Common use of Escalation Rent Clause in Contracts

Escalation Rent. Commencing on the expiration of the Base Year, Escalation Rent shall be paid monthly, with subsequent annual reconciliation, in accordance with the following procedures: (a) Within ninety (90) days after the close of each Calendar Year, or as soon after the ninety (90) day period as practicable, Landlord shall deliver to Tenant a statement showing the actual Building Operating Costs and the actual Common Area Operating Costs for the Calendar Year that just ended, together with Landlord’s calculation of the Escalation Rent, if any, that is due under this Lease for such Calendar Year (collectively, “Landlord’s Statement”). If Landlord’s Statement discloses that the actual Escalation Rent for that Calendar Year was less than the estimated payments previously made by Tenant, Landlord shall credit the next monthly rental payment of Tenant with an amount equal to such overpayment or, if the Term has expired, refund the overpayment to Tenant. If Landlord’s Statement discloses that the actual Escalation Rent for that Calendar Year exceeds the estimated payments previously made by Tenant, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of the Statement to Tenant by Landlord. Landlord’s Statement shall also contain Landlord’s estimate of the Escalation Rent for the then current Calendar Year. Any such Escalation Rent shall be allocated equally to twelve (12) monthly Rent payments and those Rent payments shall be adjusted accordingly. Beginning with the next payment after Tenant’s receipt of Landlord’s Statement, Tenant shall pay the adjusted amount monthly. Together with the first adjusted monthly payment, Tenant shall also pay the monthly increases computed for the then current year attributable to the months in that Calendar Year preceding the delivery of Landlord’s Statement. (b) The amount of Escalation Rent for any partial Calendar Year in the Term shall be prorated. The proration of Escalation Rent for such partial Calendar Year shall be calculated by multiplying the Escalation Rent that would have been owed had the entire Calendar Year in question been included within the Term by a fraction, the numerator of which shall be the number of days during such partial Calendar Year that this Lease was in effect and the denominator of which shall be three hundred sixty-five (365). To calculate Building Operating Costs and Common Area Operating Costs for such partial Calendar Year, Landlord will wait until the end of such partial Calendar Year and determine the proration of Escalation Rent by using the actual Building Operating Costs and Common Area Operating Costs for such Calendar Year. The termination of this Lease shall not affect the obligations of Tenant to pay Escalation Rent pursuant to this Section 5.1 during the Lease Term.

Escalation Rent. Commencing on the expiration of the Base Year, Escalation Rent shall be paid monthlymonthly on an estimated basis, with subsequent annual reconciliation, in accordance with the following procedures: (a) No later than fifteen (15) days after the end of the Base Year and no later than fifteen (15) days after the end of each subsequent calendar year, or as soon after that time as practicable, Landlord shall give Tenant notice of Landlord’s estimate of any Escalation Rent due under Section 4(a) for the ensuing calendar year with respect to (i) Operating Expenses and/or (ii) Property Taxes. On or before the first day of each month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Escalation Rent. If Landlord fails to give notice as required in this Section, Tenant shall continue to pay on the basis of the prior year’s estimate until the month after that notice is given. If at any time it appears to Landlord that the Escalation Rent for Operating Expenses and/or Property Taxes for the current calendar year will vary from the estimate, Landlord may, by notice to Tenant, revise the estimate for that year, and subsequent payments by Tenant for that year shall be based on the revised estimate. (b) Within ninety (90) days after the close of each Calendar Yearcalendar year, or as soon after the ninety (90) day period as practicable, Landlord shall deliver to Tenant a statement showing the actual Building Operating Costs and the actual Common Area Operating Costs for the Calendar Year that just ended, together with Landlord’s calculation of the Escalation Rent, if any, that is due under this Lease for such Calendar Year (collectively, “Landlord’s Statement”). If Landlord’s Statement discloses that i) the actual Escalation Rent for that Calendar Year was calendar year with respect to Operating Expenses and (ii) the actual Escalation Rent for that calendar year with respect to Property Taxes. At Tenant’s request, Landlord shall provide Tenant reasonable supporting detail underlying the calculations of Operating Expenses and/or Property Taxes. If Landlord’s statement discloses that Tenant owes an amount that is less than the estimated payments for the calendar year for either Operating Expenses or Property Taxes previously made by Tenant, Landlord shall credit the excess first against any sums then owed by Tenant, and then against the next monthly payments of rental payment of Tenant with an amount equal to such overpayment or, if the Term has expired, refund the overpayment to Tenantdue. If Landlord’s Statement statement discloses that the actual Escalation Rent for Tenant owes an amount that Calendar Year exceeds is more than the estimated payments for the calendar year previously made by TenantTenant for either Operating