Common use of Building Taxes and Building Operating Expenses Clause in Contracts

Building Taxes and Building Operating Expenses. From and after January 1, 1999, during the term of this Lease, Lessee shall pay to Lessor, as additional rent and without deduction or offset, Lessee's percentage share set forth in Article x.x. ("Lessee's Percentage Share") of the amount (if any) by which the sum of annual "Building Taxes" and "Building Operating Expenses" (as such terms are defined below) for each year during the Term exceed the Base Expenses amount set forth in Article l.k. above (the amount of such excess is referred to herein as the "Excess Expenses"); provided, however, that notwithstanding anything to the contrary contained in the following provisions, Lessee shall not be responsible for payment of Excess Expenses with respect to the calendar year 1999 until the reconciliation of actual Building Taxes and Building Operating Expenses for such year to the Base Expenses amount, at which time Excess Expenses for the calendar year 1999 shall be due by lump sum payment from Lessee to Lessor within thirty (30) days following Lessor's delivery to Lessee of "Lessor's Statement" (as hereinafter defined) with respect to the calendar year 1999. Lessee's Percentage Share shall be determined by dividing the Rentable Area of the Premises by the total Rentable Area in the Building. Lessee's Percentage Share shall be subject to an equitable adjustment upon a condemnation, sale by Lessor of part of the Building, reconstruction after damage or destruction or expansion or reduction of the areas within the Building. Lessee's Percentage Share of Excess Expenses shall be payable during the Term in equal monthly installments on the first day of each month in advance, without deduction, offset or prior demand. At any time during the Term after the expiration of the calendar year 1999, Lessor may give Lessee notice of Lessor's estimate of the Excess Expenses for the current calendar year. An amount equal to one twelfth (1/12) of Lessee's Percentage Share of the estimated Excess Expenses shall be payable monthly by Lessee as aforesaid, commencing on the first day of the calendar month following thirty (30) days written notice and continuing until receipt of any notice of adjustment from Lessor given pursuant to this paragraph. Until notice of the estimated Excess Expenses for a subsequent calendar year is delivered to Lessee, Lessee shall continue to pay its Percentage Share of Excess Expenses on the basis of the prior year's estimate. Lessor may at any time during the Term adjust estimates of the Excess Expenses to reflect current expenditures and following Lessor's written notice to Lessee of such revised estimate, subsequent payments by Lessee shall be based upon such revised estimate. If the Commencement Date is on a date other than the first day of a calendar year, the amount of the Excess Expenses payable by Lessee in such calendar year shall be prorated based upon a fraction, the numerator of which is the number of days from the Commencement Date to the end of the calendar year in which the Commencement Date falls, and the denominator of which is three hundred sixty (360). Within one hundred twenty (120) days after the end of each calendar year during the Term or as soon thereafter as practicable, Lessor will furnish to Lessee a statement ("Lessor's Statement") setting forth in reasonable detail the actual Building Taxes and Building Operating Expenses paid or incurred by Lessor during the preceding year and the amount of the Excess Expenses (if any), and thereupon within thirty (30) days an adjustment will be made by Lessee's payment to Lessor or credit to Lessee by Lessor against the Excess Expenses next becoming due from Lessee (or in the event the Lease has terminated and Lessee has satisfied all remaining obligations under the Lease, a reimbursement by Lessor to Lessee), as the case may require, to the end that Lessor shall receive the entire amount of Lessee's Percentage Share of Excess Expenses for such calendar year and no more. If, based on Lessor's Statement a payment from Lessee is required, Lessee shall not have the right to withhold or defer such payment pending a review of Lessor's books and records pursuant to the following paragraph or the resolution of any dispute relating to Excess Expenses. If the Expiration Date is on a day other than the last day of a calendar year, the amount of Excess Expenses payable by Lessee for the calendar year in which Lease Termination falls shall be prorated on the basis which the number of days from the commencement of such calendar year to and including such Expiration Date bears to three hundred sixty (360). The termination of this Lease shall not affect the obligations of Lessor and Lessee pursuant to this Article 7. In the event that the sum of Building Taxes and Building Operating Expenses for any calendar year are less than Base Expenses, Lessee shall not receive a credit against any Rent payable hereunder as a result thereof. Within sixty (60) days after Lessee receives a statement of actual Building Taxes and Building Operating Expenses paid or incurred for a calendar year, Lessee shall have the right, upon written demand and reasonable notice, to inspect Lessor's books and records relating to the Excess Expenses for the calendar year covered by Lessor's Statement for the purpose of verifying the amount set forth in such statement. Such inspection shall be made during Lessor's normal business hours, at the place where such books and records are customarily maintained by Lessor. In no event may any such inspection be performed by a person or entity being compensated on a contingency fee basis or based upon a share of any refund obtained by Lessee. Information obtained by such inspection shall be kept in the strictest confidence by Lessee. Unless Lessee asserts in writing a specific error within ninety (90) days following Lessee's receipt of Lessor's Statement, the amounts set forth in Lessor's Statement shall be conclusively deemed correct and binding on Lessee. Lessor shall refund to Lessee any overpayment of Excess Expenses which is determined to have been made by Lessee. In addition, if it is determined that Lessor has overstated the sum of actual Building Taxes and Building Operating Expenses for a particular calendar year by more than five percent (5%) and such overstatement results in Lessor owing a reimbursement to Lessee of more than Five Hundred Dollars ($500.00), then Lessor shall also reimburse Lessee's reasonable third-party out of pocket expenses incurred in conducting such inspection), within thirty (30) days following Lessee's submission to Lessor of reasonable evidence of such expenses.

