Common use of Calculation and Payment of Additional Rent Clause in Contracts

Calculation and Payment of Additional Rent. With respect to Operating Expenses, if for any Expense Year ending or commencing within the Lease Term, Tenant's Share of Operating Expenses for such Expense Year exceeds the annualized amount of Tenant's Share of Operating Expenses applicable to the Base Year, then Tenant shall pay to Landlord, in the manner set forth in SECTIONS 4.4.1 AND 4.4.2, below, and as Additional Rent, an amount equal to the excess (the "OE EXCESS"). With respect to Tax Expenses, if for any Tax Year ending or commencing within the Lease Term, Tenant's Share of Tax Expenses for such Tax Year exceeds the annualized amount of Tenant's Share of Tax Expenses applicable to the Base Year, then Tenant shall pay to Landlord, in the manner set forth in SECTIONS 4.4.1 AND 4.4.2, below, and as Additional Rent, an amount equal to the excess (the "TAX EXCESS"). The OE Excess plus the Tax Excess are sometimes referred to herein collectively as the "EXCESS". 4.4.1 STATEMENT OF ACTUAL DIRECT EXPENSES AND PAYMENT BY TENANT. Within one hundred twenty (120) days after the end of each applicable Expense Year, Landlord will deliver to Tenant a statement (the "STATEMENT"), which shall state the Direct Expenses incurred or accrued for such preceding Expense Year, and which shall indicate the amount of the Excess, if any. Upon receipt of the Statement for each applicable Expense Year, if an Excess is present, Tenant shall pay, with its next installment of Base Rent due, the full amount of the Excess for such Expense Year, less the amounts, if any, paid during such Expense Year as "ESTIMATED EXCESS," as that term is defined in SECTION 4.4.2, below. In the event the Statement shows that the amount paid by Tenant under Section 4.4.2, below, exceeded Tenant's Share of Direct Expenses for the Expense Year in question (the "OVERPAYMENT AMOUNT"), then Landlord shall credit the Overpayment Amount against the next due installments of Base Rent and Additional Rent; provided, however, that with respect to the final Expense Year of the Lease Term, Landlord shall pay to Tenant the Overpayment Amount, if any, within thirty (30) days after Tenant's receipt of such Statement. The failure of Landlord to timely furnish the Statement for any Expense Year shall not prejudice Landlord or Tenant from enforcing its rights under this ARTICLE 4. Even though the Lease Term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant's Share of Direct Expenses for the Expense Year in which this Lease terminates, if an Excess if present, Tenant shall pay such amount to Landlord within fifteen (15) business days after Tenant's receipt of such final determination. If Tenant provides a written request to Landlord within thirty (30) days after receipt of the Statement provided in this SECTION 4.4.1, Tenant shall be entitled, during reasonable business hours, to review Landlord's books and records on which Landlord has calculated Direct Expenses and shall promptly thereafter provide its written analysis of Direct Expenses to Landlord. If Tenant's review discloses any overpayment by Tenant, Landlord shall either, at Landlord's option, credit such amount to Tenant's next payment of Rent, or refund such amounts within thirty (30) days after receipt of Tenant's calculations; if Tenant's review discloses any underpayment by Tenant, Tenant shall provide such calculations to Landlord and pay such amounts within thirty (30) days from the time it calculates, or receives the calculation of such amounts. Tenant's audit shall be conducted by either Tenant or a certified public accountant. Tenant's audit may not be conducted by an individual or entity that is retained by Tenant primarily on a contingent fee basis. Landlord shall keep copies of all records relating to the calculation of, and the costs included in, Direct Expenses (and Estimated Direct Expenses described in Section 4.4.2 below) for a period of at least two (2) years (or such longer period as required by law). In the event the Tenant's review establishes that Landlord's calculation of Tenant's Share of the increase in Direct Expenses for any year is overstated by more than ten percent (10%), Landlord shall also reimburse Tenant for the reasonable cost of its out of pocket costs in conducting said review, up to a maximum of $1,000.00. This section 4.4.1 shall survive the expiration or early termination of the Lease. The results of the audit shall be kept confidential by Tenant (except as disclosed to Tenant's attorneys and accountants (who shall also be bound by said confidentiality provision) or as required to be disclosed by Tenant under federal securities laws) and shall remain a private matter between Landlord and Tenant, except as may be required by law. Any dispute between Landlord and Tenant concerning any item of Direct Expenses shall not relieve Tenant of liability for payment of all other Excess amounts of Direct Expenses. The provisions of this SECTION 4.4.1 shall survive the expiration or earlier termination of the Lease Term.