Expenses or Property Taxes, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of the Statement statement. In no event shall Tenant owe any Escalation Rent for the Base Year. (c) Landlord shall maintain at all times during the term of this Lease, at the office of Landlord in the Building or such other office as Landlord may designate full, complete and accurate books of account and records prepared in accordance with generally accepted accounting principles with respect to Tenant Escalation Rent, and shall retain such books and records, as well as contracts, bills, vouchers, and checks, and such other documents as are reasonably necessary to properly audit the Escalation Rent. Upon reasonable notice from Tenant, Landlord shall make available for Tenant’s inspection (or inspection performed by Landlord. Tenant’s accountant and/or consultants) at Landlord’s Statement shall also contain office in the Building, during normal business hours, Landlord’s estimate of books and records relating to the Escalation Rent for the then current Calendar Yearprevious calendar year. Any such If Tenant’s inspection reveals that Tenant was overcharged for Escalation Rent for Operating Expenses or Escalation Rent for Property Taxes and Landlord does not dispute such findings, the amount of the overcharge shall be allocated equally promptly refunded to twelve (12) monthly Rent payments and those Rent payments shall be adjusted accordingly. Beginning with the next payment after Tenant’s receipt of Landlord’s Statement, Tenant shall pay the adjusted amount monthly. Together with the first adjusted monthly payment, Tenant shall also pay the monthly increases computed for the then current year attributable to the months in that Calendar Year preceding the delivery of Landlord’s Statement. (bd) The amount of Escalation Rent for Operating Expenses and the amount of Escalation Rent for Property Taxes for any partial Calendar Year fractional year in the Term shall be appropriately prorated. The proration of Escalation Rent Operating Expenses for such partial Calendar Year the calendar year in which termination occurs shall be calculated by multiplying on the Escalation Rent basis of a fraction of the Operating Expenses for that would have been owed had the entire Calendar Year in question been included within the Term by a fraction, the numerator of which shall be the number of days during such partial Calendar Year that this Lease was in effect and the denominator of which shall be three hundred sixty-five (365). To calculate Building Operating Costs and Common Area Operating Costs for such partial Calendar Year, Landlord will wait until the end of such partial Calendar Year and determine calendar year; the proration of Escalation Rent by using Property Taxes for the actual calendar year in which termination occurs shall be calculated on the basis of a fraction of the Property Taxes for that entire calendar year, but shall exclude any Property Taxes attributable to any increase in the assessed valuation of the Building Operating Costs and Common Area Operating Costs for such Calendar Yearoccurring after termination. The termination of this Lease shall not affect the obligations of Tenant to pay Escalation Rent the parties pursuant to this Section 5.1 during 5(b) to be performed after the Lease Termtermination.

Escalation Rent. Commencing on During the expiration term of the Base Lease commencing in the first Adjustment Year, Tenant shall pay to Lessor, in addition to the Base Rent, an escalation rent (the "Escalation Rent"). The annual Escalation Rent shall be paid monthly, with payable monthly in advance on each Rent Payment Date in an amount equal to one-twelfth of the annual Escalation Rent. The Escalation Rent shall increase in each subsequent annual reconciliation, Adjustment Year. The Escalation Rent as adjusted in accordance with such subsequent Adjustment Year will be due each Fiscal Year thereafter until the following procedures:next Adjustment Year. (a) Within ninety The annual Escalation Rent which is to become due with respect to the first Adjustment Year is to be the higher of (901) days after 30% of the close Base Rent or (2) that percentage of the Base Rent as is equal to the percentage increase, if any, of the average annual Escalation Rent Net Cash Flow for the two Fiscal Years immediately preceding the first Adjustment Year above the average annual Pro Forma Escalation Rent Net Cash Flow for the fifth and sixth Fiscal Years preceding the first Adjustment Year; provided however, that clause (2) shall not cause the total of the Base Rent plus the Escalation Rent in any Fiscal Year to exceed 5% of Net Operating Income in such Fiscal Year but in no event shall this act as a limitation on the payment of Base Rent. The amount, if any, that the amount of Base Rent plus Escalation Rent calculated by clause (2) above exceeds 5% of Net Operating Income shall not cumulate to be due in any subsequent Fiscal Year. (b) In each Calendar subsequent Adjustment Year, or as soon after the ninety annual Escalation Rent will become (90until the next Adjustment Year) day period as practicable, Landlord shall deliver to Tenant a statement showing the actual Building Operating Costs higher of (1) the total of (i) the previous annual Escalation Rent plus (ii) 20% of the total of the Base Rent and the actual Common Area Operating Costs previous annual Escalation Rent or (2) that percentage of the total of the Base Rent plus the previous annual Escalation Rent as is equal to the percentage increase of the average annual Escalation Rent Net Cash Flow