar year will equal the following provisions: product of (a) Tenant shall pay to Landlord as an adjustment to Rent, an amount equal to the excess (the “Excess”) from time to time of total annual Operating Expenses per square foot of Net Rentable Area of the Premises, as Grossed-Up, over and above times (b) a rate per annum per square foot of Net Rentable Area equal to the Expense Stop. The Excess shall be obtained by multiplying sum of (i) the difference between excess, if any, of the annual rate of Operating Expense Costs per square foot of Net Rentable Area in the Premises and Building for the Expense Stopapplicable calendar year over the Operating Costs Base Rate, by (ii) the total excess, if any, of the rate of Tax Costs per square foot of Net Rentable Area in the Building for the applicable calendar year over the Tax Costs Base Rate, and (iii) the excess, if any, of the rate of Utilities Costs per square foot of Net Rentable Area in the Building for the applicable calendar year over the Utilities Costs Base Rate. Effective on any change in the Net Rentable Area of the Premises as set forth or the Building in Section 1.15. Such amount shall be paid in advance in monthly installments on accordance with this Lease, the same dates as calculation of the Base Rent is due and payable hereunder based on Landlord’s notice delivered Adjustment will change accordingly. The Base Rent Adjustment will never lower Base Rent below the amount specified in the Basic Lease Information. Prior to Tenant from time to time setting forth Landlord’s good faith estimate of the Operating Expenses for the current calendar year. Landlord shall have the right to adjust such amount no more than once a year to reflect any changes in Landlord’s estimate of Operating Expenses. (b) By April January 1 of each calendar year during after the Lease TermBase Year (or as soon thereafter as reasonably practical), Landlord will provide an estimate of the Base Rent Adjustment for the forthcoming calendar year, and the Monthly Rent Installments due thereafter will be adjusted to reflect the Base Rent Adjustment so estimated by Landlord. By June 1 of each calendar year, or as soon thereafter as practicablereasonably practical, Landlord shall will furnish to Tenant a statement (“Actual the "Annual Statement”") showing in reasonable detail the calculation of Landlord’s annual Operating Expenses, as Grossed-Up, the Base Rent Adjustment for the previous immediately preceding calendar yearyear and comparing the actual Base Rent Adjustment to the estimated Base Rent Adjustment actually paid by Tenant. If the estimated Base Rent Adjustment paid is less than the actual Base Rent Adjustment reflected on the Annual Statement, Tenant must pay Landlord the amount of the deficit in a lump sum no later than thirty (30) days after receipt of the Annual Statement. If the estimated Base Rent Adjustment paid is greater than the actual Base Rent Adjustment reflected on the Annual Statement, Landlord will allow Tenant equal monthly credits against the Monthly Rent Installments due for the remainder of the then current calendar year in an aggregate amount equal to the surplus, or if Landlord so chooses, Landlord will pay Tenant the amount of the surplus in a lump sum within thirty (30) days after delivery of the Annual Statement. In calculating any surplus or deficit owed for any calendar year in which the amounts collected from Tenant for Term expires, the prior year, as a result of Landlord’s estimate of Operating Expenses, exceeds the amount of the Excess actually due during such prior year, then Landlord shall refund to Tenant any overpayment (or at Landlord’s option, apply such amount against Base Rent due or to become due hereunder). Likewise, Tenant shall pay to Landlord, on demand, any underpayment with respect Adjustment will be prorated in proportion to the prior number of days elapsed during the Term in that calendar year. (c) In the event of any good faith dispute as to the amount of the Excess as set forth in the statement of actual Operating Expenses, Tenant shall have the right, no more frequently than once per calendar year, after reasonable notice to Landlord and at reasonable times, to inspect and photocopy Landlord’s Operating Expenses records at Landlord’s offices. If, after such inspection and photocopy, Tenant continues, in good faith, to dispute the amount of the Excess as set forth in said statement, Tenant shall be entitled not later than one (1) year following Tenant’s receipt of an Actual Statement to retain a national, independent, certified public accountant who is not contracted on a contingency fee basis and is mutually acceptable to Landlord and Tenant to audit Landlord’s Operating Expenses records with respect to the calendar year covered by Actual Statement to determine the proper amount of the Excess. Landlord shall be entitled to review the results of such audit promptly after completion of same. If such audit proves that Landlord has overcharged Tenant, then within fifteen (15) days after the results of the audit are made available to Landlord, Landlord shall credit Tenant the amount of such overcharge toward the payments of Base Rent and Additional Rent next coming due under this Lease. If the results of such audit prove that Landlord has undercharged Tenant, then within fifteen (15) days after the results of the audit are made available to Tenant, Tenant shall pay to Landlord the amount of any such undercharge. Tenant agrees to pay the cost of such audit, provided that Landlord shall reimburse Tenant the amount of such cost if the results of such audit prove that Landlord’s determination of the Excess (as set forth in the Actual Statement) was in error by more than six percent (6%). If Tenant does not request an audit in accordance with the provisions of this Section 6(c) within one (1) year after Tenant’s receipt of an Actual Statement, such Actual Statement shall be conclusively binding upon Tenant. Landlord shall be required to maintain records of all Operating Expenses for three (3) years following the issuance of the Operating Expense statement for such Operating Expenses. The payment by Tenant of any amounts pursuant to this Article shall not preclude Tenant from questioning the correctness of any such statement.