Calculation and Payment of Additional Rent. With respect Thirty (30) days prior to Operating Expensesthe beginning of each calendar year during the term of this Lease, Lessor shall prepare for the next ensuing calendar year an estimate of the annual costs and expenses of operating and maintaining the Building and the Common Areas, real estate taxes, and assessments, if any, insurance premiums (except for any Expense Year ending or commencing within the Lease Terminsurance maintained by Lessee under Section 6.03), Tenant's Share and utility charges for utilities not directly billed to Lessee and all other such reasonable items described in Items 1 through 5 of Operating Expenses for such Expense Year exceeds the annualized amount of Tenant's Share of Operating Expenses applicable Section 3.02 attributed to the Building (the "Budget" - a copy of which Budget for calendar year 1994 is attached hereto as Exhibit "B"). Lessee shall and does hereby agree to pay to Lessor as Additional Rent Xxxxxx's Prorata Share (as defined in Article I 1.01 F hereof) of such Budget on a monthly basis [payable One Twelfth (1/12) each month in advance at the same time as the Base YearRent is due]. In the event that the Commencement Date of this Lease is other than January 1 of any calendar year, then Tenant the Lessee shall pay its Prorata share of the Budget for the calendar year in which this Lease commences. 3.03.1 Lessor shall, within Sixty (60) days following the end of each calendar year of this Lease, provide Lessee with a statement showing, in reasonable detail, the actual costs and expenses incurred in the calculation of the Additional Rent pertaining to the preceding calendar year. In the event said Statement reveals an overpayment by Xxxxxx of its Prorata Share, Lessor shall credit Lessee with an amount which represents Xxxxxx's overpayment to Xxxxxx's obligation for the payment of rental for the month of April. Any excess remaining after such credit (as well as any overpayment in respect of the final calendar year) shall be promptly refunded to Lessee. In the event such statement shows an underpayment by Lessee of its Prorata Share, Lessee shall pay to Landlord, in the manner set forth in SECTIONS 4.4.1 AND 4.4.2, below, and as Additional Rent, Lessor an amount equal to Xxxxxx's underpayment prior to April 1 of that calendar year. There shall be no duplication of charges to Lessee under any portion of this Lease. 3.03.2 Lessor warrants that Exhibit "C" represents the excess (actual costs for calendar year 1993 under Section 3.02. 3.03.3 Lessor's charges for maintenance and operation of the "OE EXCESS"). With respect to Tax Expenses, if for any Tax Year ending or commencing within Building and the Lease Term, Tenant's Share of Tax Expenses for such Tax Year exceeds the annualized amount of Tenant's Share of Tax Expenses applicable Common Areas shall be limited to the Base Year, then Tenant shall pay to Landlord, in the manner set forth in SECTIONS 4.4.1 AND 4.4.2, below, reasonable and as Additional Rent, an amount equal to the excess (the "TAX EXCESS"). The OE Excess plus the Tax Excess are sometimes referred to herein collectively as the "EXCESS". 4.4.1 STATEMENT OF ACTUAL DIRECT EXPENSES AND PAYMENT BY TENANT. Within one hundred twenty (120) days after the end competitive costs of each applicable Expense Year, Landlord will deliver to Tenant a statement (the "STATEMENT"), which shall state the Direct Expenses incurred or accrued for such preceding Expense Year, and which shall indicate the amount of the Excess, if any. Upon receipt of the Statement for each applicable Expense Year, if an Excess is present, Tenant shall pay, with its next installment of Base Rent due, the full amount of the Excess for such Expense Year, less the amounts, if any, paid during such Expense Year as "ESTIMATED EXCESS," as that term is defined in SECTION 4.4.2, below. In the event the Statement shows that the amount paid by Tenant performing Lessor's obligations under Section 4.4.2, below, exceeded Tenant's Share of Direct Expenses for the Expense Year in question (the "OVERPAYMENT AMOUNT"), then Landlord shall credit the Overpayment Amount against the next due installments of Base Rent 6.01 and Additional Rent; provided, however, that with respect to the final Expense Year of the Lease Term, Landlord shall pay to Tenant the Overpayment Amount, if any, within thirty (30) days after Tenant's receipt of such Statement. The failure of Landlord to timely furnish the Statement for any Expense Year shall not prejudice Landlord or Tenant from enforcing its rights under this ARTICLE 4. Even though the Lease Term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant's Share of Direct Expenses for the Expense Year in which this Lease terminates, if an Excess if present, Tenant shall pay such amount to Landlord within fifteen (15) business days after Tenant's receipt of such final determination. If Tenant provides a written request to Landlord within thirty (30) days after receipt of the Statement provided in this SECTION 4.4.1, Tenant shall be entitled, during reasonable business hours, to review Landlord's books and records on which Landlord has calculated Direct Expenses and shall promptly thereafter provide its written analysis of Direct Expenses to Landlord. If Tenant's review discloses any overpayment by Tenant, Landlord shall either, at Landlord's option, credit such amount to Tenant's next payment of Rent, or refund such amounts within thirty (30) days after receipt of Tenant's calculations; if Tenant's review discloses any underpayment by Tenant, Tenant shall provide such calculations to Landlord and pay such amounts within thirty (30) days from the time it calculates, or receives the calculation of such amounts. Tenant's audit shall be conducted by either Tenant or a certified public accountant. Tenant's audit may not be conducted by an individual or entity that is retained by Tenant primarily on a contingent fee basis. Landlord shall keep copies of all records relating to the calculation of, and the costs included in, Direct Expenses (and Estimated Direct Expenses described in Section 4.4.2 below) for a period of at least two (2) years (or such longer period as required by law). In the event the Tenant's review establishes that Landlord's calculation of Tenant's Share of the increase in Direct Expenses for any year is overstated by more than ten percent (10%), Landlord shall also reimburse Tenant for the reasonable cost of its out of pocket costs in conducting said review, up to a maximum of $1,000.00. This section 4.4.1 shall survive the expiration or early termination of the Lease. The results of the audit shall be kept confidential by Tenant (except as disclosed to Tenant's attorneys and accountants (who shall also be bound by said confidentiality provision) or as required to be disclosed by Tenant under federal securities laws) and shall remain a private matter between Landlord and Tenant, except as may be required by law. Any dispute between Landlord and Tenant concerning any item of Direct Expenses shall not relieve Tenant of liability for payment of all other Excess amounts of Direct Expenses. The provisions of this SECTION 4.4.1 shall survive the expiration or earlier termination of the Lease Term6.