for the Calendar two Fiscal Years immediately preceding such Adjustment Year over the average annual Escalation Rent Net Cash Flow during the two Fiscal Years immediately preceding the prior Adjustment Year; provided, however, that just endedclause (2) shall not cause the total of the Base Rent plus the Escalation Rent in any Fiscal Year to exceed 5% of Net Operating Income in such Fiscal Year but in no event shall this act as a limitation on the payment of Base Rent. The amount, if any, that the amount of Base Rent plus Escalation Rent calculated by clause (2) immediately above exceeds 5% of Net Operating Income shall not cumulate to be due in any subsequent Fiscal Year. (c) In the event Tenant gives notice to Lessor that 5% of the Net Operating Income is reasonably expected to be less than the Base Rent and the Escalation Rent which would be due under clause (2) of whichever of subsections (a) or (b) of this section is then applicable in calculating Escalation Rent, Tenant may, from time to time as provided in such notice, reduce the amount of Escalation Rent to an amount which, together with Landlord’s calculation the monthly installment of the Base Rent will, when paid monthly, equal 5% of the Net Operating Income as estimated and Tenant will from time to time adjust such payment of Escalation Rent if Tenant determines that such estimate is less than the actual 5% of Net Operating Income, but in any event not less than the amount required under clause (1) of such subsections, whichever is applicable. (d) The increased annual Escalation Rent calculated under clause (1) of whichever of subsections (a) or (b) above is then applicable shall be payable monthly, commencing on the first Rent Payment Date in each Adjustment Year until the payment, if any, provided in the next sentence is made. At the time Tenant delivers to Lessor the Annual Accounting Statement (as provided in Section 2.5) it shall pay to Lessor the accrued but unpaid Escalation Rent, if any, that is due under this Lease for the portion of such Calendar Adjustment Year (collectively, “Landlord’s Statement”). If Landlord’s Statement discloses that the actual Escalation Rent for that Calendar Year was less than the estimated payments previously made by Tenant, Landlord shall credit the next monthly rental payment of Tenant with an amount equal to such overpayment or, if the Term which has expired, refund the overpayment to Tenant. If Landlord’s Statement discloses that the actual Escalation Rent for that Calendar Year exceeds the estimated payments previously made by Tenant, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery already occurred as a result of the Statement to Tenant by Landlord. Landlord’s Statement shall also contain Landlord’s estimate application of the Escalation Rent for the then current Calendar Year. Any such Escalation Rent shall be allocated equally to twelve clause (122) monthly Rent payments and those Rent payments shall be adjusted accordingly. Beginning with the next payment after Tenant’s receipt of Landlord’s Statement, Tenant shall pay the adjusted amount monthly. Together with the first adjusted monthly payment, Tenant shall also pay the monthly increases computed for the then current year attributable to the months in that Calendar Year preceding the delivery whichever of Landlord’s Statement. subsections (a) or (b) The amount of Escalation Rent for any partial Calendar Year in the Term shall be prorated. The proration of Escalation Rent for such partial Calendar Year shall be calculated by multiplying the Escalation Rent that would have been owed had the entire Calendar Year in question been included within the Term by a fraction, the numerator of which shall be the number of days during such partial Calendar Year that this Lease was in effect and the denominator of which shall be three hundred sixty-five (365). To calculate Building Operating Costs and Common Area Operating Costs for such partial Calendar Year, Landlord will wait until the end of such partial Calendar Year and determine the proration of Escalation Rent by using the actual Building Operating Costs and Common Area Operating Costs for such Calendar Year. The termination of this Lease shall not affect the obligations of Tenant to pay Escalation Rent pursuant to this Section 5.1 during the Lease Termabove is then applicable.

Escalation Rent. Commencing on the expiration of the Base Year, Escalation Rent shall be paid monthly, with subsequent annual reconciliation, in accordance with the following procedures:Taxes (a) Within ninety If the Taxes payable with respect to the Real Property for any Tax Year (90any part or all of which falls within the Term) shall represent an increase above the Base Taxes, then Tenant shall pay as Additional Rent for such Tax Year and continuing thereafter until a new Tax Statement is rendered to Tenant, a payment (the "Tax Payment") equal to Tenant's Share of the amount by which the Taxes payable with respect to the Real Property for such Tax Year exceed the Base Taxes as shown on the Tax Statement with respect to such Tax Year. (b) At any time during or after the Term, as the case may be, Landlord may render to Tenant a Tax Statement or Statements showing (1) a comparison of the Landlord's good faith estimate of Taxes for the applicable Tax Year with the Base Taxes and (2) the amount of the Tax Payment resulting from such comparison. Tenant shall pay to Landlord the Tax Payment not later than thirty (30) days after Tenant's receipt of such Tax Statement or Statements. Within six (6) months following (i) the close date on