Base Rent Adjustment. The Base Rent payable hereunder shall be adjusted subject to upward revision at the beginning of every lease year during the Lease Term to compensate for increases in property taxes, insurance premiums, including but not limited to, fire and other casualty insurance and public liability insurance, utilities, and the operating costs of the Building or as the same relate only to the separate building at 0000 Xxxxx Xxxxxx Xxxx. The Building property taxes and insurance premiums for the calendar year 2024 and the operating costs of the Building for the calendar year in which this Lease commences shall be considered the “Base Year” Building Costs. The operating costs shall be determined on a cash basis and shall be determined by taking into account the maintenance cost of the property, utilities, management costs, including all labor costs involved in the operation and maintenance of the buildings, and all other costs which can properly and reasonably be considered expenses of operating, but excluding property additions and capital improvements, alterations for tenants, depreciation, interest, income taxes and administrative costs not specifically incurred in the operation of the Buildings. To determine the Tenant’s share of the increase with respect to the above expenses, if any, the Base Year operating costs shall be subtracted from time the applicable Comparison Year costs and the remainder, if positive, shall be multiplied by the Tenant’s pro-rata portion. Property taxes shall include all taxes or special assessments levied on the real estate and improvements of the Landlord at the Building. The total of the Building’s property taxes, insurance premiums, utility, and operating costs, collectively the “Building Costs”, shall be divided by the number of rentable square feet in the Building to time determine the Building Costs per square foot. If the Building Costs paid or incurred by the Landlord for the Comparison Year on account of the operation or maintenance of the Building of which the Premises are a part are in accordance with excess of the following provisionsBuilding Costs paid or incurred for the Base Year, then the Tenant shall pay a pro-rata portion of the increase calculated by dividing the rentable area of the Premises by the rentable area of the Building of which Tenant’s Premises are a part and multiplying the resulting percentage by the amount of the total Building Cost increase. The Tenant’s pro-rata portions shall be defined further as follows: (ai) Tenant shall pay to Landlord as an adjustment to Rent, an amount equal to the excess (the “Excess”) from time to time of total annual Operating Expenses per square foot of Rentable Area The pro-rata share of the Premises, as GrossedBuilding Costs specific to all the tenants of the Building (6640 and 0000 Xxxxx Xxxxxx Xxxx) is twenty-Up, over six and above the Expense Stoptwenty-five hundredths percent (26.25%). The Excess expenses shall be obtained by multiplying defined as (i) common area maintenance, e.g., landscape maintenance, parking lot cleaning, common area lighting, landscape water, day xxxxxx, fountain maintenance and repairs; (ii) HVAC maintenance of Premises and repairs; (iii) real estate taxes; (iv) insurance; (v) roof repairs and maintenance; and (vi) exterior Building repairs and maintenance; (ii) The pro-rata share of the Building Costs specific to all the tenants of the 0000 Xxxxx Xxxxxx Xxxx building is forty-seven and fifty-one hundredths percent (47.51%). The expenses shall be specific to (i) the difference between the annual Operating Expense per square foot of Rentable Area in the Premises common hallway and the Expense Stoprestrooms including janitorial, by related supplies, electricity and plumbing repairs and maintenance; and (ii) the total Rentable Area Building utilities, ceiling and interior light repairs and maintenance; Upon receipt of the Premises as set forth in Section 1.15. Such amount shall be paid in advance in monthly installments on the same dates as Base Rent is due and payable hereunder based on Landlord’s notice delivered to Tenant from time to time setting forth Landlord’s good faith estimate of the Operating Expenses statement for the current calendar year. Landlord shall have the right to adjust such amount no more than once a year to reflect any changes in Landlord’s estimate of Operating Expenses. (b) By April 1 of each calendar year during the Lease Term, or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement (“Actual Statement”) of Landlord’s annual Operating Expenses, as Grossed-Up, for the previous calendar year. If for any calendar year the amounts collected from Tenant for the prior year, as a result of Landlord’s estimate of Operating Expenses, exceeds the amount of the Excess actually due during such prior year, then Landlord shall refund to Tenant any overpayment (or at Landlord’s option, apply such amount against Rent due or to become due hereunder). Likewisefirst Comparison Year, Tenant shall pay to Landlord, on demand, any underpayment with respect to in full the prior year. (c) In the event of any good faith dispute as to the total amount of increase due for the Excess as set forth in the statement of actual Operating Expensesfirst Comparison Year. In addition, Tenant shall have the right, no more frequently than once per calendar year, after reasonable notice to Landlord and at reasonable times, to inspect and photocopy Landlord’s Operating Expenses records at Landlord’s offices. If, after such inspection and photocopy, Tenant continues, in good faith, to dispute the amount of the Excess as set forth in said statement, Tenant shall be entitled not later than one (1) year following Tenant’s receipt of an Actual Statement to retain a national, independent, certified public accountant who is not contracted on a contingency fee basis and is mutually acceptable to Landlord and Tenant to audit Landlord’s Operating Expenses records with respect to the calendar year covered by Actual Statement to determine the proper amount of the Excess. Landlord shall be entitled to review the results of such audit promptly after completion of same. If such audit proves that Landlord has overcharged Tenant, then within fifteen (15) days after the results of the audit are made available to Landlord, Landlord shall credit Tenant the amount of such overcharge toward the payments of Base Rent and Additional Rent next coming due under this Lease. If the results of such audit prove that Landlord has undercharged Tenant, then within fifteen (15) days after the results of the audit are made available to Tenant, Tenant shall pay to Landlord the amount of any such undercharge. Tenant agrees to pay the cost of such audit, provided that Landlord shall reimburse Tenant the amount of such cost if the results of such audit prove that Landlord’s determination of the Excess (as set forth in the Actual Statement) was in error by more than six percent (6%). If Tenant does not request an audit in accordance with the provisions of this Section 6(c) within one (1) year after Tenant’s receipt of an Actual Statement, such Actual Statement increase shall be conclusively binding upon Tenant. Landlord used as an estimate of Building Costs for the then current Comparison Year and this amount shall be required to maintain records of all Operating Expenses for three (3) years following the issuance of the Operating Expense statement for such Operating Expenses. The payment by Tenant of any amounts pursuant to this Article shall not preclude Tenant from questioning the correctness of any such statement.divided into twelve