Calculation and Payment of Additional Rent. With respect Tenant shall pay Tenant’s Share of the actual Operating Expenses incurred or paid by Landlord (to the extent the same exceeds the Operating ExpensesExpenses incurred by Landlord in the Base Year) within 30 days after receipt by Tenant of a reasonably detailed billing from Landlord, if for any Expense Year ending or commencing within provided that Landlord shall not xxxx Tenant more frequently than once a month. Landlord may, at Landlord’s option, reasonably estimate the Lease Term, amount by which Tenant's ’s Share of Operating Expenses is estimated to exceed the Operating Expense incurred by Landlord for such Expense the Base Year on a monthly, quarterly or annual basis, which amount shall be payable monthly on the same day as the Base Rent is due. If Landlord chooses to collect Tenant’s Share of the Operating Expenses (to the extent the same exceeds the annualized amount of Tenant's Share of Operating Expenses applicable to incurred by Landlord in the Base Year) based upon Landlord’s estimate, then Tenant Landlord shall pay use commercially reasonable efforts to Landlorddeliver to Tenant, in the manner set forth in SECTIONS 4.4.1 AND 4.4.2, below, and as Additional Rent, an amount equal to the excess (the "OE EXCESS"). With respect to Tax Expenses, if for any Tax Year ending or commencing within the Lease Term, Tenant's Share of Tax Expenses for such Tax Year exceeds the annualized amount of Tenant's Share of Tax Expenses applicable to the Base Year, then Tenant shall pay to Landlord, in the manner set forth in SECTIONS 4.4.1 AND 4.4.2, below, and as Additional Rent, an amount equal to the excess (the "TAX EXCESS"). The OE Excess plus the Tax Excess are sometimes referred to herein collectively as the "EXCESS". 4.4.1 STATEMENT OF ACTUAL DIRECT EXPENSES AND PAYMENT BY TENANT. Within one hundred twenty (120) 120 days after the end of each applicable Expense Yearcalendar year, Landlord will deliver to Tenant a reasonably detailed statement (showing Tenant’s Share of the "STATEMENT"), which shall state the Direct actual Operating Expenses incurred or accrued for such paid during the preceding Expense Yearcalendar year in excess of the Operating Expenses incurred by Landlord in the Base Year (“Statement”). If that Statement reflects that Tenant’s payments during the preceding calendar year exceed Tenant’s Share as indicated on the Statement, and which Landlord shall indicate credit the amount of the Excess, if any. Upon receipt of excess against the Statement for each applicable Expense Year, if an Excess is present, Tenant shall pay, with its next installment of Base Rent next falling due, . If the full amount of excess occurs in the Excess for such Expense Year, less the amounts, if any, paid during such Expense Year as "ESTIMATED EXCESS," as that term is defined in SECTION 4.4.2, below. In the event the Statement shows that the amount paid by Tenant under Section 4.4.2, below, exceeded Tenant's Share of Direct Expenses for the Expense Year in question (the "OVERPAYMENT AMOUNT"), then Landlord shall credit the Overpayment Amount against the next due installments of Base Rent and Additional Rent; provided, however, that with respect to the final Expense Year last year of the Lease Term, Landlord shall pay refund the excess after applying it to any other amounts then due by Tenant to Landlord within 30 days after delivery by Landlord to Tenant of the Overpayment Amount, if any, within thirty (30) days after Tenant's receipt of such Statement. The failure of Landlord to timely furnish If the Statement for any Expense Year shall not prejudice Landlord or Tenant from enforcing its rights under this ARTICLE 4. Even though reflects that Tenant’s payments during the Lease Term has expired and Tenant has vacated preceding calendar year were less than Tenant’s Share as indicated on the Premises, when the final determination is made of Tenant's Share of Direct Expenses for the Expense Year in which this Lease terminates, if an Excess if presentStatement, Tenant shall pay such amount to Landlord the amount of the deficiency within fifteen (15) business 10 days after Tenant's receipt delivery by Landlord to Tenant of such final determinationthe Statement. If Tenant provides a written request to shall have until 180 days after presentation of any Statement of actual Operating Expenses from Landlord within thirty (30) days which to object in writing to the accuracy thereof; after receipt expiration of the said 180-day period, such Statement provided in this SECTION 4.4.1, Tenant shall be entitled, during reasonable business hours, to review Landlord's books conclusive and records on which Landlord has calculated Direct Expenses and shall promptly thereafter provide its written analysis of Direct Expenses to Landlord. If binding upon Tenant's review discloses any overpayment by Tenant, Landlord shall either, at Landlord's option, credit such amount to Tenant's next payment of Rent, or refund such amounts within thirty (30) days after receipt of Tenant's calculations; if Tenant's review discloses any underpayment by Tenant, Tenant shall provide such