which the final payment of each Calendar Taxes are due and payable for a particular Tax Year, or as soon (ii) in the event Landlord contests such Taxes, the date on which such contest is resolved either during or after the ninety (90) day period Term, as practicablethe case may be, Landlord shall deliver render to Tenant a statement Tax Statement or Statements showing (1) a comparison of the actual Building Operating Costs Taxes for the Tax Year with the Base Taxes and (2) the amount of the actual Common Area Operating Costs for Tax Payment resulting from such comparison. To the Calendar Year that just ended, together with Landlord’s calculation of the Escalation Rent, if any, that is due under this Lease for such Calendar Year (collectively, “Landlord’s Statement”). If Landlord’s Statement discloses that extent the actual Escalation Rent for that Calendar Year was less than the estimated payments previously made by TenantTax Payment differs from Landlord's good faith estimate of such Tax Payment, Landlord shall credit the next monthly rental payment of Tenant with an amount equal to such overpayment or, if the Term has expired, refund the overpayment to Tenant. If Landlord’s Statement discloses that the actual Escalation Rent for that Calendar Year exceeds the estimated payments previously made by Tenant, then Tenant shall pay the deficiency any net debit balance to Landlord (after crediting all previously paid estimated Tax Payments) within thirty (30) days after delivery next following rendition by Landlord of an invoice for such net debit balance; provided that no default by Tenant exists hereunder, any net credit balance shall be applied against the next accruing monthly installments of Base Rent or refunded to the extent no further Base Rent is due. Time is of the essence with respect to Tenant's obligation to timely pay Tax Payments. If the Tax Year established by the applicable Governmental Authority shall be changed, any Taxes for the Tax Year prior to such change which are included within the new Tax Year and which were the subject of a prior Tax Statement shall be apportioned for the purpose of calculating the Tax Payment payable with respect to Tenant by Landlordsuch new Tax Year. Landlord’s 's failure to render a Tax Statement during or with respect to any Tax Year shall also contain not prejudice Landlord’s 's right to render a Tax Statement during or with respect to any subsequent Tax Year, and shall not eliminate or reduce Tenant's obligation to make Tax Payments for such Tax Year. Tenant acknowledges that the Tax Statement may provide an estimate of the Escalation Rent Taxes payable with respect to such Tax Year and that Landlord shall, from time to time thereafter, provide Tenant with updated Tax Statements based on the tax information available. Whenever so requested, but no more than once a year, Landlord shall furnish Tenant with a reproduced copy of the tax xxxx (or receipted xxxx) for the then current Calendar Year. Any such Escalation Rent shall be allocated equally to twelve (12) monthly Rent payments and those Rent payments shall be adjusted accordingly. Beginning with the next payment after Tenant’s receipt of Landlord’s Statement, Tenant shall pay the adjusted amount monthly. Together with the first adjusted monthly payment, Tenant shall also pay the monthly increases computed Taxes for the then current year attributable to or next succeeding Tax Year (if theretofore issued by the months in that Calendar Year preceding the delivery of Landlord’s StatementGovernmental Authority). (bc) The amount Landlord shall, on an annual basis during the Term, make a reasonable determination whether or not to engage an expert to challenge the annual assessment of Escalation Rent for any partial Calendar Taxes. Only Landlord shall be eligible to institute tax reduction or other similar proceedings. In the event that after a Tax Statement has been sent to Tenant, a refund of Taxes with respect to a Tax Year in during the Term is actually received by or on behalf of Landlord, then, promptly after receipt of such refund, Landlord shall send Tenant a Tax Statement adjusting the Taxes for such Tax Year and setting forth Tenant's applicable share of such refund and Tenant shall be prorated. The proration entitled to receive its applicable Building share, either at Landlord's option, by way of Escalation a credit against the Base Rent for next becoming due after the sending of such partial Calendar Year Tax Statement, or by a refund, to the extent no further Base Rent is due; provided, however, that Tenant's applicable share of such refund shall be calculated by multiplying limited to the Escalation Rent that would have been owed portion of the Tax Payment, if any, which Tenant had theretofore paid to Landlord attributable to increases in Taxes for the entire Calendar Year Building in question been included within for the Term by a fraction, Tax Year to which the numerator of which shall be the number of days during such partial Calendar Year that this Lease was in effect and the denominator of which shall be three hundred sixty-five (365). To calculate Building Operating Costs and Common Area Operating Costs for such partial Calendar Year, Landlord will wait until the end of such partial Calendar Year and determine the proration of Escalation Rent by using the actual Building Operating Costs and Common Area Operating Costs for such Calendar Year. The termination of this Lease shall not affect the obligations of Tenant to pay Escalation Rent pursuant to this Section 5.1 during the Lease Termrefund is applicable.