Base Rent Adjustment. The Base Rent base rent payable hereunder under the terms of subparagraph 2.A. of this lease shall be adjusted upward from time to time in accordance with the following provisions:: .3313 A. Expense Stop. As used in this lease, (ai) the term "Expense Stop" shall mean the sum of $.3313 per square foot of space in the building and (ii) the ------ term "Basic Costs" shall mean all real property taxes, assessments (whether general or special) and governmental charges of any kind and nature whatsoever, including, without limitation, assessments due to deed restrictions and/or owners' associations, which accrue against the building and/or project of which the premises are a part during the term of this lease and all insurance premiums Landlord is required to pay or deems necessary to pay, including, without limitation, public liability insurance and fire and extended coverage insurance with respect to the building and/or project. Tenant shall during the term of this lease pay to Landlord as an adjustment to Rentthe base rent, (i.e., the rent payable under subparagraph 2.A. hereof), an amount (per each square foot of space within the premises) equal to the excess (the “"Excess”") from time to time of total annual Operating Expenses actual Basic Costs per square foot of Rentable Area of space in the Premises, as Grossed-Up, building over and above the Expense Stop. The Excess shall be obtained by multiplying (i) the difference between the annual Operating Expense per square foot of Rentable Area in the Premises and the Expense Stop, by (ii) the total Rentable Area of the Premises as set forth in Section 1.15. Such amount shall be paid in advance in monthly installments on the same dates as Base Rent is due and payable hereunder based on Landlord’s notice delivered to Tenant from time to time setting forth Landlord’s Landlord will make a good faith estimate of the Operating Expenses Excess for each calendar year and the current calendar yearmonthly payment of base rent by Tenant shall be adjusted upward in accordance with such estimate. Landlord shall have the right to adjust such amount no more than once a year to reflect any changes in Landlord’s estimate of Operating Expenses. (b) By April 1 1st of each calendar year during the Lease Termterm of this lease and by April 1st of the year following the calendar year in which this lease terminates, or as soon thereafter as practicablepractical, Landlord shall furnish (upon written request) to Tenant a statement (“Actual Statement”) of Landlord’s annual Operating Expenses, as Grossed-Up, 's actual Basic Costs for the previous calendar year. If for any calendar year additional rent collected under the amounts collected from Tenant terms of this subparagraph 4.A. for the prior year, as a result of Landlord’s 's estimate of Operating ExpensesBasic Costs, exceeds the amount is in excess of the Excess additional rent actually due from Tenant hereunder during such prior year, then Landlord shall refund credit to Tenant Tenant's rental obligations any overpayment (or at Landlord’s optionif Tenant has no further financial obligations under this lease, apply such amount against Rent due or to become due hereunderthen Landlord shall refund the overpayment). Likewise, Tenant shall pay to Landlord, on demand, any underpayment with respect to the prior year. (c) In the event of any good faith dispute as . Any payment to the amount of the Excess as set forth in the statement of actual Operating Expenses, Tenant shall have the right, no more frequently than once per calendar year, after reasonable notice be made pursuant to Landlord and at reasonable times, to inspect and photocopy Landlord’s Operating Expenses records at Landlord’s offices. If, after such inspection and photocopy, Tenant continues, in good faith, to dispute the amount of the Excess as set forth in said statement, Tenant shall be entitled not later than one (1) year following Tenant’s receipt of an Actual Statement to retain a national, independent, certified public accountant who is not contracted on a contingency fee basis and is mutually acceptable to Landlord and Tenant to audit Landlord’s Operating Expenses records this subparagraph 4.A. with respect to the calendar year covered by Actual Statement to determine in which this lease commences or terminates shall be prorated if this lease is not enforced during the proper amount full calendar year. If at any time during the term of this lease, the present method of taxation shall be changed so that in lieu of the Excess. Landlord whole or any part of any taxes, assessments or governmental charges levied, assessed or imposed on real estate and the improvements thereon, there shall be entitled to review levied, assessed or imposed on Landlord a capital levy or other tax directly on the results rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents for the building and/or project of which the premises are a part, and all such audit promptly after completion of same. If such audit proves that Landlord has overcharged Tenanttaxes, then within fifteen (15) days after assessments, levies or charges, or the results of the audit are made available to Landlordpart thereof so measured or based, Landlord shall credit Tenant the amount of such overcharge toward the payments of Base Rent and Additional Rent next coming due under this Lease. If the results of such audit prove that Landlord has undercharged Tenant, then within fifteen (15) days after the results of the audit are made available to Tenant, Tenant shall pay to Landlord the amount of any such undercharge. Tenant agrees to pay the cost of such audit, provided that Landlord shall reimburse Tenant the amount of such cost if the results of such audit prove that Landlord’s determination of the Excess (as set forth in the Actual Statement) was in error by more than six percent (6%). If Tenant does not request an audit in accordance with the provisions of this Section 6(c) within one (1) year after Tenant’s receipt of an Actual Statement, such Actual Statement shall be conclusively binding upon Tenant. Landlord shall deemed to be required to maintain records of all Operating Expenses included within the term "real property taxes" for three (3) years following the issuance of the Operating Expense statement for such Operating Expenses. The payment by Tenant of any amounts pursuant to this Article shall not preclude Tenant from questioning the correctness of any such statementpurposes hereof.

Base Rent Adjustment. The Landlord shall, within one hundred twenty (120) days after the end of each Operating Period, furnish Tenant with a statement of the Operating Expenses during such year and a computation of the Base Rent payable hereunder Adjustment (“Expense Statement”). Failure of Landlord to provide such statement within such time period shall not be adjusted upward from time a waiver of Landlord’s right to time in accordance with collect any Base Rent Adjustment. If such statement shows that the following provisions: (a) actual amount Tenant owes is more than the estimated Base Rent Adjustment paid by Tenant, Tenant shall pay the difference within thirty (30) days after Tenant’s receipt of the Expense Statement. If the Expense Statement shows that Tenant paid more than the actual amount owed, Tenant shall receive a credit therefor. The credit shall be applied to Landlord as an adjustment to Rent, an amount equal future monthly payments attributable to the excess Base Rent Adjustment, or if this Lease has expired, such amount shall be refunded to Tenant within forty-five (45) days. Unless adjusted as a result of an audit by Tenant conducted pursuant to the “Excess”) from time to time express terms of total annual this Lease, the Operating Expenses per square foot of Rentable Area of the Premises, as Grossed-Up, over and above the Expense Stop. The Excess shall be obtained by multiplying (i) the difference between the annual Operating Expense per square foot of Rentable Area in the Premises and the Expense Stop, by (ii) the total Rentable Area of the Premises as Base Rent Adjustment set forth in Section 1.15. Such amount the Expense Statement shall be paid binding upon Tenant. Provided, however, that in advance in monthly installments the event that the Term of this Lease expires, or is terminated pursuant to the terms of this Lease, on a date other than December 31, then, at the same dates as Base Rent is due and payable hereunder based option of Landlord or upon request by Tenant, Landlord shall, either prior to the date on Landlord’s notice delivered to which the Term expires, or within thirty (30) days thereafter, provide Tenant from time to time setting forth Landlord’s good faith with a revised estimate of the Operating Expenses for the current calendar year. Landlord shall have Operating Period in which such expiration or termination date occurs and the right to adjust such amount no more than once a year to reflect any changes in Landlord’s estimate of Operating Expenses. (b) By April 1 of each calendar year during the Lease Term, or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement (“Actual Statement”) of Landlord’s annual Operating Expenses, as Grossed-Up, for the previous calendar