calculations to Landlord and pay such amounts within thirty (30) days from the time it calculates, or receives the calculation of such amounts. Tenant's audit ’s objection shall be conducted by either Tenant or a certified public accountant. Tenant's audit may not be conducted by an individual or entity that is retained by Tenant primarily on a contingent fee basis. Landlord shall keep copies of all records relating to describe in detail how the calculation of, and the costs included in, Direct Operating Expenses (and Estimated Direct Expenses described in Section 4.4.2 below) for a period of at least two (2) years (or such longer period as required by law). In the event the Tenant's review establishes that Landlord's calculation of Tenant's Share of the increase in Direct Expenses for any year is overstated by more than ten percent (10%), Landlord shall also reimburse Tenant for the reasonable cost of its out of pocket costs in conducting said review, up to a maximum of $1,000.00. This section 4.4.1 shall survive the expiration or early termination of the Lease. The results of the audit shall be kept confidential by Tenant (except as disclosed to Tenant's attorneys and accountants (who shall also be bound by said confidentiality provision) or as required to be disclosed by Tenant under federal securities laws) and shall remain a private matter between Landlord and Tenant, except as may be required by law. Any dispute between Landlord and Tenant concerning any item of Direct Expenses shall not relieve Tenant of liability for payment of all other Excess amounts of Direct Expenses. The provisions of this SECTION 4.4.1 shall survive the expiration or earlier termination of the Lease Termhave been overstated.

Calculation and Payment of Additional Rent. With respect to Operating Expenses, if for any Expense Year ending or commencing within the Lease Term, Tenant's Share of Operating Expenses for such Expense Year exceeds the annualized amount of Tenant's Share of Operating Expenses applicable to the Base Year, then Tenant shall pay to Landlord, in the manner set forth in SECTIONS 4.4.1 AND 4.4.2Section 4.4.1, below, and as Additional Rent, an amount equal to the excess (the "OE EXCESS"). With respect to Tax Expenses, if for any Tax Year ending or commencing within the Lease Term, Tenant's ’s Share of Tax Direct Expenses for such Tax Year exceeds the annualized amount of Tenant's Share of Tax Expenses applicable to the Base each Expense Year, then Tenant shall pay to Landlord, in the manner set forth in SECTIONS 4.4.1 AND 4.4.2, below, and as Additional Rent, an amount equal to the excess (the "TAX EXCESS"). The OE Excess plus the Tax Excess are sometimes referred to herein collectively as the "EXCESS". 4.4.1 STATEMENT OF ACTUAL DIRECT EXPENSES AND PAYMENT BY TENANTStatement of Actual Direct Expenses and Payment by Tenant. Within one hundred twenty Landlord shall give to Tenant within five (1205) days after months following the end of each applicable Expense Year, Landlord will deliver to Tenant a statement (the "STATEMENT"), “Statement”) which shall state the Direct Expenses incurred or accrued for such preceding Expense Year, and which shall indicate the amount of the Excess, if anyTenant’s Share of Direct Expenses. Upon receipt of the Statement for each applicable Expense Year, if an Excess is presentYear commencing or ending during the Lease Term, Tenant shall pay, with its next installment of Base Rent duedue that is at least thirty (30) days thereafter, the full amount of the Excess Tenant’s Share of Direct Expenses for such Expense Year, less the amounts, if any, paid during such Expense Year as "ESTIMATED EXCESS“Estimated Direct Expenses," ” as that term is defined in SECTION 4.4.2, below. In the event the Statement shows that the amount paid by Tenant under Section 4.4.2, below, exceeded and if Tenant paid more as Estimated Direct Expenses than the actual Tenant's ’s Share of Direct Expenses for Expenses, Tenant shall receive a credit in the Expense Year in question (the "OVERPAYMENT AMOUNT"), then Landlord shall credit the Overpayment Amount amount of Tenant’s overpayment against the Rent next due installments of Base Rent and Additional Rent; provided, however, that with respect to the final Expense Year of the Lease Term, Landlord shall pay to Tenant the Overpayment Amount, if any, within thirty (30) days after Tenant's receipt of such Statementunder this Lease. The failure of Landlord to timely furnish the Statement for any Expense Year shall not prejudice Landlord or Tenant from enforcing its rights under this ARTICLE Article 4. Even though the Lease Term has expired and Tenant Xxxxxx has vacated the Premises, when the final determination is made of Tenant's ’s Share of Direct Expenses for the Expense Year in which this Lease terminates, if an Excess if present, Tenant shall immediately pay such amount to Landlord within fifteen (15) business days after such amount, and if Tenant paid more as Estimated Direct Expenses than the actual Tenant's receipt ’s Share of such final determination. If Tenant provides a written request to Direct Expenses, Landlord shall, within thirty (30) days