Escalation Rent. Commencing on the expiration of the Base Year, Escalation Rent shall be paid monthlymonthly on an estimated basis, with subsequent annual reconciliation, in accordance with the following procedures: (a) No later than fifteen (15) days after to the end of the Base Year and no later than fifteen (15) days after to the end of each subsequent calendar year, or as soon after that time as practicable, Landlord shall give Tenant notice of Landlord’s estimate of any Escalation Rent due under Section 4(a) for the ensuing calendar year with respect to (i) Operating Expenses and/or (ii) Property Taxes. On or before the first day of each month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Escalation Rent. If Landlord fails to give notice as required in this Section, Tenant shall continue to pay on the basis of the prior year’s estimate until the month after that notice is given. If at any time it appears to Landlord that the Escalation Rent for Operating Expenses and/or Property Taxes for the current calendar year will vary from the estimate, Landlord may, by notice to Tenant, revise the estimate for that year, and subsequent payments by Tenant for that year shall be based on the revised estimate. (b) Within ninety (90) days after the close of each Calendar Yearcalendar year, or as soon after the ninety (90) day period as practicable, Landlord shall deliver to Tenant a statement showing the actual Building Operating Costs and the actual Common Area Operating Costs for the Calendar Year that just ended, together with Landlord’s calculation of the Escalation Rent, if any, that is due under this Lease for such Calendar Year (collectively, “Landlord’s Statement”). If Landlord’s Statement discloses that i) the actual Escalation Rent for that Calendar Year was calendar year with respect to Operating Expenses and (ii) the actual Escalation Rent for that calendar year with respect to Property Taxes. At Tenant’s request, Landlord shall provide Tenant reasonable supporting detail underlying the calculations of Operating Expenses and/or Property Taxes. If Landlord’s statement discloses that Tenant owes an amount that is less than the estimated payments for the calendar year for either Operating Expenses or Property Taxes previously made by Tenant, Landlord shall credit the excess first against any sums then owed by Tenant, and then against the next monthly payments of rental payment of Tenant with an amount equal to such overpayment or, if the Term has expired, refund the overpayment to Tenantdue. If Landlord’s Statement statement discloses that the actual Escalation Rent for Tenant owes an amount that Calendar Year exceeds is more than the estimated payments for the calendar year previously made by TenantTenant for either Operating Expenses or Property Taxes, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of the Statement statement. (c) Landlord shall maintain at all times during the term of this Lease, at the office of Landlord in the Building or such other office as Landlord may designate full, complete and accurate books of account and records prepared in accordance with generally accepted accounting principles with respect to Tenant Escalation Rent, and shall retain such books and records, as well as contracts, bills, vouchers, and checks, and such other documents as are reasonably necessary to properly audit the Escalation Rent. Upon reasonable notice from Tenant, Landlord shall make available for Tenant’s inspection (or inspection performed by Landlord. Tenant’s accountant and/or consultants) at Landlord’s Statement shall also contain office in the Building, during normal business hours, Landlord’s estimate of books and records relating to the Escalation Rent for the then current Calendar Yearprevious calendar year. Any such If Tenant’s inspection reveals that Tenant was overcharged for Escalation Rent for Operating Expenses or Escalation Rent for Property Taxes and Landlord does not dispute such findings, the amount of the overcharge shall be allocated equally promptly refunded to twelve (12) monthly Rent payments and those Rent payments shall be adjusted accordingly. Beginning with the next payment after Tenant’s receipt of Landlord’s Statement, Tenant shall pay the adjusted amount monthly. Together with the first adjusted monthly payment, Tenant shall also pay the monthly increases computed for the then current year attributable to the months in that Calendar Year preceding the delivery of Landlord’s Statement. (bd) The amount of Escalation Rent for Operating Expenses and the amount of Escalation Rent for Property Taxes for any partial Calendar Year fractional year in the Term shall be appropriately prorated. The proration of Escalation Rent Operating Expenses for such partial Calendar Year the calendar year in which termination occurs shall be calculated by multiplying on the Escalation Rent basis of a fraction of the Operating Expenses for that would have been owed had the entire Calendar Year in question been included within the Term by a fraction, the numerator of which shall be the number of days during such partial Calendar Year that this Lease was in effect and the denominator of which shall be three hundred sixty-five (365). To calculate Building Operating Costs and Common Area Operating Costs for such partial Calendar Year, Landlord will wait until the end of such partial Calendar Year and determine calendar year; the proration of Escalation Rent by using Property Taxes for the actual calendar year in which termination occurs shall be calculated on the basis of a fraction of the Property Taxes for that entire calendar year, but shall exclude any Property Taxes attributable to any increase in the assessed valuation of the Building Operating Costs and Common Area Operating Costs for such Calendar Yearoccurring after termination. The termination of this Lease shall not affect the obligations of Tenant to pay Escalation Rent the parties pursuant to this Section 5.1 during 5(b) to be performed after the Lease Termtermination.