Building Taxes and Building Operating Expenses. From and after January 1, 1999, during the term of this Lease, Lessee shall pay to Lessor, as additional rent and without deduction or offset, Lessee's ’s percentage share set forth in Article x.x1.j. ("“Lessee's ’s Percentage Share"”) of the amount (if any) by which the sum of annual "“Building Taxes" ” and "“Building Operating Expenses" ” (as such terms are defined below) for each year during the Term exceed the Base Expenses amount set forth in Article l.k). above (the amount of such excess is referred to herein as the "Excess Expenses"); provided, however, that notwithstanding anything to the contrary contained in the following provisions, Lessee shall not be responsible for payment of Excess Expenses with respect to the calendar year 1999 until the reconciliation of actual Building Taxes and Building Operating Expenses for such year are collectively referred to the Base Expenses amount, at which time Excess Expenses for the calendar year 1999 shall be due by lump sum payment from Lessee to Lessor within thirty (30) days following Lessor's delivery to Lessee of "Lessor's Statement" (herein as hereinafter defined) with respect to the calendar year 1999“Building Expenses”. Lessee's ’s Percentage Share shall be determined by dividing the Rentable Area of the Premises by the total Rentable Area in the Building. Lessee's ’s Percentage Share shall be subject to an equitable adjustment upon a condemnation, sale by Lessor of part of the Building, reconstruction after damage or destruction or expansion or reduction of the areas within the Building. Lessee's ’s Percentage Share of Excess Building Expenses shall be payable during the Term in equal monthly installments on the first day of each month in advance, without deduction, offset or prior demand. At any time during the Term after the expiration of the calendar year 1999Term, Lessor may give Lessee notice of Lessor's ’s estimate of the Excess Building Expenses for the current calendar year. An amount equal to one twelfth (1/12) of Lessee's ’s Percentage Share of the estimated Excess Building Expenses shall be payable monthly by Lessee as aforesaid, commencing on the first day of the calendar month following thirty (30) days written notice and continuing until receipt of any notice of adjustment from Lessor given pursuant to this paragraph. Until notice of the estimated Excess Building Expenses for a subsequent calendar year is delivered to Lessee, Lessee shall continue to pay its Percentage Share of Excess Building Expenses on the basis of the prior year's ’s estimate. Lessor may at any time during the Term adjust estimates of the Excess Building Expenses to reflect current expenditures and following Lessor's ’s written notice to Lessee of such revised estimate, subsequent payments by Lessee shall be based upon such revised estimate. If the Commencement Date is on a date other than the first day of a calendar year, the amount of the Excess Building Expenses payable by Lessee in such calendar year shall be prorated based upon a fraction, the numerator of which is the number of days from the Commencement Date to the end of the calendar year in which the Commencement Date falls, and the denominator of which is three hundred sixty (360). Within one hundred twenty (120) days after the end of each calendar year during the Term or as soon thereafter as practicable, Lessor will furnish to Lessee a statement ("“Lessor's ’s Statement"”) setting forth in reasonable detail the actual Building Taxes and Building Operating Expenses paid or incurred by Lessor during the preceding year and the amount of the Excess Expenses (if any)year, and thereupon within thirty ten (3010) days an adjustment will be made by Lessee's ’s payment to Lessor or credit to Lessee by Lessor against the Excess Building Expenses next becoming due from Lessee (or in the event the Lease has terminated and Lessee has satisfied all remaining obligations under the Lease, a reimbursement by Lessor to Lessee), as the case may require, to the end that Lessor shall receive the entire amount of Lessee's ’s Percentage Share of Excess Building Expenses for such calendar year and no more. If, based on Lessor's ’s Statement a payment from Lessee is required, Lessee shall not have the right to withhold or defer such payment pending a review of Lessor's ’s books and records pursuant to the following paragraph or the resolution of any dispute relating to Excess Building Expenses. If the Expiration Date is on a day other than the last day of a calendar year, the amount of Excess Building Expenses payable by Lessee for the calendar year in which Lease Termination falls shall be prorated on the basis which the number of days from the commencement of such calendar year to and including such Expiration Date bears to three hundred sixty (360). The termination of this Lease shall not affect the obligations of Lessor and Lessee pursuant to this Article 7. In the event that the sum of Building Taxes and Building Operating Expenses for any calendar year are less than Base Expenses, Lessee shall not receive a credit against any Rent payable hereunder as a result thereof. Within sixty ninety (6090) days after Lessee receives a statement of actual Building Taxes and Building Operating Expenses paid or incurred for a calendar year, Lessee (and any of its agents, employees, consultants, contractors or representatives) shall have the right, upon written demand and reasonable notice, to inspect Lessor's ’s books and records relating to the Excess such Building Expenses for the calendar year covered by Lessor's ’s Statement for the purpose of verifying the amount set forth in such statement. Such inspection shall be made during Lessor's ’s normal business hours, at the place where such books and records are customarily maintained by Lessor. In no event may any such inspection be performed by a person or entity being compensated on a contingency fee basis or based upon a share of any refund obtained by Lessee. Information obtained by such inspection shall be kept in the strictest confidence by Lessee. Unless Lessee asserts in writing a specific error within ninety one hundred eighty (90180) days following Lessee's ’s receipt of Lessor's ’s Statement, the amounts set forth in Lessor's ’s Statement shall be conclusively deemed correct and binding on Lessee. If it is determined that Lessor has overstated the sum of actual Building Taxes and Building Operating Expenses for a particular calendar year, then Lessee shall refund be entitled to Lessee a credit against its rental obligations next thereafter coming due under this Lease in the amount of any overpayment of Excess Expenses which by Lessee (except that if such overpayment is determined to have been made by after the expiration of the Term and satisfaction of Lessee. In ’s remaining obligations under this Lease, then Lessor shall promptly refund any such overpayment to Lessee), and, in addition, if it is determined that Lessor has overstated the sum of actual Building Taxes and Building Operating Expenses for a particular calendar year by more than five percent (5%) and such overstatement results in Lessor owing a reimbursement to Lessee of more than Five Hundred Dollars ($500.00), then Lessor shall also reimburse Lessee's ’s reasonable third-party out of pocket expenses incurred in conducting such inspection), within thirty (30) days following Lessee's ’s submission to Lessor of reasonable evidence of such expenses.