year. If for any calendar year the amounts collected Base Rent Adjustment that will be due from Tenant for such Operating Period, which estimated Base Rent Adjustment shall be prorated to reflect the prior year, as a result portion of Landlord’s estimate of such Operating Expenses, exceeds Period that is contained within the amount Term of the Excess actually due during Lease (the “Final Estimated Base Rent Adjustment”). In the event that Landlord elects to deliver such prior yearFinal Estimated Base Rent Adjustment to Tenant, then Landlord shall refund to Tenant any overpayment (or at Landlord’s option, apply such amount against Rent due or to become due hereunder). Likewise, i) Tenant shall pay to Landlord, on demand, any underpayment with respect to the prior year. (c) In the event of any good faith dispute as to the amount of the Excess as set forth prorated Base Rent Adjustment reflected in the statement of actual Operating Expenses, Tenant shall have the right, no more frequently than once per calendar year, after reasonable notice to Landlord and at reasonable times, to inspect and photocopy Landlord’s Operating Expenses records at Landlord’s offices. If, after such inspection and photocopy, Tenant continues, in good faith, to dispute the amount of the Excess as set forth in said statement, Tenant shall be entitled not later than one Final Estimated Base Rent Adjustment within forty-five (1) year following Tenant’s receipt of an Actual Statement to retain a national, independent, certified public accountant who is not contracted on a contingency fee basis and is mutually acceptable to Landlord and Tenant to audit Landlord’s Operating Expenses records with respect to the calendar year covered by Actual Statement to determine the proper amount of the Excess. Landlord shall be entitled to review the results of such audit promptly after completion of same. If such audit proves that Landlord has overcharged Tenant, then within fifteen (1545) days after the results of the audit are made available to Landlord, Landlord shall credit Tenant the amount of such overcharge toward the payments of Base Rent and Additional Rent next coming due under this Lease. If the results of such audit prove that Landlord has undercharged Tenant, then within fifteen (15) days after the results of the audit are made available to Tenant, Tenant shall pay to Landlord the amount of any such undercharge. Tenant agrees to pay the cost of such audit, provided that Landlord shall reimburse Tenant the amount of such cost if the results of such audit prove that Landlord’s determination of the Excess (as set forth in the Actual Statement) was in error by more than six percent (6%). If Tenant does not request an audit in accordance with the provisions of this Section 6(c) within one (1) year after Tenant’s receipt of such estimate: (ii) subject to Tenant’s audit right, the estimated amount of the Base Rent Adjustment for the final Operating Period shall be binding upon Landlord and Tenant; and (iii) Landlord shall not thereafter seek from Tenant any additional Base Rent Adjustment if the actual Operating Expenses for such Operating Period are greater than those reflected in the Final Estimated Base Rent Adjustment, nor shall Landlord have any obligation to refund to Tenant any excess funds paid by Tenant to Landlord should the actual Operating Expenses for such Operating Period be less than those reflected in the Final Estimated Base Rent Adjustment. In the event that Landlord does not provide Tenant with a Final Estimated Base Rent Adjustment, then Landlord will provide Tenant with an Actual StatementExpense Statement within one hundred twenty (120) days after the end of the final Operating Period contained in the Term, as provided above, and the Base Rent Adjustment shown in such Actual Expense Statement shall be conclusively binding upon due from Tenant to Landlord within forty-five (45) days after Tenant. Landlord shall be required to maintain records ’s receipt of all Operating Expenses for three (3) years following the issuance of the Operating Expense statement for such Operating Expenses. The payment by Tenant of any amounts pursuant to this Article shall not preclude Tenant from questioning the correctness of any such statement.

Base Rent Adjustment. The Base Rent payable hereunder shall be adjusted upward from time to time in accordance with the following provisions: (a) Tenant shall pay to Landlord as an adjustment to Rent, an amount equal to the excess (the “Excess”) from time to time of total annual Operating Expenses per square foot of Rentable Area of the Premises, as Grossed-Up, over and above the Expense Stop. The Excess shall be obtained by multiplying (i) the difference between the annual Operating Expense per square foot of Rentable Area in the Premises and the Expense Stop, by (ii) the total Rentable Area of the Premises as set forth in Section 1.15. Such amount shall be paid in advance in monthly installments on the same dates as Base Rent is due and payable hereunder based on Landlord’s notice delivered to Tenant from time to time setting forth Landlord’s good faith estimate of the Operating Expenses for the current calendar year. Landlord shall have the right to adjust such amount no more than once a year to reflect any changes in Landlord’s estimate of Operating Expenses. (b) By April 1 of each calendar year during the Lease Term, or as soon thereafter as practicablepracticable but no later than May 1, Landlord shall furnish to Tenant a statement (“Actual Statement”) of Landlord’s annual Operating Expenses, as Grossed-Up, for the previous calendar year. If for any calendar year the amounts collected from Tenant for the prior year, as a result of Landlord’s estimate of Operating Expenses, exceeds the amount of the Excess actually due during such prior year, then Landlord shall refund to Tenant any overpayment (or at Landlord’s option, apply such amount against Rent due or to become due hereunder). Likewise, Tenant shall pay to Landlord, on demand, any underpayment with respect to lo the prior year. (c) In the event of any good faith dispute as to the amount of the Excess as set forth in the statement of actual Operating Expenses, Tenant shall have the right, no more frequently than once per calendar year, after reasonable notice to Landlord and at reasonable times, to inspect and photocopy Landlord’s Operating Expenses records at Landlord’s offices. If, after such inspection and photocopy, Tenant continues, in good faith, to dispute the amount of the Excess as set forth in said statement, Tenant shall be entitled not later than one (1) year following Tenant’s receipt of an Actual Statement to retain a national, independent, certified public accountant who is not contracted on a contingency fee basis and is mutually acceptable to Landlord and Tenant to audit Landlord’s Operating Expenses records with respect to the calendar year covered by Actual Statement to determine the proper amount of the Excess. Landlord shall be entitled to review the results of such audit promptly after completion of same. If such audit proves that Landlord has overcharged Tenant, then within fifteen (15) days after the results of the audit are made available to Landlord, Landlord shall credit Tenant the amount of such overcharge toward the payments of Base Rent and Additional Rent next coming due under this Lease. If the results of such audit prove that Landlord has undercharged Tenant, then within fifteen (15) days after the results of the audit are made available to Tenant, Tenant shall pay to Landlord the amount of any such undercharge. Tenant agrees to pay the cost of such audit, provided that Landlord shall reimburse Tenant the amount of such cost if the results of such audit prove that Landlord’s determination of the Excess (as set forth in the Actual Statement) was in error by more than six percent (6%). If Tenant does not request an audit in accordance with the provisions of this Section 6(c) within one (1) year after Tenant’s receipt of an Actual Statement, such Actual Statement shall be conclusively binding upon Tenant. Landlord shall be required to maintain records of all Operating Expenses for three (3) years following the issuance of the Operating Expense statement for such Operating Expenses. The payment by Tenant of any amounts pursuant to this Article shall not preclude Tenant from questioning the correctness of any such statement.