Escalation Rent. Commencing on the expiration of the Base Year, Escalation Rent shall be paid monthlymonthly on an estimated basis, with subsequent annual reconciliation, in accordance with the following procedures: (a) No later than fifteen (15) days after to the end of the Base Year and no later than fifteen (15) days after the end of each subsequent calendar year, or as soon after that time as practicable, Landlord shall give Tenant notice of Landlord’s reasonable estimate of any Escalation Rent due under Section 4(a) for the ensuing calendar year with respect to (i) Operating Expenses, and/or (ii) Property Taxes. On or before the first day of each month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Escalation Rent. If Landlord fails to give notice as required in this Section, Tenant shall continue to pay on the basis of the prior year’s estimate until the month after that notice is given. If at any time it appears to Landlord that the Escalation Rent for Operating Expenses and/or Property Taxes for the current calendar year will vary from the estimate, Landlord may, by notice to Tenant, reasonably revise the estimate for that year, and subsequent payments by Tenant for that year shall be based on the revised estimate. (b) Within ninety (90) days after the close of each Calendar Yearcalendar year, or as soon after the ninety (90) day period as practicable, Landlord shall deliver to Tenant a statement showing of (i) the actual Building Escalation Rent for that calendar year with respect to Operating Costs Expenses and (ii) the actual Common Area Escalation Rent for that calendar year with respect to Property Taxes. Landlord shall provide Tenant reasonable supporting detail underlying the calculations of Operating Costs for Expenses and/or Property Taxes (the Calendar Year that just ended, together with Landlord’s calculation of the Escalation Rent, if any, that is due under this Lease for such Calendar Year (collectively, “Landlord’s Statement”). If Landlord’s Statement statement discloses that the actual Escalation Rent for Tenant owes an amount that Calendar Year was is less than the estimated payments for the calendar year for either Operating Expenses or Property Taxes previously made by Tenant, then Landlord shall credit the excess first against any sums then owed by Tenant, and then against the next monthly payments of rental payment of Tenant with an due, and if no further amount equal to is owed by Tenant, Landlord shall pay such overpayment or, if the Term has expired, refund the overpayment excess to Tenant. If Landlord’s Statement statement discloses that the actual Escalation Rent for Tenant owes an amount that Calendar Year exceeds is more than the estimated payments for the calendar year previously made by TenantTenant for either Operating Expenses or Property Taxes, then Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of the Statement statement. (c) Landlord shall maintain at all times during the term of this Lease, at the office of Landlord in the Building or such other office as Landlord may designate, books of account and records with respect to Escalation Rent, and shall retain such books and records, as well as contracts, bills, vouchers, and checks, and such other documents as are reasonably necessary to properly audit the Escalation Rent. Upon reasonable notice from Tenant, Landlord shall make available for inspection, by an accountant or consultant selected by Tenant and reasonably approved by Landlord. , at Landlord’s Statement shall also contain office in the Building, during normal business hours, Landlord’s estimate of books and records relating to the Escalation Rent for the then current Calendar Yearprevious calendar year. Any such Such inspection shall be at Tenant’s own expense. The accountant/consultant shall not be retained by Tenant on a “contingency” basis. Tenant shall in no event have the right to inspect Landlord’s books and records more than one time per year. Tenant’s failure to request an inspection within sixty (60) days after delivery of the Statement to Tenant shall constitute Tenant’s waiver of any right to contest the amounts shown in the Statement. If Tenant’s inspection reveals that Tenant was overcharged for Escalation Rent for Operating Expenses or Escalation Rent for Property Taxes and Landlord does not dispute such findings, the amount of the overcharge shall be allocated equally promptly refunded to twelve (12) monthly Rent payments and those Rent payments shall be adjusted accordingly. Beginning with the next payment after Tenant’s receipt of Landlord’s Statement, Tenant shall pay the adjusted amount monthly. Together with the first adjusted monthly payment, Tenant shall also pay the monthly increases computed for the then current year attributable to the months in that Calendar Year preceding the delivery of Landlord’s Statement. (bd) The amount of Escalation Rent for Operating Expenses and the amount of Escalation Rent for Property Taxes for any partial Calendar Year fractional year in the Term shall be appropriately prorated. The proration of Escalation Rent Operating Expenses for such partial Calendar Year the calendar year in which termination occurs shall be calculated by multiplying on the Escalation Rent basis of a fraction of the Operating Expenses for that would have been owed had the entire Calendar Year in question been included within the Term by a fraction, the numerator of which shall be the number of days during such partial Calendar Year that this Lease was in effect and the denominator of which shall be three hundred sixty-five (365). To calculate Building Operating Costs and Common Area Operating Costs for such partial Calendar Year, Landlord will wait until the end of such partial Calendar Year and determine calendar year; the proration of Escalation Rent by using Property Taxes for the actual calendar year in which termination occurs shall be calculated on the basis of a fraction of the Property Taxes for that entire calendar year, but shall exclude any Property Taxes attributable to any increase in the assessed valuation of the Building Operating Costs and Common Area Operating Costs for such Calendar Yearoccurring after termination of this Lease. The termination of this Lease shall not affect the obligations of Tenant to pay Escalation Rent the parties pursuant to this Section 5.1 during 5(b) to be performed after the Lease Termtermination.