Building Taxes and Building Operating Expenses. From The parties hereby acknowledge that certain “Building Expenses” (as hereinafter defined) relate only to certain elements of the Building, and after January 1that other Building Expenses relate to the entire Building. Accordingly, 1999Lessor shall have the right to reasonably establish cost pools for the components of Building Expenses relating only to certain elements of the Building, during and for Building Expenses relating to the term entire Building, and to reasonably in good faith allocate Building Expenses among such cost pools. Without limiting the generality of this Leasethe foregoing, Lessor has established such cost pools to allocate Building Expenses between the office use portions of the Building (the “Office Cost Pool”) and the retail/service/commercial uses of the Building (the “Retail Cost Pool”). Lessee shall pay to Lessor, as additional rent and without deduction or offset, from and after the Commencement Date, Lessee's ’s percentage share set forth in Article x.x1.j. ("“Lessee's ’s Percentage Share"”) of the amount (if any) by which the sum of annual "“Building Taxes" ” and "“Building Operating Expenses" ” (as such terms are defined below) for each year during the Term exceed the Base Expenses amount set forth in Article l.k. above (the amount of such excess is referred to herein as the "Excess Expenses"); provided, however, that notwithstanding anything allocated to the contrary contained in the following provisions, Lessee shall not be responsible for payment of Excess Expenses with respect to the calendar year 1999 until the reconciliation of actual Office Cost Pool. Building Taxes and Building Operating Expenses for such year are collectively referred to herein as “Building Expenses.” Lessee’s Percentage Share of Building Expenses allocated to the Base Expenses amount, at which time Excess Expenses for the calendar year 1999 shall be due by lump sum payment from Lessee to Lessor within thirty (30) days following Lessor's delivery to Lessee of "Lessor's Statement" (as hereinafter defined) with respect to the calendar year 1999. Lessee's Percentage Share Office Cost Pool shall be determined by dividing the Rentable Area of the Premises by the total Rentable Area in the BuildingBuilding devoted to office use. Lessee's ’s Percentage Share shall be subject to an equitable adjustment upon a condemnation, sale by Lessor of part of the Building, reconstruction after damage or destruction or expansion or reduction of the areas within the BuildingBuilding devoted to office use. Lessee's ’s Percentage Share of Excess Building Expenses allocated to the Office Cost Pool shall be payable during the Term in equal monthly installments on the first day of each month in advance, without deduction, offset or prior demand. At any time during the Term after the expiration of the calendar year 1999Term, Lessor may give Lessee notice of Lessor's ’s estimate of the Excess Building Expenses allocated to the Office Cost Pool for the current calendar year. An amount equal to one twelfth (1/12) of Lessee's ’s Percentage Share of the estimated Excess Building Expenses allocated to the Office Cost Pool shall be payable monthly by Lessee as aforesaid, commencing on the first day of the calendar month following thirty (30) days written notice and continuing until receipt of any notice of adjustment from Lessor given pursuant to this paragraph. Until notice of the estimated Excess Building Expenses allocated to the Office Cost Pool for a subsequent calendar year is delivered to Lessee, Lessee shall continue to pay its Percentage Share of Excess Building Expenses allocated to the Office Cost Pool on the basis of the prior year's ’s estimate. Lessor may at any time during the Term adjust estimates of the Excess Building Expenses allocated to the Office Cost Pool to reflect current expenditures and following Lessor's ’s written notice to Lessee of such revised estimate, subsequent payments by Lessee shall be based upon such revised estimate. If the Commencement Date is on a date other than the first day of a calendar year, the amount of the Excess Building Expenses allocated to the Office Cost Pool payable by Lessee in such calendar year shall be prorated based upon a fraction, the numerator of which is the number of days from the Commencement Date to the end of the calendar year in which the Commencement Date falls, and the denominator of which is three hundred sixty (360). Within one hundred twenty (120) days after the end of each calendar year during the Term or as soon thereafter as practicable, Lessor will furnish to Lessee a statement ("“Lessor's ’s Statement"”) setting forth in reasonable detail the actual Building Taxes and Building Operating Expenses allocated to the Office Cost Pool paid or incurred by Lessor during the preceding year and the amount of the Excess Expenses (if any)year, and thereupon within thirty (30) days an adjustment will be made by Lessee's ’s payment to Lessor or credit to Lessee by Lessor against the Excess Building Expenses allocated to the Office Cost Pool next becoming due from Lessee (or in if at the event end of the Lease has terminated and Lessee has satisfied all remaining obligations under the Lease, a reimbursement Term shall be credited by Lessor payment directly to Lessee), as the case may require, to the end that Lessor shall receive the entire amount of Lessee's ’s Percentage Share of Excess Building Expenses allocated to the Office Cost Pool for such calendar year and no more. If, based on Lessor's ’s Statement a payment from Lessee is required, Lessee shall not have the right to withhold or defer such payment pending a review of Lessor's ’s books and records pursuant to the following paragraph or the resolution of any dispute relating to Excess ExpensesBuilding Expenses allocated to the Office Cost Pool. If the Expiration Date is on a day other than the last day of a calendar year, the amount of Excess Building Expenses allocated to the Office Cost Pool payable by Lessee for the calendar year in which Lease Termination falls shall be prorated based on the basis which the number of days from in the commencement of such calendar year to and including such Expiration Date bears to three hundred sixty (360)year. The termination of this Lease shall not affect the obligations of Lessor and Lessee pursuant to this Article 7. In