after receipt days, deliver a check payable to Tenant in the amount of the Statement provided in this SECTION 4.4.1, Tenant shall be entitled, during reasonable business hours, to review Landlord's books and records on which Landlord has calculated Direct Expenses and shall promptly thereafter provide its written analysis of Direct Expenses to Landlord. If Tenant's review discloses any overpayment by Tenant, Landlord shall either, at Landlord's option, credit such amount to Tenant's next payment of Rent, or refund such amounts within thirty (30) days after receipt of Tenant's calculations; if Tenant's review discloses any underpayment by Tenant, Tenant shall provide such calculations to Landlord and pay such amounts within thirty (30) days from the time it calculates, or receives the calculation of such amounts. Tenant's audit shall be conducted by either Tenant or a certified public accountant. Tenant's audit may not be conducted by an individual or entity that is retained by Tenant primarily on a contingent fee basis. Landlord shall keep copies of all records relating to the calculation of, and the costs included in, Direct Expenses (and Estimated Direct Expenses described in Section 4.4.2 below) for a period of at least two (2) years (or such longer period as required by law). In the event the Tenant's review establishes that Landlord's calculation of Tenant's Share of the increase in Direct Expenses for any year is overstated by more than ten percent (10%), Landlord shall also reimburse Tenant for the reasonable cost of its out of pocket costs in conducting said review, up to a maximum of $1,000.00. This section 4.4.1 shall survive the expiration or early termination of the Lease. The results of the audit shall be kept confidential by Tenant (except as disclosed to Tenant's attorneys and accountants (who shall also be bound by said confidentiality provision) or as required to be disclosed by Tenant under federal securities laws) and shall remain a private matter between Landlord and Tenant, except as may be required by law. Any dispute between Landlord and Tenant concerning any item of Direct Expenses shall not relieve Tenant of liability for payment of all other Excess amounts of Direct Expensesoverpayment. The provisions of this SECTION Section 4.4.1 shall survive the expiration or earlier termination of the Lease Term. Notwithstanding the immediately preceding sentence, Tenant shall not be responsible for Tenant’s Share of any Direct Expenses attributable to any Expense Year which are first billed to Tenant more than two (2) calendar years after the earlier of the expiration of the applicable Expense Year or the Lease Expiration Date, provided that in any event Tenant shall be responsible for Tenant’s Share of Direct Expenses levied by any governmental authority or by any public utility companies at any time following the Lease Expiration Date which are attributable to any Expense Year (provided that Landlord delivers Tenant a bill for such amounts within two (2) years following Xxxxxxxx’s receipt of the bill therefor).

Calculation and Payment of Additional Rent. With respect 4.4.1 Statement of Actual Direct Expenses and Payment by Tenant. --------------------------------------------------------- Landlord shall endeavor to Operating Expenses, if for any Expense Year ending give to Tenant on or commencing within before the Lease Term, Tenant's Share first day of Operating Expenses for such Expense Year exceeds the annualized amount of Tenant's Share of Operating Expenses applicable to the Base Year, then Tenant shall pay to Landlord, in the manner set forth in SECTIONS 4.4.1 AND 4.4.2, below, and as Additional Rent, an amount equal to the excess (the "OE EXCESS"). With respect to Tax Expenses, if for any Tax Year ending or commencing within the Lease Term, Tenant's Share of Tax Expenses for such Tax Year exceeds the annualized amount of Tenant's Share of Tax Expenses applicable to the Base Year, then Tenant shall pay to Landlord, in the manner set forth in SECTIONS 4.4.1 AND 4.4.2, below, and as Additional Rent, an amount equal to the excess (the "TAX EXCESS"). The OE Excess plus the Tax Excess are sometimes referred to herein collectively as the "EXCESS". 4.4.1 STATEMENT OF ACTUAL DIRECT EXPENSES AND PAYMENT BY TENANT. Within one hundred twenty (120) days after April following the end of each applicable Expense Year, Landlord will deliver to Tenant a statement (the "STATEMENT"), ) which shall state in reasonable detail the Direct Expenses incurred or accrued for such preceding Expense Year. Upon request from Tenant, and which shall indicate Landlord agrees to provide reasonable evidence supporting the amount of the Excess, if anyexpenses set forth in any Statement. Upon receipt of the Statement for each applicable Expense Year, if an Excess is presentYear ending during the Lease Term, Tenant shall pay, with on the later of twenty (20) days after receipt of such Statement or the date its next installment of Base Rent is due, the full amount of the Excess Tenant's Share of such Direct Expenses for such Expense Year, less the amounts, if any, paid during such Expense Year as "ESTIMATED