Escalation Rent. Commencing on (a) Tenant shall pay to Landlord as "Escalation Rent" for the expiration Premises, during each full or partial calendar year during the Term, (i) Tenant's Percentage Share of the Base Yearall Building Operating Expenses for such year, plus (ii) Tenant's Percentage Share of all Building Tax Expenses for such year. Escalation Rent shall be paid monthlymonthly on an estimated basis, with subsequent annual reconciliation, in accordance with the following procedures:procedures set forth in this Section 4. Tenant acknowledges that this Lease is what is commonly referred to as a "triple net" lease, and that Tenant will be responsible for its Percentage Share of all Building Operating Expenses and Building Tax Expenses, without reference to any Base Year concept. (ab) During December each calendar year, or as soon thereafter as practicable, Landlord shall give Tenant notice of its estimate of any Escalation Rent due for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year, Tenant shall pay to Landlord 1/12th of such estimated Escalation Rent, provided that if such notice is not given in December, Tenant shall continue to pay on the basis of the prior year's estimate until such revised estimate is delivered, from and after which time (commencing with the first day of the next calendar month after such notice is given; or if such first day is less than fifteen (15) days after the date of Landlord's notice, then on the first day of the second calendar month after such notice is given) Tenant shall pay such amount as is necessary to bring Tenant current with respect to such revised estimate for such calendar year, as if such revised estimate had been delivered in December, and thereafter monthly payments shall be based on such revised estimate, unless and until further revised in accordance herewith. If at any time or times it appears to Landlord that the Escalation Rent for the current calendar year will vary from its estimate, Landlord may, by notice to Tenant, revise its estimate for such year, and subsequent payments by Tenant for such year shall be based upon such revised estimate. (c) Within ninety (90) 90 days after the close of each Calendar Year, calendar year or as soon after the ninety (such 90) -day period as practicable, Landlord shall deliver to Tenant a statement showing the actual Building Operating Costs and the actual Common Area Operating Costs for the Calendar Year that just ended, together with Landlord’s calculation of the Escalation Rent, if any, that is due under this Lease for such Calendar Year (collectively, “Landlord’s Statement”). If Landlord’s Statement discloses that the actual Escalation Rent for such calendar year, accompanied by a statement showing the Building Operating Expenses and Building Tax Expenses on the basis of which the actual Escalation Rent was determined. Except as expressly provided to the contrary in Section 4(c)(i) below, such statement shall be final and binding upon Landlord and Tenant as to the amount of the Building Operating Expenses and Building Tax Expenses. If Landxxxx'x xtatement discloses that Calendar Year was Tenant owes an amount that is less than the estimated payments for such calendar year previously made by Tenant, Landlord shall credit such excess first against any sums then owed by Tenant to Landlord and then against the next monthly payments of rental payment due hereunder; provided, however, that if the amount of credit exceeds the rent due for the balance of the term of this Lease, Landlord shall pay any excess to Tenant with within thirty (30) days after the expiration of the term of this Lease; provided, further, that Landlord shall have the right to retain any such excess and apply the same against any sums which Landlord would otherwise be entitled to receive under this Lease as a result of any default by Tenaxx. Xx Landxxxx'x xtatement discloses that Tenant owes an amount equal to such overpayment or, if the Term has expired, refund the overpayment to Tenant. If Landlord’s Statement discloses that the actual Escalation Rent for that Calendar Year exceeds is more than the estimated payments for such calendar year previously made by Tenant, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of the Statement statement. The failure of Landlord to timely furnish the statement for any calendar year shall not prejudice Landlord from enforcing its rights hereunder. (i) Provided that Tenant is not in default in its obligations under this Lease (including any matter which would constitute a default with either the passage of time or the giving of notice)(subject to applicable cure periods, if any), Tenant may, within ninety (90) days following the delivery by Landlord to Tenant by Landlord. Landlord’s Statement shall also contain Landlord’s estimate of the statement of Escalation Rent described above, request in writing an audit of the Building Operating Expenses and Building Tax Expenses which form the basis upon which Landlord determines the actual Escalation Rent. As a condition to Tenaxx'x xudit rights hereunder, such notice must be accompanied by Tenaxx'x xayment in full to Landlord of all amounts due from Tenant to Landlord as specified in the Landlord's statement. Tenant shall have no right to withhold, deduct, or offset any monetary obligation of Tenant to Landlord under the Lease (including, without limitation, Tenant's obligation to make all rental payments owing under this Lease, including, without limitation, all Escalation Rent) pending the completion of and regardless of the results of any audit of records under this Section. The right of Tenant under this Section 4(c)(i) may only be exercised once for each Landlord's statement of Escalation Rent, and if Tenant fails to meet any of the then current Calendar Year. Any above conditions as a prerequisite to the exercise of such right, the right of Tenant under this Section as to a particular Landlord's statement of Escalation Rent shall be allocated equally deemed waived. Tenant may cause any audit requested by it under this Section 4(c)(i) to twelve be performed by either its own staff or otherwise by an independent firm of certified public accountants. Tenant must complete its audit within ninety (1290) monthly Rent payments and those Rent payments shall be adjusted accordingly. Beginning with days of the next payment after date of Tenant’s receipt of Landlord’s Statement, Tenant shall pay the adjusted amount monthly. Together with the first adjusted monthly payment, Tenant shall also pay the monthly increases computed for the then current year attributable to the months in that Calendar Year preceding the delivery of Landlord’s Statement's audit request. (bii) The amount Tenant acknowledges that Landlord maintains its