the event that the sum of Building Taxes and Building Operating Expenses for any calendar year are less than Base Expenses, Lessee shall not receive a credit against any Rent payable hereunder as a result thereof. Within sixty (60) days after Lessee receives a statement of actual Building Taxes and Building Operating Expenses allocated to the Office Cost Pool paid or incurred for a calendar year, Lessee shall have the right, upon written demand and reasonable notice, to inspect Lessor's ’s books and records relating to such Building Expenses allocated to the Excess Expenses Office Cost Pool for the calendar year covered by Lessor's ’s Statement for the purpose of verifying the amount set forth in such statement. Such inspection shall be made during Lessor's ’s normal business hours, at the place where such books and records are customarily maintained by Lessor. In no event may any such inspection be performed by a person or entity being compensated on a contingency fee basis or based upon a share of any refund obtained by Lessee. Information obtained by such inspection shall be kept in the strictest confidence by Lessee. Unless Lessee asserts in writing a specific error within ninety one hundred and twenty (90120) days following Lessee's ’s receipt of Lessor's ’s Statement, the amounts set forth in Lessor's ’s Statement shall be conclusively deemed correct and binding on Lessee. Lessor shall refund to Lessee any overpayment of Excess Building Expenses allocated to the Office Cost Pool which is determined to have been made by Lessee. In addition, if it is determined that Lessor has overstated the sum of actual Building Taxes and Building Operating Expenses allocated to the Office Cost Pool for a particular calendar year by more than five percent (5%) and such overstatement results in Lessor owing a reimbursement to Lessee of more than Five Hundred Thousand Dollars ($500.005,000.00), then Lessor shall also reimburse Lessee's ’s reasonable third-party out of pocket expenses incurred in conducting such inspection), within thirty (30) days following Lessee's ’s submission to Lessor of reasonable evidence of supporting such third-party expenses.

Building Taxes and Building Operating Expenses. From and after January 1, 1999, during the term of this Lease, Lessee shall pay to Lessor, as additional rent and without deduction or offset, Lessee's ’s percentage share set forth in Article x.x1.j. ("“Lessee's ’s Percentage Share"”) of the amount (if any) by which the sum of annual "“Building Taxes" ” and "“Building Operating Expenses" ” (as such terms are defined below) for each year during the Term exceed the Base Expenses amount set forth in Article l.k). above (the amount of such excess is referred to herein as the "Excess Expenses"); provided, however, that notwithstanding anything to the contrary contained in the following provisions, Lessee shall not be responsible for payment of Excess Expenses with respect to the calendar year 1999 until the reconciliation of actual Building Taxes and Building Operating Expenses for such year are collectively referred to the Base Expenses amount, at which time Excess Expenses for the calendar year 1999 shall be due by lump sum payment from Lessee to Lessor within thirty (30) days following Lessor's delivery to Lessee of "Lessor's Statement" (herein as hereinafter defined) with respect to the calendar year 1999“Building Expenses”. Lessee's ’s Percentage Share shall be determined by dividing the Rentable Area of the Premises by the total Rentable Area in the Building. Lessee's ’s Percentage Share shall be subject to an equitable adjustment upon a condemnation, sale by Lessor of part of the Building, reconstruction after damage or destruction or expansion or reduction of the areas within the Building. Lessee's ’s Percentage Share of Excess Building Expenses shall be payable during the Term in equal monthly installments on the first day of each month in advance, without deduction, offset or prior demand. At any time during the Term after the expiration of the calendar year 1999Term, Lessor may give Lessee notice of Lessor's ’s estimate of the Excess Building Expenses for the current calendar year. An amount equal to one twelfth (1/12) of Lessee's ’s Percentage Share of the estimated Excess Building Expenses shall be payable monthly by Lessee as aforesaid, commencing on the first day of the calendar month following thirty (30) days written notice and continuing until receipt of any notice of adjustment from Lessor given pursuant to this paragraph. Until notice of the estimated Excess Building Expenses for a subsequent calendar year is delivered to Lessee, Lessee shall continue to pay its Percentage Share of Excess Building Expenses on the basis of the prior year's ’s estimate. Lessor may at any time during the Term adjust estimates of the Excess Building Expenses to reflect current expenditures and following Lessor's ’s written notice to Lessee of such revised estimate, subsequent payments by Lessee shall be based upon such revised estimate. If the Commencement Date is on a date other than the first day of a calendar year, the amount of the Excess Building Expenses payable by Lessee in such calendar year shall be prorated based upon a fraction, the numerator of which is the number of days from the Commencement Date to the end of the calendar year in which the Commencement Date falls, and the denominator of which is three hundred sixty (360). Within one hundred twenty (120) days after the end of each calendar year during the Term or as soon thereafter as practicable, Lessor will furnish to Lessee a statement ("“Lessor's ’s Statement"”) setting forth in reasonable detail the actual Building Taxes and Building Operating Expenses paid or incurred by Lessor during the preceding year and the amount of the Excess Expenses (if any)year, and thereupon within thirty ten (3010) days an adjustment will be made by Lessee's ’s payment to Lessor or credit to Lessee by Lessor against the Excess Building Expenses next becoming due from Lessee (or in the event the Lease has terminated and Lessee has satisfied all remaining obligations under the Lease, a reimbursement by Lessor to Lessee), as the case may require, to the end that Lessor Lessor’s shall receive the entire amount of Lessee's ’s Percentage Share of Excess Building Expenses for such calendar year and no more. If, based on Lessor's ’s