EXCESS," as that term is defined in SECTION 4.4.2, the Estimated Amount pursuant to Section 4.4.2 below. In the event the Statement shows that Conversely, if the amount paid during any Expense Year as the Estimated Amount by Tenant under Section 4.4.2, below, exceeded exceeds the full amount of Tenant's Share of Direct Expenses for the such Expense Year in question (the "OVERPAYMENT AMOUNT")Year, then Landlord shall credit the Overpayment Amount against the such overpayment to Tenant's next obligations which become due installments of Base Rent and Additional Rent; providedunder this Lease or, howeverif this Lease has expired or terminated, that with respect to the final Expense Year of the Lease Term, Landlord shall pay to Tenant the Overpayment Amount, if any, amount of such overpayment within thirty twenty (3020) days after Tenant's receipt delivery of such Statement. The failure of Landlord to timely furnish the Statement for any Expense Year shall not prejudice Landlord or Tenant from enforcing its rights under this ARTICLE Article 4. Even though the Lease Term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant's Share of the Direct Expenses for the Expense Year in which this Lease terminates, if an Excess if present, Tenant shall pay such amount to Landlord within fifteen twenty (15) business days after Tenant's receipt of such final determination. If Tenant provides a written request to Landlord within thirty (3020) days after receipt of the Statement provided in this SECTION 4.4.1demand, Tenant shall be entitled, during reasonable business hours, to review Landlord's books and records on which Landlord has calculated Direct Expenses and shall promptly thereafter provide its written analysis of Direct Expenses to Landlord. If Tenant's review discloses any overpayment by Tenant, Landlord shall either, at Landlord's option, credit such amount to Tenant's next payment of Rent, or refund such amounts within thirty (30) days after receipt of Tenant's calculations; if Tenant's review discloses any underpayment by Tenant, Tenant shall provide such calculations pay to Landlord and pay such amounts within thirty (30) days from the time it calculates, or receives the calculation of such amounts. Tenant's audit shall be conducted by either Tenant or a certified public accountant. Tenant's audit may not be conducted by an individual or entity that is retained by Tenant primarily on a contingent fee basis. Landlord shall keep copies of all records relating amount as calculated pursuant to the calculation of, and the costs included in, Direct Expenses (and Estimated Direct Expenses described in provisions of this Section 4.4.2 below) for a period of at least two (2) years (or such longer period as required by law). In the event the Tenant's review establishes that Landlord's calculation of Tenant's Share of the increase in Direct Expenses for any year is overstated by more than ten percent (10%), Landlord shall also reimburse Tenant for the reasonable cost of its out of pocket costs in conducting said review, up to a maximum of $1,000.00. This section 4.4.1 shall survive the expiration or early termination of the Lease. The results of the audit shall be kept confidential by Tenant (except as disclosed to Tenant's attorneys and accountants (who shall also be bound by said confidentiality provision) or as required to be disclosed by Tenant under federal securities laws) and shall remain a private matter between Landlord and Tenant, except as may be required by law. Any dispute between Landlord and Tenant concerning any item of Direct Expenses shall not relieve Tenant of liability for payment of all other Excess amounts of Direct Expenses4.4. The provisions of this SECTION Section 4.4.1 shall survive the expiration or earlier termination of the Lease Term.

Calculation and Payment of Additional Rent. With respect to Operating Expenses, if for any Expense Year ending or commencing within Commencing on the Lease TermCommencement Date, Tenant's Share of Operating Expenses for such Expense Year exceeds the annualized amount of Tenant's Share of Operating Expenses applicable to the Base Year, then Tenant shall pay to Landlord, in the manner set forth in SECTIONS 4.4.1 AND 4.4.2Section 4.4.1, below, and as Additional Rent, an amount equal to the excess (the "OE EXCESS"). With respect to Tax Expenses, if Tenant’s Share of Direct Expenses for any Tax each Expense Year ending or commencing within during the Lease Term, Tenant's Share of Tax Expenses for such Tax Year exceeds the annualized amount of Tenant's Share of Tax Expenses applicable to the Base Year, then Tenant shall pay to Landlord, in the manner set forth in SECTIONS 4.4.1 AND 4.4.2, below, and as Additional Rent, an amount equal to the excess (the "TAX EXCESS"). The OE Excess plus the Tax Excess are sometimes referred to herein collectively as the "EXCESS". 