Base Rent Adjustment. The amount of the Base Rent payable hereunder shall be adjusted upward from time increased as of January 1 of each calendar year of the Lease Term to time equal the Base Rent stated in accordance with item 15 of the following provisions: (a) Tenant shall pay to Landlord as an adjustment to Rent, Summary of Lease Terms for such Lease Year plus an amount equal to the excess (the “Excess”) from time to time of total annual Operating Expenses per square foot of Rentable Area of the Premises, as Grossed-Up, over and above the Expense Stop. The Excess shall be tot he produce obtained by multiplying (i) the difference between the annual Operating Expense per square foot of Rentable Area in the Premises and the Expense Stop, such Base Rent for such Lease Year by (ii) the total Rentable Area Percentage Increase determined as of the Premises date of adjustment; provided, however, that Base Rent (as set forth previously adjusted) shall never decrease by virtue of this Section. Landlord shall notify Tenant in Section 1.15writing of the new annual Base Rent amount and the new monthly installment amount thereof at least three (3) days prior to the date on which the increase in Base Rent becomes effective or, if Landlord is not reasonably able to determine such amounts by such time, promptly following the time when such amounts can reasonably be determined. Such amount shall be paid Tenant covenants and agrees to pay to Landlord the adjusted Base Rent in advance in equal monthly installments on the same dates as first day of each and every month for the pertinent calendar year after notification of the adjusted Base Rent is due from Landlord. Failure or inability of Landlord to notify Tenant prior to the pertinent January 1 adjustment date, however, shall not affect Tenant's obligation to pay Base Rent as adjusted for each and payable hereunder based on Landlord’s notice delivered to Tenant from time to time setting forth Landlord’s good faith estimate every month of the Operating Expenses for relevant calendar year and, if Tenant has not been notified of the current calendar year. Landlord shall have the right adjusted amounts of Base Rent prior to adjust such amount no more than once a year to reflect any changes in Landlord’s estimate of Operating Expenses. (b) By April January 1 of each the calendar year during the Lease Term, or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement (“Actual Statement”) of Landlord’s annual Operating Expenses, as Grossed-Up, for the previous calendar year. If for any calendar year the amounts collected from Tenant for the prior year, as a result of Landlord’s estimate of Operating Expenses, exceeds the amount of the Excess actually due during such prior year, then Landlord shall refund to Tenant any overpayment (or at Landlord’s option, apply such amount against Rent due or to become due hereunder). Likewisein question, Tenant shall continue to pay to Landlord, on demand, any underpayment with respect Base Rent at the rate in effect prior to the prior year. (c) In the event date of any good faith dispute as to the amount adjustment until notified of the Excess as set forth in the statement of actual Operating Expensesnew amounts, after which time Tenant shall have the right, no more frequently than once per calendar year, after reasonable notice to Landlord and at reasonable times, to inspect and photocopy Landlord’s Operating Expenses records at Landlord’s offices. If, after such inspection and photocopy, Tenant continues, in good faith, to dispute the amount of the Excess as set forth in said statement, Tenant shall be entitled not later than one (1x) year following Tenant’s receipt of an Actual Statement to retain a national, independent, certified public accountant who is not contracted on a contingency fee basis and is mutually acceptable to Landlord and Tenant to audit Landlord’s Operating Expenses records with respect to the calendar year covered by Actual Statement to determine the proper amount of the Excess. Landlord shall be entitled to review the results of such audit promptly after completion of same. If such audit proves that Landlord has overcharged Tenant, then within fifteen (15) days after the results of the audit are made available to Landlord, Landlord shall credit Tenant the amount of such overcharge toward the make further payments of Base Rent thereafter arising as so adjusted and Additional Rent next coming due under this Lease. If the results of such audit prove that Landlord has undercharged Tenant, then within fifteen (15y) days after the results of the audit are made available to Tenant, Tenant shall pay to Landlord in a lump sum any difference arising with respect to Base Rent payments made by Tenant for the amount calendar year in question prior to the date of any such undercharge. Tenant agrees to pay the cost Tenant's receipt of such auditnotice. Notwithstanding anything contained herein to the contrary, provided that Landlord in no event shall reimburse Tenant the amount Base Rent Adjustment contemplated hereby result in an increase in Base Rent of such cost if the results of such audit prove that Landlord’s determination less than two (2%) percent of the Excess (as set forth in the Actual Statement) was in error by more than six percent (6%). If Tenant does not request an audit in accordance with the provisions of this Section 6(c) within one (1) year after Tenant’s receipt of an Actual Statement, such Actual Statement shall be conclusively binding upon Tenant. Landlord shall be required to maintain records of all Operating Expenses for three (3) years following the issuance of the Operating Expense statement for such Operating Expenses. The payment Base Rent payable by Tenant of any amounts pursuant prior to this Article shall not preclude Tenant from questioning the correctness of any such statementadjustment date.

Base Rent Adjustment. The Landlord shall, within one hundred twenty (120) days after the end of each Operating Period, furnish Tenant with a statement of the Operating Expenses during such year and a computation of the Base Rent payable hereunder Adjustment (“Expense Statement”). Failure of Landlord to provide such statement within such time period shall not be adjusted upward from time a waiver of Landlord's right to time in accordance with collect any Base Rent Adjustment. If such statement shows that the following provisions: (a) actual amount Tenant owes is more than the estimated Base Rent Adjustment paid by Tenant, Tenant shall pay the difference within thirty (30) days after Tenant's receipt of the Expense Statement. If the Expense Statement shows that Tenant paid more than the actual amount owed, Tenant shall receive a credit therefor. The credit shall be applied to Landlord as an adjustment to Rent, an amount equal future monthly payments attributable to the excess Base Rent Adjustment, or if this Lease has expired, such amount shall be refunded to Tenant within thirty (30) days following delivery of the “Excess”) from time Expense Statement. Unless adjusted as a result of an audit by Tenant conducted pursuant to time the express terms of total annual this Lease, the Operating Expenses per square foot of Rentable Area of the Premises, as Grossed-Up, over and above the Expense Stop. The Excess shall be obtained by multiplying (i) the difference between the annual Operating Expense per square foot of Rentable Area in the Premises and the Expense Stop, by (ii) the total Rentable Area of the Premises as Base Rent Adjustment set forth in Section 1.15. Such amount the Expense Statement shall be paid binding upon Tenant. Provided, however, that in advance in monthly installments the event that the Term of this Lease expires, or is terminated pursuant to the terms of this Lease, on a date other than December 31, then, at the same dates as Base Rent is due and payable hereunder based option of Landlord, Landlord may, either prior to the date on Landlord’s notice delivered which the Term expires, or within thirty (30) days thereafter, elect to provide Tenant from time to time setting forth Landlord’s good faith with a revised estimate of the Operating Expenses for the current calendar year. Landlord shall have Operating Period in which such expiration or termination date occurs and the right to adjust such amount no more than once a year to reflect any changes in Landlord’s estimate of Operating Expenses. (b) By April 1 of each calendar year during the Lease Term, or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement (“Actual Statement”) of Landlord’s annual Operating Expenses, as Grossed-Up, for the previous calendar year. If for any calendar year the amounts collected Base Rent Adjustment that will be due from Tenant for such Operating Period, which estimated Base Rent Adjustment shall be prorated to reflect the prior year, as a result portion of Landlord’s estimate of such Operating Expenses, exceeds Period that is contained within the amount Term of the Excess actually due during Lease (the “Final Estimated Base Rent Adjustment”). In the event that Landlord elects to deliver such prior yearFinal Estimated Base Rent Adjustment to Tenant, then Landlord shall refund to Tenant any overpayment (or at Landlord’s option, apply such amount against Rent due or to become due hereunder). Likewise, i) Tenant shall pay to Landlord, on demand, any underpayment with respect to the prior year. (c) In the event of any good faith dispute as to the amount of the Excess as set forth prorated Base Rent Adjustment reflected in the statement of actual Operating