Statement a payment from Lessee is required, Lessee shall not have the right to withhold or defer such payment pending a review of Lessor's ’s books and records pursuant to the following paragraph or the resolution of any dispute relating to Excess Building Expenses. If the Expiration Date is on a day other than the last day of a calendar year, the amount of Excess Building Expenses payable by Lessee for the calendar year in which Lease Termination falls shall be prorated on the basis which the number of days from the commencement of such calendar year to and including such Expiration Date bears to three hundred sixty (360). The termination of this Lease shall not affect the obligations of Lessor and Lessee pursuant to this Article 7. In the event that the sum of Building Taxes and Building Operating Expenses for any calendar year are less than Base Expenses, Lessee shall not receive a credit against any Rent payable hereunder as a result thereof. Within sixty (60) days after Lessee receives a statement of actual Building Taxes and Building Operating Expenses paid or incurred for a calendar year, Lessee shall have the right, upon written demand and reasonable notice, to inspect Lessor's ’s books and records relating to the Excess such Building Expenses for the calendar year covered by Lessor's ’s Statement for the purpose of verifying the amount set forth in such statement. Such inspection shall be made during Lessor's ’s normal business hours, at the place where such books and records are customarily maintained by Lessor. In no event may any such inspection be performed by a person or entity being compensated on a contingency fee basis or based upon a share of any refund obtained by Lessee. Information obtained by such inspection shall be kept in the strictest confidence by Lessee. Unless Lessee asserts in writing a specific error within ninety (90) days following Lessee's ’s receipt of Lessor's ’s Statement, the amounts set forth in Lessor's ’s Statement shall be conclusively deemed correct and binding on Lessee. Lessor shall refund to Lessee any overpayment of Excess Expenses which is determined to have been made by Lessee. In addition, if it is determined that Lessor has overstated the sum of actual Building Taxes and Building Operating Expenses for a particular calendar year by more than five percent (5%) and such overstatement results in Lessor owing a reimbursement to Lessee of more than Five Hundred Dollars ($500.00), then Lessor shall also reimburse Lessee's reasonable third-party out of pocket expenses incurred in conducting such inspection), within thirty (30) days following Lessee's submission to Lessor of reasonable evidence of such expenses.

Building Taxes and Building Operating Expenses. From and after January 1, 1999, during the term of this Lease, Lessee shall pay to Lessor, as additional rent and without deduction or offset, Lessee's ’s percentage share set forth in Article x.x1.j. ("“Lessee's ’s Percentage Share"”) of the amount (if any) by which the sum of annual "“Building Taxes" ” and "“Building Operating Expenses" ” (as such terms are defined below) for each year during the Term exceed the Base Expenses amount set forth in Article l.k). above (the amount of such excess is referred to herein as the "Excess Expenses"); provided, however, that notwithstanding anything to the contrary contained in the following provisions, Lessee shall not be responsible for payment of Excess Expenses with respect to the calendar year 1999 until the reconciliation of actual Building Taxes and Building Operating Expenses for such year are collectively referred to the Base Expenses amount, at which time Excess Expenses for the calendar year 1999 shall be due by lump sum payment from Lessee to Lessor within thirty (30) days following Lessor's delivery to Lessee of "Lessor's Statement" (herein as hereinafter defined) with respect to the calendar year 1999“Building Expenses”. Lessee's ’s Percentage Share shall be determined by dividing the Rentable Area of the Premises by the total Rentable Area in the Building. Lessee's ’s Percentage Share shall be subject to an equitable adjustment upon a condemnation, sale by Lessor of part of the Building, reconstruction after damage or destruction or expansion or reduction of the areas within the Building. Lessee's ’s Percentage Share of Excess Building Expenses shall be payable during the Term in equal monthly installments on the first day of each month in advance, without deduction, offset or prior demand. At any time during the Term after the expiration of the calendar year 1999Term, Lessor may give Lessee notice of Lessor's ’s estimate of the Excess Building Expenses for the current calendar year. An amount equal to one twelfth (1/12) of Lessee's ’s Percentage Share of the estimated Excess Building Expenses shall be payable monthly by Lessee as aforesaid, commencing on the first day of the calendar month following thirty (30) days written notice and continuing until receipt of any notice of adjustment from Lessor given pursuant to this paragraph. Until notice of the estimated Excess Building Expenses for a subsequent calendar year is delivered to Lessee, Lessee shall continue to pay its Percentage Share of Excess Building Expenses on the basis of the prior year's ’s estimate. Lessor may at any time during the Term adjust estimates of the Excess Building Expenses to reflect current expenditures and following Lessor's ’s written notice to Lessee of such revised estimate, subsequent payments by Lessee shall be based upon such revised estimate. If the Commencement Date is on a date other than the first day of a calendar year, the amount of the Excess Building Expenses payable by Lessee in such calendar year shall be prorated based upon a fraction, the numerator of which is the number of days from the Commencement Date to the end of the calendar year in which the Commencement Date falls, and the denominator of which is three hundred sixty (360). Within one hundred twenty (120) days after the end of each calendar year during the Term or as soon thereafter as practicable, Lessor will furnish to Lessee a statement ("“Lessor's ’s Statement"”) setting forth in reasonable detail the actual Building Taxes and Building Operating Expenses paid or incurred by Lessor during the preceding year and the amount of the Excess Expenses (if any)year, and thereupon within thirty twenty (3020) days