4.4.1 STATEMENT OF ACTUAL DIRECT EXPENSES AND PAYMENT BY TENANTStatement of Actual Direct Expenses and Payment by Tenant. Within one hundred twenty Landlord shall give to Tenant within five (1205) days after months following the end of each applicable Expense Year, Landlord will deliver to Tenant a statement (the "STATEMENT"), “Statement”) which shall state the Direct Expenses incurred or accrued for such preceding Expense Year, and which shall indicate the amount of the Excess, if anyTenant’s Share of Direct Expenses. Upon receipt of the Statement for each applicable Expense Year, if an Excess is presentYear commencing or ending during the Lease Term, Tenant shall pay, with its next installment of Base Rent duedue that is at least thirty (30) days thereafter, the full amount of the Excess Tenant’s Share of Direct Expenses for such Expense Year, less the amounts, if any, paid during such Expense Year as "ESTIMATED EXCESS“Estimated Direct Expenses," ” as that term is defined in SECTION 4.4.2, below. In the event the Statement shows that the amount paid by Tenant under Section 4.4.2, below, exceeded and if Tenant paid more as Estimated Direct Expenses than the actual Tenant's ’s Share of Direct Expenses for Expenses, Tenant shall receive a credit in the Expense Year in question (the "OVERPAYMENT AMOUNT"), then Landlord shall credit the Overpayment Amount amount of Tenant’s overpayment against the Rent next due installments of Base Rent and Additional Rent; provided, however, that with respect to the final Expense Year of the Lease Term, Landlord shall pay to Tenant the Overpayment Amount, if any, within thirty (30) days after Tenant's receipt of such Statementunder this Lease. The failure of Landlord to timely furnish the Statement for any Expense Year shall not prejudice Landlord or Tenant from enforcing its rights under this ARTICLE Article 4. Even though the Lease Term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant's ’s Share of Direct Expenses for the Expense Year in which this Lease terminates, if an Excess if present, Tenant shall immediately pay such amount to Landlord within fifteen (15) business days after such amount, and if Tenant paid more as Estimated Direct Expenses than the actual Tenant's receipt ’s Share of such final determination. If Tenant provides a written request to Direct Expenses, Landlord shall, within thirty (30) days after receipt days, deliver a check payable to Tenant in the amount of the Statement provided in this SECTION 4.4.1, Tenant shall be entitled, during reasonable business hours, to review Landlord's books and records on which Landlord has calculated Direct Expenses and shall promptly thereafter provide its written analysis of Direct Expenses to Landlord. If Tenant's review discloses any overpayment by Tenant, Landlord shall either, at Landlord's option, credit such amount to Tenant's next payment of Rent, or refund such amounts within thirty (30) days after receipt of Tenant's calculations; if Tenant's review discloses any underpayment by Tenant, Tenant shall provide such calculations to Landlord and pay such amounts within thirty (30) days from the time it calculates, or receives the calculation of such amounts. Tenant's audit shall be conducted by either Tenant or a certified public accountant. Tenant's audit may not be conducted by an individual or entity that is retained by Tenant primarily on a contingent fee basis. Landlord shall keep copies of all records relating to the calculation of, and the costs included in, Direct Expenses (and Estimated Direct Expenses described in Section 4.4.2 below) for a period of at least two (2) years (or such longer period as required by law). In the event the Tenant's review establishes that Landlord's calculation of Tenant's Share of the increase in Direct Expenses for any year is overstated by more than ten percent (10%), Landlord shall also reimburse Tenant for the reasonable cost of its out of pocket costs in conducting said review, up to a maximum of $1,000.00. This section 4.4.1 shall survive the expiration or early termination of the Lease. The results of the audit shall be kept confidential by Tenant (except as disclosed to Tenant's attorneys and accountants (who shall also be bound by said confidentiality provision) or as required to be disclosed by Tenant under federal securities laws) and shall remain a private matter between Landlord and Tenant, except as may be required by law. Any dispute between Landlord and Tenant concerning any item of Direct Expenses shall not relieve Tenant of liability for payment of all other Excess amounts of Direct Expensesoverpayment. The provisions of this SECTION Section 4.4.1 shall survive the expiration or earlier termination of the Lease Term. Notwithstanding the immediately preceding sentence, Tenant shall not be responsible for Tenant’s Share of any Direct Expenses attributable to any Expense Year which are first billed to Tenant more than two (2) calendar years after the earlier of the expiration of the applicable Expense Year or the Lease Expiration Date, provided that in any event Tenant shall be responsible for Tenant’s Share of Direct Expenses levied by any governmental authority or by any public utility companies at any time following the Lease Expiration Date which are attributable to any Expense Year (provided that Landlord delivers Tenant a xxxx for such amounts within two (2) years following Landlord’s receipt of the xxxx therefor).