Expenses, Tenant shall have the right, no more frequently than once per calendar year, after reasonable notice to Landlord and at reasonable times, to inspect and photocopy Landlord’s Operating Expenses records at Landlord’s offices. If, after such inspection and photocopy, Tenant continues, in good faith, to dispute the amount of the Excess as set forth in said statement, Tenant shall be entitled not later than one Final Estimated Base Rent Adjustment within thirty (1) year following Tenant’s receipt of an Actual Statement to retain a national, independent, certified public accountant who is not contracted on a contingency fee basis and is mutually acceptable to Landlord and Tenant to audit Landlord’s Operating Expenses records with respect to the calendar year covered by Actual Statement to determine the proper amount of the Excess. Landlord shall be entitled to review the results of such audit promptly after completion of same. If such audit proves that Landlord has overcharged Tenant, then within fifteen (1530) days after the results of the audit are made available to Landlord, Landlord shall credit Tenant the amount of such overcharge toward the payments of Base Rent and Additional Rent next coming due under this Lease. If the results of such audit prove that Landlord has undercharged Tenant, then within fifteen (15) days after the results of the audit are made available to Tenant, Tenant shall pay to Landlord the amount of any such undercharge. Tenant agrees to pay the cost of such audit, provided that Landlord shall reimburse Tenant the amount of such cost if the results of such audit prove that Landlord’s determination of the Excess (as set forth in the Actual Statement) was in error by more than six percent (6%). If Tenant does not request an audit in accordance with the provisions of this Section 6(c) within one (1) year after Tenant’s receipt of such estimate; (ii) the estimated amount of the Base Rent Adjustment for the final Operating Period shall be binding upon Landlord and Tenant subject only to Tenant’s Audit right set forth below; and (iii) Landlord shall not thereafter seek from Tenant any additional Base Rent Adjustment if the actual Operating Expenses for such Operating Period are greater than those reflected in the Final Estimated Base Rent Adjustment, nor shall Landlord have any obligation to refund to Tenant any excess funds paid by Tenant to Landlord should the actual Operating Expenses for such Operating Period be less than those reflected in the Final Estimated Base Rent Adjustment. In the event that Landlord elects not to provide Tenant with a Final Estimated Base Rent Adjustment, then it shall be presumed that Landlord will provide Tenant with an Actual StatementExpense Statement within one hundred twenty (120) days after the end of the final Operating Period contained in the Term, as provided above, and the Base Rent Adjustment shown in such Actual Expense Statement shall be conclusively binding upon due from Tenant to Landlord within thirty (30) days after Tenant. Landlord shall be required to maintain records ’s receipt of all Operating Expenses for three (3) years following the issuance of the Operating Expense statement for such Operating Expenses. The payment by Tenant of any amounts pursuant to this Article shall not preclude Tenant from questioning the correctness of any such statement.

Base Rent Adjustment. The Base Rent payable hereunder shall be adjusted upward from time to time in accordance with the following provisions: (a) Tenant's Base Rent is based, in part, upon annual Basic Costs per square foot of Project Rentable Area not exceeding the Base Operating Cost. Tenant shall during the term of this Lease pay to Landlord as an adjustment to Rent, Base Rent hereunder an amount (per each square foot of Rentable Area within the Premises) equal to the excess (the “"Excess”") from time to time of total annual Operating Expenses actual Basic Costs per square foot of Project Rentable Area of over the Premises, as Grossed-Up, over and above the Expense StopBase Operating Cost. The Excess shall be obtained by multiplying (i) the difference between the annual Operating Expense per square foot of Rentable Area in the Premises and the Expense Stop, by (ii) the total Rentable Area of the Premises as set forth in Section 1.15. Such amount shall be paid in advance in monthly installments on the same dates as Landlord may collect such additional Base Rent is due and payable hereunder based in arrears on Landlord’s notice delivered a yearly basis. Landlord shall also have the option to Tenant from time to time setting forth Landlord’s make a good faith estimate of the Operating Expenses Excess for each upcoming calendar year and upon thirty (30) days' written notice to Tenant, Landlord may require the current monthly payment of Base Rent adjusted in accordance with such estimate. Any amounts paid based on such an estimate shall be subject to adjustment pursuant to paragraph 6(b) when actual Basic Costs are available for each calendar year. Landlord shall have the right to adjust such amount no more than once a year to reflect any changes in Landlord’s estimate of Operating Expenses. (b) By April 1 of each calendar year during the Lease TermTerm and by April 1 of the year following the calendar year in which the Lease Term terminates, or as soon thereafter as practicablepractical, Landlord shall furnish to Tenant a statement (“Actual Statement”) of Landlord’s annual Operating Expenses, as Grossed-Up, landlord's actual Basic Costs for the previous calendar year. If for any calendar year the amounts additional Base Rent collected from Tenant for the prior year, as a result of Landlord’s 's estimate of Operating ExpensesBasic Costs, exceeds the amount is in excess of the Excess additional Base Rent actually due during such prior year, then Landlord shall refund to Tenant any overpayment (or at Landlord’s 's option, apply such amount against Rent due or to become due hereunder). Likewise, Tenant shall pay to Landlord, on demand, any underpayment with respect to the prior year. (c) In Tenant at its own expense shall have the event of right once a year, at Tenant's own expense and upon not less than thirty (30) days' prior written notice to Landlord, to examine Landlord's books and records relating to Basic Costs, during normal business hours only, and at a time agreed upon by the Landlord and Tenant; or at Landlord's sole discretion, Landlord will provide an audit prepared by an independent certified public accountant. (d) Notwithstanding any good faith dispute as language herein seemingly to the contrary, if the Project is not fully occupied during any calendar year of the Lease Term, Basic Costs and the Excess for purposes of paragraphs 6(a) and 6(b) of this Lease shall be determined as if the Project had been fully occupied during such year. For the purposes of this Lease, "fully occupied" shall mean occupancy of ninety-five percent (95%) of Project Rentable Area. Adjustments for any partial calendar year during the Lease Term shall be a prorated amount of the Excess as set forth Base Rent adjustment which would have been applicable if the entire calendar year had been included in the statement of actual Operating ExpensesLease Term, Tenant shall have the right, no more frequently than once per calendar year, after reasonable notice to Landlord and at reasonable times, to inspect and photocopy Landlord’s Operating Expenses records at Landlord’s offices. If, after such inspection and photocopy, Tenant continues, in good faith, to dispute the amount of the Excess as set forth in said statement, Tenant shall be entitled not later than one (1) year following Tenant’s receipt of an Actual Statement to retain a national, independent, certified public accountant who is not contracted on a contingency fee basis and is mutually acceptable to Landlord and Tenant to audit Landlord’s Operating Expenses records with respect to the calendar year covered by Actual Statement to determine the proper amount of the Excess. Landlord shall be entitled to review the results of such audit promptly after completion of same. If such audit proves that Landlord has overcharged Tenant, then within fifteen (15) days after the results of the audit are made available to Landlord, Landlord shall credit Tenant the amount of such overcharge toward the payments of Base Rent and Additional Rent next coming due under this Lease. If the results of such audit prove that Landlord has undercharged Tenant, then within fifteen (15) days after the results of the audit are made available to Tenant, Tenant shall pay to Landlord the amount of any such undercharge. Tenant agrees to pay the cost of such audit, provided that Landlord shall reimburse Tenant the amount of such cost if the results of such audit prove that Landlord’s determination of the Excess (as set forth in the Actual Statement) was in error by more than six percent (6%). If Tenant does not request an audit prorated in accordance with the provisions of this Section 6(c) within one (1) year after Tenant’s receipt of an Actual Statement, such Actual Statement shall be conclusively binding upon Tenant. Landlord shall be required to maintain records of all Operating Expenses for three (3) years following the issuance portion of the Operating Expense statement for such Operating Expenses. The payment by Tenant of any amounts pursuant calendar year contained in the Lease Term in relation to this Article shall not preclude Tenant from questioning the correctness of any such statemententire calendar year.