an adjustment will be made by Lessee's ’s payment to Lessor (in the event of reconciliation of an underestimate of Building Expenses of fifteen percent (15%) or less) or credit to Lessee by Lessor against the Excess Building Expenses next becoming due from Lessee (or in the event the Lease has terminated and Lessee has satisfied all remaining obligations under the Lease, a reimbursement by Lessor to Lessee), as the case may require, to the end that Lessor shall receive the entire amount of Lessee's ’s Percentage Share of Excess Building Expenses for such calendar year and no more; provided, however, that in the event of a reconciliation of an underestimate of Building Expenses of more than fifteen percent (15%), Lessee shall have the right to pay any such reconciliation amount in three (3) equal monthly installments payable within twenty (20), fifty (50) and eighty (80) days following Lessee’s receipt of the applicable Lessor’s Statement. If, based on Lessor's ’s Statement a payment from Lessee is required, . Lessee shall not have the right to withhold or defer such payment pending a review of Lessor's ’s books and records pursuant to the following paragraph or the resolution of any dispute relating to Excess Building Expenses. If the Expiration Date is on a day other than the last day of a calendar year, the amount of Excess Building Expenses payable by Lessee for the calendar year in which Lease Termination falls shall be prorated on the basis which the number of days from the commencement of such calendar year to and including such Expiration Date bears to three hundred sixty (360). The termination of this Lease shall not affect the obligations of Lessor and Lessee pursuant to this Article 7. In the event that the sum of Building Taxes and Building Operating Expenses for any calendar year are less than Base Expenses, Lessee shall not receive a credit against any Rent payable hereunder as a result thereof. Within sixty (60) days after Lessee receives a statement of actual Building Taxes and Building Operating Expenses paid or incurred for a calendar year, Lessee shall have the right, upon written demand and reasonable notice, to inspect Lessor's ’s books and records relating to the Excess such Building Expenses for the calendar year covered by Lessor's ’s Statement for the purpose of verifying the amount set forth in such statement. Such inspection shall be made during Lessor's ’s normal business hours, at the place where such books and records are customarily maintained by LessorLessor and Lessee shall be granted reasonable access to such books and records as reasonably required to conduct such audit or inspection. In no event may any such inspection be performed by a person or entity being compensated on a contingency fee basis or based upon a share of any refund obtained by Lessee. Information obtained by such inspection shall be kept in the strictest confidence by Lessee. Unless Lessee asserts in writing a specific error within ninety (90) days following Lessee's ’s receipt of Lessor's ’s Statement, the amounts set forth in Lessor's ’s Statement shall be conclusively deemed correct and binding on Lessee. Lessor Any such inspection shall refund to Lessee any overpayment of Excess Expenses which is determined to have been made by be at Lessee. In addition’s sole cost and expense, except that if it is determined pursuant to any such inspection that Lessor has the applicable Lessor’s Statement overstated the sum of actual Building Taxes and Building Operating Expenses for a particular calendar year by more than five ten percent (510%) and such overstatement results in Lessor owing a reimbursement to Lessee of more than Five Hundred Dollars ($500.00), then Lessor shall also reimburse Lessee for Lessee's ’s actual and reasonable third-party out of pocket expenses incurred in conducting the performance of such inspection), inspection within thirty (30) days following Lessee's ’s submission to Lessor of reasonable evidence of the amount of such expenses.

Building Taxes and Building Operating Expenses. From The parties hereby acknowledge that certain “Building Expenses” (as hereinafter defined) relate only to certain elements of the Building, and after January 1that other Building Expenses relate to the entire Building. Accordingly, 1999Lessor shall have the right to establish cost pools for the components of Building Expenses relating only to certain elements of the Building, during and for Building Expenses relating to the term entire Building, and to reasonably in good faith allocate Building Expenses among such cost pools. Without limiting the generality of this Leasethe foregoing, Lessor has established such cost pools to allocate Building Expenses between the office use portions of the Building (the “Office Cost Pool”) and the retail/service/commercial uses of the Building (the “Retail Cost Pool”). Lessee shall pay to Lessor, as additional rent and without deduction or offset, Lessee's ’s percentage share set forth in Article x.x1.j. ("“Lessee's ’s Percentage Share"”) of the amount (if any) by which the sum of annual "“Building Taxes" ” and "“Building Operating Expenses" ” (as such terms are defined below) for each year during the Term exceed the Base Expenses amount set forth in Article l.k. above (the amount of such excess is referred to herein as the "Excess Expenses"); provided, however, that notwithstanding anything allocated to the contrary contained in the following provisions, Lessee shall not be responsible for payment of Excess Expenses with respect to the calendar year 1999 until the reconciliation of actual Office Cost Pool. Building Taxes and Building Operating Expenses for such year are collectively referred to herein as “Building Expenses”. Lessee’s Percentage Share of Building Expenses allocated to the Base Expenses amount, at which time Excess Expenses for the calendar year 1999 shall be due by lump sum payment from Lessee to Lessor within thirty (30) days following Lessor's delivery to Lessee of "Lessor's Statement" (as hereinafter defined) with respect to the calendar year 1999. Lessee's Percentage Share Office Cost Pool shall be determined by dividing the Rentable Area of the Premises by the total Rentable Area in the Building. Building devoted to office use Lessee's ’s Percentage Share shall be subject to an equitable adjustment upon a condemnation, sale by Lessor of part of the