Calculation and Payment of Additional Rent. With respect to Operating Expenses, if for any Expense Year ending or commencing within the Lease Term, Tenant's Share of Operating Expenses for such an Expense Year exceeds exceed the annualized amount of Tenant's Share of Operating Expenses applicable to the Base Year, then Tenant shall pay to Landlord, in the manner set forth in SECTIONS 4.4.1 AND 4.4.2, Section 4.5.1 below, and as Additional Rent, an amount equal to Tenant’s Share of the excess (the "OE EXCESS"“Expense Excess”). With respect to Tax Expenses, if for any Tax Year ending or commencing within the Lease Term, Tenant's Share of Tax Expenses for such Tax an Expense Year exceeds exceed the annualized amount of Tenant's Share of Tax Expenses applicable to the Base Year, then Tenant shall pay to Landlord, in the manner set forth in SECTIONS 4.4.1 AND 4.4.2, Section 4.5.1 below, and as Additional Rent, an amount equal to Tenant’s Share of the excess (the "TAX EXCESS"“Tax Excess”). The OE Notwithstanding anything to the contrary contained herein, Xxxxxx’s Share of the Expense Excess plus excluding all costs associated with insurance, security, snow removal and utilities attributable or applicable to the Tax Excess are sometimes referred Property [collectively, the “Uncapped Costs”]) for calendar year 2014 shall be capped at an amount equal to herein collectively as the "EXCESS". 4.4.1 STATEMENT OF ACTUAL DIRECT EXPENSES AND PAYMENT BY TENANT. Within one hundred twenty five percent (120105%) days after of Tenant’s Share of the end Expense Excess (excluding the Uncapped Costs) payable for calendar year 2013 (annualized, if Xxxxxx’s Share of the Expense Excess is not payable pursuant to this Lease for any portion of calendar year 2013) (such amount shall constitute the “Cap Amount” for calendar year 2014). For each applicable calendar year or partial calendar thereafter, Xxxxxx’s Share of the Expense Year, Landlord will deliver Excess (excluding the Uncapped Costs) shall be capped at an amount equal to Tenant a statement one hundred five percent (105%) of the "STATEMENT"), Cap Amount for the immediately preceding calendar year (which shall state constitute the Direct Expenses incurred or accrued “Cap Amount” for such preceding Expense Year, and which calendar year). Tenant shall indicate pay the actual amount of Xxxxxx’xXxxxx of the Expense Excess, if any. Upon receipt of the Statement for each applicable Expense Year, if an Excess is present, Tenant shall pay, with its next installment of Base Rent due, the full amount of the Excess for such Expense Year, less the amounts, if any, paid during such Expense Year as "ESTIMATED EXCESS," as that term is defined in SECTION 4.4.2, below. In the event the Statement shows that the amount paid by Tenant under Section 4.4.2, below, exceeded Tenant's Share of Direct Expenses for the Expense Year in question (the "OVERPAYMENT AMOUNT"), then Landlord shall credit the Overpayment Amount against the next due installments of Base Rent and Additional Rent; provided, however, that with respect to the final Expense Year of extent the Lease Termsame are attributable to the Uncapped Costs, Landlord shall pay to Tenant the Overpayment Amount, if any, within thirty (30) days after Tenant's receipt of such Statement. The failure of Landlord to timely furnish the Statement for any Expense Year shall not prejudice Landlord or Tenant from enforcing its rights under this ARTICLE 4. Even though throughout the Lease Term has expired and Tenant has vacated said Uncapped Costs shall not be subject to the Premisescap described in this grammatical paragraph. For purposes of this Section 4.5, when in the final determination is made of Tenant's Share of Direct Expenses for the Expense Year in which this Lease terminates, if an Excess if present, Tenant shall pay such amount to Landlord within fifteen (15) business days after Tenant's receipt of such final determination. If Tenant provides a written request to Landlord within thirty (30) days after receipt event any tenant of the Statement provided in this SECTION 4.4.1Property does not make any contributions specifically apportioned between Uncapped Costs and the balance of Landlord’s Operating Expenses but only contributes generally to Landlord’s Operating Expenses, Tenant then such tenant shall be entitled, during deemed to contribute to Uncapped Costs in an amount determined by Landlord in its reasonable business hours, to review Landlord's books and records on which Landlord has calculated Direct Expenses and shall promptly thereafter provide its written analysis of Direct Expenses to Landlord. If Tenant's review discloses any overpayment by Tenant, Landlord shall either, at Landlord's option, credit such amount to Tenant's next payment of Rent, or refund such amounts within thirty (30) days after receipt of Tenant's calculations; if Tenant's review discloses any underpayment by Tenant, Tenant shall provide such calculations to Landlord and pay such amounts within thirty (30) days from the time it calculates, or receives the calculation of such amounts. Tenant's audit shall be conducted by either Tenant or a certified public accountant. Tenant's audit may not be conducted by an individual or entity that is retained by Tenant primarily on a contingent fee basis. Landlord shall keep copies of all records relating to the calculation ofjudgment, and the costs included in, Direct balance of such tenant’s contribution to Landlord’s Operating Expenses (and Estimated Direct Expenses described in Section 4.4.2 below) for a period of at least two (2) years (or such longer period as required by law). In the event the Tenant's review establishes that Landlord's calculation of Tenant's Share of the increase in Direct Expenses for any year is overstated by more than ten percent (10%), Landlord shall also reimburse Tenant for the reasonable cost of its out of pocket costs in conducting said review, up to a maximum of $1,000.00. This section 4.4.1 shall survive the expiration or early termination of the Lease. The results of the audit shall be kept confidential by Tenant (except as disclosed to Tenant's attorneys and accountants (who shall also be bound by said confidentiality provision) or as required deemed to be disclosed by Tenant under federal securities laws) and shall remain a private matter between Landlord and Tenant, except as may be required by law. Any dispute between Landlord and Tenant concerning any item contribution towards the capped portion of Direct Expenses shall not relieve Tenant of liability for payment of all other Excess amounts of Direct Landlord’s Operating Expenses. The provisions of this SECTION 4.4.1 shall survive the expiration or earlier termination of the Lease Term.