records for Building Operating Expenses and Building Tax Expenses at its offices (as the same may be located from time to time) and Tenant therefore agrees that any review of Escalation Rent for records under Section 4(c)(i) above shall occur at such location and, except as provided in Section 4(c)(vii) below, be at the sole expense of Tenant. If Tenaxx xxxcovers a discrepancy, then, at Landlord's option, a further review shall be conducted in accordance with the provisions of Section 4(c)(iv) below. (iii) Tenant acknowledges and agrees that any partial Calendar Year records reviewed under Section 4(c)(i) constitute confidential information of Landlord, which shall not be disclosed to anyone other than the accountants performing the review and the principals of Tenant who receive the results of the review; except in the Term shall be proratedevent of any litigation concerning the same, in which case, Tenant will use its best efforts to keep such information confidential. The proration of Escalation Rent for such partial Calendar Year shall be calculated by multiplying the Escalation Rent that would have been owed had the entire Calendar Year Except as set forth in question been included within the Term by a fractionthis Section 4(c)(iii), the numerator of which shall be the number of days during such partial Calendar Year that this Lease was in effect and the denominator of which shall be three hundred sixty-five (365). To calculate Building Operating Costs and Common Area Operating Costs for such partial Calendar Year, Landlord will wait until the end Tenaxx'x xisclosure of such partial Calendar Year and determine the proration of Escalation Rent by using the actual Building Operating Costs and Common Area Operating Costs for such Calendar Year. The termination of this Lease shall not affect the obligations of Tenant information to pay Escalation Rent pursuant to this Section 5.1 during the Lease Term.any other person

Escalation Rent. Commencing on the expiration of the Base Year, Escalation Rent shall be paid monthlymonthly on an estimated basis, with subsequent annual reconciliation, in accordance with the following procedures: (a) No later than ninety (90) days prior to the end of the Base Year and no later than ninety (90) days prior to the end of each subsequent year, or as soon after that time as reasonably practicable, Landlord shall give Tenant notice of Landlord's reasonable estimate of any Escalation Rent due under Section 4(a) for the ensuing year. On or before the first day of each month during the ensuing year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Escalation Rent. If Landlord fails to give notice as required in this Section, Tenant shall continue to pay on the basis of the prior year's estimate until the month after that notice is given. If at any time it appears to Landlord that the Escalation Rent for the current year will vary from the estimate by more than f five percent (5%), Landlord shall, by notice to Tenant setting forth in reasonable detail the basis for such adjustment, revise the estimate for that year, and subsequent payments by Tenant for that year shall be based on the revised estimate. (b) Within ninety (90) days after the close of each Calendar year following the Base Year, or as soon after the ninety (90) day period as reasonably practicable, Landlord shall deliver to Tenant a statement showing the actual Building Operating Costs and the actual Common Area Operating Costs for the Calendar Year that just ended, together with Landlord’s calculation of the Escalation Rent, if any, that is due under this Lease for such Calendar Year (collectively, “Landlord’s Statement”). If Landlord’s Statement discloses that the actual Escalation Rent for that Calendar Year year showing Operating Expenses and Property Taxes on the basis of which the actual Escalation Rent was determined. At Tenant's request, Landlord shall provide Tenant reasonable supporting detail underlying the calculations of Operating Expenses and Property Taxes. If Landlord's statement discloses that Tenant owes an amount that is less than the estimated payments for that year previously made by Tenant, Landlord shall credit the excess first against any sums then owed by Tenant, and then against the next monthly payments of rental payment due and, with respect to the final calendar year of Tenant with an amount equal to the Term, promptly refund such overpayment or, if the Term has expired, refund the overpayment sums to Tenant. If Landlord’s Statement 's statement discloses that the actual Escalation Rent for Tenant owes an amount that Calendar Year exceeds is more than the estimated payments for that year previously made by Tenant, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of the Statement to Tenant by Landlord. Landlord’s Statement shall also contain Landlord’s estimate of the Escalation Rent for the then current Calendar Year. Any such Escalation Rent shall be allocated equally to twelve (12) monthly Rent payments and those Rent payments shall be adjusted accordingly. Beginning with the next payment after Tenant’s receipt of Landlord’s Statement, Tenant shall pay the adjusted amount monthly. Together with the first adjusted monthly payment, Tenant shall also pay the monthly increases computed for the then current year attributable to the months in that Calendar Year preceding the delivery of Landlord’s Statementstatement. (bc) The amount of Escalation Rent for any partial Calendar Year fractional year in the Term shall be appropriately prorated. The proration of Escalation Rent for such partial Calendar Year the applicable year in which termination occurs shall be calculated by multiplying on the Escalation Rent basis of a fraction of the Operating Expenses for that would have been owed had the entire Calendar Year in question been included within the Term by a fraction, the numerator of which shall be the number of days during such partial Calendar Year that this Lease was in effect year and the denominator of which shall be three hundred sixty-five (365). To calculate Building Operating Costs and Common Area Operating Costs for such partial Calendar Year, Landlord will wait until the end of such partial Calendar Year and determine the proration of Escalation Rent by using Property Taxes for the actual year in which termination occurs shall be calculated on the basis of a fraction of the Property Taxes for that entire year, but shall exclude any Property Taxes attributable to any increase in the assessed valuation of the Building Operating Costs and Common Area Operating Costs for such Calendar Year. The termination of this Lease shall not affect the obligations of Tenant to pay Escalation Rent pursuant to this Section 5.1 during the Lease Term.occurring after