Base Rent Adjustment. The Base Rent payable hereunder shall be adjusted subject to upward revision at the beginning of every lease year during the term of the Lease to compensate for increases in property taxes, insurance premiums, including but not limited to fire and other casualty insurance and public liability insurance, and operating costs of the Building, herein collectively referred to as "Building Costs"; the first such adjustment to be made for the one (1) year period commencing the first day of November, 2007. The amount of the Base Rent Adjustment payable by Tenant during the second year of this Lease and each year thereafter shall not exceed One Hundred and Eight Percent (108%) of the amount paid by Tenant for the prior Lease Year, excluding Property Taxes. In the event that Landlord does not contest increases in Property Taxes, Tenant shall have the right to contest any such increase and shall keep Landlord informed of the steps being taken. Landlord agrees to cooperate fully with Tenant in prosecuting any appeal taken by Tenant as a result of such increase, at no cost or expense to Landlord. To the extent Tenant obtains any reduction as a result of such contest and to the extent such reduction is not applied to Tenant's Proportionate Share of responsibility for such taxes, Tenant shall have the right to recoup from time future installments of Base Rent and Base Rent Adjustment all reasonable costs and expenses, including reasonable attorney fees, incurred by Tenant in connection with such contest, provided the same shall not exceed the amount of the reduction in Property Taxes resulting therefrom and further provided and on the condition that Tenant supply documentation in reasonable detail of such costs and expenses. Commencing November 1, 2007, Tenant shall pay, in addition to time Tenant's regular monthly rent, one-twelfth (1/12th) of Tenant's pro-rata share of any estimated Comparison Year Building Cost increase over the Base Year Building Costs. Certain variable expenses such as water, electric, trash, and janitorial costs shall be allocated based on occupied square footage or actual expenses if they can be separately determined. The Building property taxes and insurance premiums for the calendar year and the operating costs of the Building for the calendar year in accordance which this Lease commences (2006) shall be considered the "Base Year" Building Costs. Property taxes, insurance premiums and operating costs of the Building for each subsequent year of the lease term shall be considered "Comparison Year" Building Costs. The Building Costs shall be based on an accrual basis and shall be determined by taking into account all maintenance and management costs directly attributable to the Building, including building superintendents, all labor costs involved in the operation and maintenance of the Building, utilities (water, sewer, natural gas, electricity), costs of August 10, 2006 Landlord JCO Tenant GC supplies used in the Building, and all other costs which can properly be considered expenses of operating but excluding property additions and capital improvements, alterations for tenants, depreciation, interest, income taxes, lease commissions, asbestos-related and/or hazardous substance abatement, administrative costs not specifically incurred in the operation of the Building. To determine the Tenant's share of the increase with respect to the above expenses, if any, the Base Year operating costs shall be subtracted from the applicable Comparison Year costs and the remainder, if positive, shall be divided by the total Building rentable square footage. The resulting quotient shall be multiplied by the Tenant's total rentable square footage to determine the Tenant's share of the increase in Building Costs. Landlord shall give to Tenant on or before the first (1st) day of the fourth (4th) month following provisions: each Comparison Year a statement of the increase in Base Rent or other payment payable by Tenant hereunder, but failure by Landlord to give such statement by said date shall not constitute a waiver by Landlord of its right to require an increase in the Base Rent or other payment. Upon receipt of the statement for the first (a1st) Comparison Year, Tenant shall pay in full the total amount of any increase due for the first (1st) Comparison Year in excess of the estimated Comparison Year Building Costs previously paid to Landlord. In addition, the amount of any such increase shall be used as an estimate of Building Costs for the then current Comparison Year and this amount shall be divided into twelve (12) equal monthly installments and Tenant shall pay to Landlord as an adjustment to Rentcurrently with the regular monthly rent payment next due following the receipt of such statement, an amount equal to one (1) monthly installment multiplied by the excess number of months from the first (the “Excess”1st) from time to time of total annual Operating Expenses per square foot of Rentable Area of the Premises, as Grossed-Up, over and above the Expense Stop. The Excess shall be obtained by multiplying (i) the difference between the annual Operating Expense per square foot of Rentable Area month in the Premises and lease year in which said statement is submitted through the Expense Stopmonth of such payment. Subsequent installments, by (ii) the total Rentable Area of the Premises as set forth in Section 1.15. Such amount shall be paid in advance in monthly installments based on the same dates as Base Rent is due and payable hereunder based on Landlord’s notice delivered to Tenant from time to time setting forth Landlord’s good faith estimate of the Operating Expenses for the current calendar yearComparison Year, shall be payable concurrently with the regular monthly Base Rent payments for the balance of that Comparison Year and shall continue until the next Comparison Year's statement is rendered. Landlord shall have If the right to adjust such amount no more than once second or any succeeding Comparison Year results in a year to reflect any changes greater increase in Landlord’s estimate Building Costs, then upon receipt of Operating Expenses. (b) By April 1 of each calendar year during the Lease Term, or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement (“Actual Statement”) of from Landlord’s annual Operating Expenses, as Grossed-Up, for the previous calendar year. If for any calendar year the amounts collected from Tenant for the prior year, as a result of Landlord’s estimate of Operating Expenses, exceeds the amount of the Excess actually due during such prior year, then Landlord shall refund to Tenant any overpayment (or at Landlord’s option, apply such amount against Rent due or to become due hereunder). Likewise, Tenant shall pay a lump sum equal to the Tenant's share of such total increase in Building Costs over the Base Year less the total of the monthly installments of estimated increases paid in the previous Comparison Year, and the estimated monthly installments to be paid for the next Comparison Year following said Comparison Year shall be adjusted to reflect such increase. If in any Comparison Year the Tenant's share of Building Costs is less than the preceding Comparison Year, then upon receipt of Landlord, on demand's statement, any underpayment overpayment made by Tenant on the monthly installment basis provided above shall be a credit to the succeeding month's Base Rent payment or payments as the same become due and the