Building, reconstruction after damage or destruction or expansion or reduction of the areas within the BuildingBuilding devoted to office use. Lessee's ’s Percentage Share of Excess Building Expenses allocated to the Office Cost Pool shall be payable during the Term in equal monthly installments on the first day of each month in advance, without deduction, offset or prior demand. At any time during the Term after the expiration of the calendar year 1999Term, Lessor may give Lessee notice of Lessor's ’s reasonable estimate of the Excess Building Expenses allocated to the Office Cost Pool for the current calendar year. An amount equal to one twelfth (1/12) of Lessee's ’s Percentage Share of the estimated Excess Building Expenses allocated to the Office Cost Pool shall be payable monthly by Lessee as aforesaid, commencing on the first day of the calendar month following thirty (30) days written notice and continuing until receipt of any notice of adjustment from Lessor given pursuant to this paragraph. Until notice of the estimated Excess Building Expenses allocated to the Office Cost Pool for a subsequent calendar year is delivered to Lessee, Lessee shall continue to pay its Percentage Share of Excess Building Expenses allocated to the Office Cost Pool on the basis of the prior year's ’s estimate. Lessor may at any time during the Term reasonably adjust estimates of the Excess Building Expenses allocated to the Office Cost Pool to reflect current expenditures and following Lessor's ’s written notice to Lessee of such revised estimate, subsequent payments by Lessee shall be based upon such revised estimate. If the Commencement Date is on a date other than the first day of a calendar year, the amount of the Excess Building Expenses allocated to the Office Cost Pool payable by Lessee in such calendar year shall be prorated based upon a fraction, the numerator of which is the number of days from the Commencement Date to the end of the calendar year in which the Commencement Date falls, and the denominator of which is three hundred sixty (360). Within one hundred twenty (120) days after the end of each calendar year during the Term or as soon thereafter as practicable, Lessor will furnish to Lessee a statement ("“Lessor's ’s Statement"”) setting forth in reasonable detail the actual Building Taxes and Building Operating Expenses allocated to the Office Cost Pool paid or incurred by Lessor during the preceding year and the amount of the Excess Expenses (if any)year, and thereupon within thirty twenty (3020) days an adjustment will be made by Lessee's ’s payment to Lessor or credit to Lessee by Lessor against the Excess Building Expenses allocated to the Office Cost Pool next becoming due from Lessee (or in the event the Lease has terminated and Lessee has satisfied all remaining obligations under the Lease, a reimbursement by Lessor to Lessee), as the case may require, to the end that Lessor shall receive the entire amount of Lessee's ’s Percentage Share of Excess Building Expenses allocated to the Office Cost Pool for such calendar year and no more. If, based on Lessor's ’s Statement a payment from Lessee is required, Lessee shall not have the right to withhold or defer such payment pending a review of Lessor's ’s books and records pursuant to the following paragraph or the resolution of any dispute relating to Excess ExpensesBuilding Expenses allocated to the Office Cost Pool. If the Expiration Date is on a day other than the last day of a calendar year, the amount of Excess Building Expenses allocated to the Office Cost Pool payable by Lessee for the calendar year in which Lease Termination falls shall be prorated on the basis which the number of days from the commencement of such calendar year to and including such Expiration Date bears to three hundred sixty (360). The termination of this Lease shall not affect the obligations of Lessor and Lessee pursuant to this Article 7. In the event that the sum of Building Taxes and Building Operating Expenses for any calendar year are less than Base Expenses, Lessee shall not receive a credit against any Rent payable hereunder as a result thereof. Within sixty (60) days after Lessee receives a statement of actual Building Taxes and Building Operating Expenses allocated to the Office Cost Pool paid or incurred for a calendar year, Lessee shall have the right, upon written demand and reasonable notice, to inspect Lessor's ’s books and records relating to such Building Expenses allocated to the Excess Expenses Office Cost Pool for the calendar year covered by Lessor's ’s Statement for the purpose of verifying the amount set forth in such statement. Such inspection shall be made during Lessor's ’s normal business hours, at the place where such books and records are customarily maintained by Lessor. In no event may any such inspection be performed by a person or entity being compensated on a contingency fee basis or based upon a share of any refund obtained by Lessee. Information obtained by such inspection shall be kept in the strictest confidence by Lessee. Unless Lessee asserts in writing a specific error within ninety (90) days following Lessee's ’s receipt of Lessor's ’s Statement, the amounts set forth in Lessor's ’s Statement shall be conclusively deemed correct and binding on Lessee. If such inspection reveals that Lessor has overcharged Lessee, the amount overcharged shall refund be paid to Lessee any overpayment of Excess Expenses which within 30 days after the inspection is determined concluded. If such inspection reveals that Lessor has undercharged Lessee, the amount undercharged shall be paid to have been made by LesseeLessor within 30 days after the inspection is concluded. In addition, if it is determined that Lessor has overstated the sum of actual Building Taxes and Building Operating Expenses for a particular calendar year overcharged Lessee by more than five percent (5%) and such overstatement results in Lessor owing a reimbursement to % of the total amount of the Building Expenses payable by Lessee of more than Five Hundred Dollars ($500.00)under the applicable Lessor’s Statement, then Lessor the cost of the inspection shall also reimburse Lessee's reasonable third-party out of pocket expenses incurred in conducting such inspection), within thirty (30) days following Lessee's submission to Lessor of reasonable evidence of such expensesbe paid by Lessor.