estimated monthly installments of Building Costs to be paid for the next Comparison Year shall be adjusted to reflect such lower Building Costs for the preceding Comparison Year. Landlord's accountant shall prepare the determination of Building Costs per square foot and/or Landlord may employ other authorized representatives as with respect to the prior year. (c) In the event of any good faith dispute as to the amount of the Excess as set forth in the statement of actual Operating Expenses, Tenant shall have the right, no more frequently than once per calendar year, after reasonable notice to Landlord such year and at reasonable times, to inspect and photocopy Landlord’s Operating Expenses records at Landlord’s offices. If, after such inspection and photocopy, Tenant continues, in good faith, to dispute the amount of the Excess as set forth in said statement, Tenant their determination shall be entitled not later than one (1) year following Tenant’s receipt of an Actual Statement to retain a national, independent, certified public accountant who final and conclusive on both parties. The space occupied by the Tenant hereunder is not contracted on a contingency fee basis and is mutually acceptable to Landlord and Tenant to audit Landlord’s Operating Expenses records with respect to the calendar year covered by Actual Statement to determine the proper amount of the Excess14,659 rentable square feet. Landlord shall be entitled to review the results of such audit promptly after completion of same. If such audit proves that Landlord has overcharged Tenant, then within fifteen (15) days after the results at all times maintain accurate records of the audit are Building Costs. Said records shall be made available to the Tenant at the Landlord's August 10, 2006 Landlord shall credit JCO Tenant the amount GC management offices for a period of such overcharge toward the payments of Base Rent and Additional Rent next coming due under this Lease. If the results of such audit prove that Landlord has undercharged Tenant, then within fifteen (15) days after the results of the audit are made available to Tenant, Tenant shall pay to Landlord the amount of any such undercharge. Tenant agrees to pay the cost of such audit, provided that Landlord shall reimburse Tenant the amount of such cost if the results of such audit prove that Landlord’s determination of the Excess (as set forth in the Actual Statement) was in error by more no less than six percent (6%). If Tenant does not request an audit in accordance with the provisions of this Section 6(c) within one (1) year after Tenant’s receipt of an Actual Statement, such Actual Statement shall be conclusively binding upon Tenant. Landlord shall be required to maintain records of all Operating Expenses for three (3) years following the issuance of the Operating Expense statement for such Operating Expenses. The payment Comparison Years upon ten (10) business days' prior written notification by Tenant of any amounts pursuant to this Article shall not preclude Tenant from questioning the correctness of any such statementTenant.

Base Rent Adjustment. The Base Rent payable hereunder shall be adjusted upward from time to time in accordance with the following provisions: (a) Tenant shall pay to Landlord as an adjustment to Rent, an amount equal to the excess (the “"Excess”") from time to -to time of total annual Operating Operating. Expenses per square foot of Rentable Area of the Premises, as Grossed-Up, over and above the Expense Stop. The Excess shall be obtained by multiplying (i1) the difference between amount, if array, by which the annual Operating Expense per square foot of Rentable Area in the Premises and exceeds the Expense Stop, by (ii) the total Rentable Area of the Premises as set forth in Section 1.15. Such amount shall be paid in advance in monthly installments on an the same saga: dates as Base Rent is due and payable payable' hereunder based on an Landlord’s 's notice delivered to Tenant from time timer; to time setting forth Landlord’s 's good faith estimate of the Operating Expenses for the current calendar year. Landlord shall have the right to adjust such amount no more than once a year to reflect any changes in Landlord’s Landlords estimate of Operating Expenses. (b) By April 1 l of each calendar year during the Lease Term, or as soon thereafter as practicablepracticable but no later than May 1, Landlord shall furnish to Tenant a statement (“"Actual Statement”") of Landlord’s 's annual Operating Expenses, as Grossed-Grossed Up, for the previous calendar year. If for any calendar year the amounts collected from Tenant for the prior year, as a result of Landlord’s 's estimate of Operating Expenses, exceeds the amount of the Excess actually due during such prior year, then Landlord shall refund to Tenant any overpayment (or at Landlord’s 's option, apply such amount against Rent due or to become due hereunder). Likewise, Tenant shall pay to Landlord, on demand, any underpayment with respect to the prior year. (c) In the event of any good faith dispute as to the amount of the Excess as set forth in the statement of actual Operating Expenses, Tenant shall have the right, no more frequently than once per calendar year, after reasonable notice to Landlord and at reasonable times, to inspect and photocopy Landlord’s 's Operating Expenses records at Landlord’s 's offices. If, after such inspection and photocopy, Tenant continues, in good faith, to dispute the amount of the Excess as set forth in said statement, . Tenant shall be entitled not later hater than one (1) year following Tenant’s 's receipt of an Actual Statement to retain a national, independent, certified public accountant who is not contracted on a contingency fee basis and is mutually acceptable to Landlord and Tenant to audit Landlord’s 's Operating Expenses records with respect to the . calendar year yea covered by Actual Statement to determine the proper amount of the Excess. Landlord shall be entitled to review the results of such audit promptly after completion of same. If the results of such audit proves prove that Landlord has overcharged Tenant, then within fifteen (15) days after the results of the audit are made available to Landlord, Landlord shall credit Tenant the amount of such overcharge toward the payments of Base Rent and Additional Rent next coming due under this Lease. If the results of such audit prove proves that Landlord has undercharged Tenant, then within fifteen (15) days after the results of the audit are made available to Tenant, Tenant shall pay to to-Landlord the amount of any such undercharge. Tenant agrees to pay the cost of such audit, provided that Landlord shall reimburse Tenant the amount of such cost if the results of such audit prove that Landlord’s 's determination of the Excess Operating Expenses (as set forth in the Actual Statement) was in error by more than six five percent (65%). If Tenant does not request an audit in accordance with the provisions of this Section 6(c) within one (1) year after Tenant’s 's receipt of an Actual Statement, such Actual Statement shall be conclusively binding upon Tenant. Tenant Landlord shall be required to maintain records of all Operating Expenses for three (3) years following the issuance of the fire Operating Expense statement for such Operating Expenses. The payment by Tenant of any amounts pursuant to this Article shall not preclude Tenant from questioning the correctness of any such statement..l