Building Taxes and Building Operating Expenses. From and after January 1, 1999, during the term of this Lease, Lessee shall pay to Lessor, as additional rent and without deduction or offset, Lessee's ’s percentage share set forth in Article x.x1.j. ("“Lessee's ’s Percentage Share"”) of the amount (if any) by which the sum of annual "“Building Taxes" ” and "“Building Operating Expenses" ” (as such terms are defined below) for each year during the Term exceed the Base Expenses amount set forth in Article l.k). above (the amount of such excess is referred to herein as the "Excess Expenses"); provided, however, that notwithstanding anything to the contrary contained in the following provisions, Lessee shall not be responsible for payment of Excess Expenses with respect to the calendar year 1999 until the reconciliation of actual Building Taxes and Building Operating Expenses for such year are collectively referred to the Base Expenses amount, at which time Excess Expenses for the calendar year 1999 shall be due by lump sum payment from Lessee to Lessor within thirty (30) days following Lessor's delivery to Lessee of "Lessor's Statement" (herein as hereinafter defined) with respect to the calendar year 1999. “Building Expenses.” Lessee's ’s Percentage Share shall be determined by dividing the Rentable Area of the Premises by the total Rentable Area in the Building. Lessee's ’s Percentage Share shall be subject to an equitable adjustment upon a condemnation, sale by Lessor of part of the Building, reconstruction after damage or destruction or expansion or reduction of the areas within the Building. Lessee's ’s Percentage Share of Excess Building Expenses shall be payable during the Term Terns in equal monthly installments on the first day of each month in hr advance, without deduction, offset or prior demand. At any time during the Term after the expiration of the calendar year 1999Term, Lessor may give Lessee notice of Lessor's ’s estimate of the Excess Building Expenses for the current calendar year. An amount equal to one twelfth (1/12) of Lessee's ’s Percentage Share of the estimated Excess Building Expenses shall be payable monthly by Lessee as aforesaid, commencing on the first day of the calendar month following thirty (30) days written notice and continuing until receipt of any notice of adjustment from Lessor given pursuant to this paragraph. Until notice of the estimated Excess Building Expenses for a subsequent calendar year is delivered to Lessee, Lessee shall continue to pay its Percentage Share of Excess Building Expenses on the basis of the prior year's ’s estimate. Lessor may at any time during the Term adjust estimates of the Excess Building Expenses to reflect current expenditures and following Lessor's ’s written notice to Lessee of such revised estimate, subsequent payments by Lessee shall be based upon such revised estimate. If the Commencement Date is on a date other than the first day of a calendar year, the amount of the Excess Building Expenses payable by Lessee in such calendar year shall be prorated based upon a fraction, the numerator of which is the number of days from the Commencement Date to the end of the calendar year in which the Commencement Date falls, and the denominator of which is three hundred sixty (360). Within one hundred twenty (120) days after the end of each calendar year during the Term or as soon thereafter as practicable, Lessor will furnish to Lessee a statement ("Lessor's Statement") setting forth in reasonable detail the actual Building Taxes and Building Operating Expenses paid or incurred by Lessor during the preceding year and the amount of the Excess Expenses (if any), and thereupon within thirty (30) days an adjustment will be made by Lessee's payment to Lessor or credit to Lessee by Lessor against the Excess Expenses next becoming due from Lessee (or in the event the Lease has terminated and Lessee has satisfied all remaining obligations under the Lease, a reimbursement by Lessor to Lessee), as the case may require, to the end that Lessor shall receive the entire amount of Lessee's Percentage Share of Excess Expenses for such calendar year and no more. If, based on Lessor's Statement a payment from Lessee is required, Lessee shall not have the right to withhold or defer such payment pending a review of Lessor's books and records pursuant to the following paragraph or the resolution of any dispute relating to Excess Expenses. If the Expiration Date is on a day other than the last day of a calendar year, the amount of Excess Expenses payable by Lessee for the calendar year in which Lease Termination falls shall be prorated on the basis which the number of days from the commencement of such calendar year to and including such Expiration Date bears to three hundred sixty (360). The termination of this Lease shall not affect the obligations of Lessor and Lessee pursuant to this Article 7. In the event that the sum of Building Taxes and Building Operating Expenses for any calendar year are less than Base Expenses, Lessee shall not receive a credit against any Rent payable hereunder as a result thereof. Within sixty (60) days after Lessee receives a statement of actual Building Taxes and Building Operating Expenses paid or incurred for a calendar year, Lessee shall have the right, upon written demand and reasonable notice, to inspect Lessor's books and records relating to the Excess Expenses for the calendar year covered by Lessor's Statement for the purpose of verifying the amount set forth in such statement. Such inspection shall be made during Lessor's normal business hours, at the place where such books and records are customarily maintained by Lessor. In no event may any such inspection be performed by a person or entity being compensated on a contingency fee basis or based upon a share of any refund obtained by Lessee. Information obtained by such inspection shall be kept in the strictest confidence by Lessee. Unless Lessee asserts in writing a specific error within ninety (90) days following Lessee's receipt of Lessor's Statement, the amounts set forth in Lessor's Statement shall be conclusively deemed correct and binding on Lessee. Lessor shall refund to Lessee any overpayment of Excess Expenses which is determined to have been made by Lessee. In addition, if it is determined that Lessor has overstated the sum of actual Building Taxes and Building Operating Expenses for a particular calendar year by more than five percent (5%) and such overstatement results in Lessor owing a reimbursement to Lessee of more than Five Hundred Dollars ($500.00), then Lessor shall also reimburse Lessee's reasonable third-party out of pocket expenses incurred in conducting such inspection), within thirty (30) days following Lessee's submission to Lessor of reasonable evidence of such expenses.