Common use of of this Lease Clause in Contracts

of this Lease. Promptly after the end of each calendar year thereafter, Landlord shall make a determination of Tenant's Proportionate Share of such Operating Costs; and if the aforesaid payments theretofore made for such period by Tenant exceed Tenant's share, such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made during the last year of the Term, in which case such overpayment shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall within thirty (30) days of written notice from Landlord make a suitable payment to Landlord. The initial monthly payment on account of Tenant's Proportionate Share of Operating Costs shall be adjusted after Landlord's determination of Tenant's Proportionate Share actually due for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share of the actual Operating Costs for the immediately preceding period, with adjustments as appropriate where such preceding period is less than a full twelve-month period. Landlord shall have the same rights and remedies for non-payment by Tenant of any such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for in Article 14 of this Lease. As used in this Lease, the term "Operating Costs" shall mean all competitive, reasonable and customary costs and expenses incurred by Landlord in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") of the Building, the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:

of this Lease. Promptly after Landlord's consent to a Transfer shall not release Tenant from performing its obligations under the end Lease, but rather Tenant's transferee shall assume all of each calendar year thereafterTenant's obligations under the Lease in a writing reasonably satisfactory to Landlord, and Tenant and its transferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer shall not waive Landlord's or Tenant's rights as to any subsequent Transfer. Notwithstanding anything to the contrary, with respect to any proposed sublease of one (1) Floor or more of the Premises and which has a term of all or substantially all of the then applicable Term of this Lease and to which Landlord's prior consent is required (the portion of the Premises to be subleased is hereinafter known as the "Sublet Space"), Landlord shall make also have the option (i) to sublet the entire Sublet Space from Tenant at the same Base Rental as Tenant is required to pay to Landlord under this Lease for the Sublet Space, or (ii) to terminate this Lease as to the Sublet Space as provided below; provided, however, Landlord's right in this paragraph to so sublet or transfer shall not apply to a determination Permitted Transfer and shall not apply to the Original Initial Premises, but Landlord's right shall apply to the Initial Expansion Space and all other space thereafter leased to Tenant. For purposes of this paragraph, the term "all or substantially all of the then applicable Term" shall mean any sublease which has a term in excess of three (3) years and which will expire within one (1) year of the expiration of the then applicable Term. Landlord's option to sublet or to terminate, as the case may be, shall be exercisable by Landlord in writing within a period of fifteen (15) calendar days after receipt of Tenant's Proportionate Share notice of its intent to sublease. In the event Landlord exercises the option to sublet the Sublet Space pursuant to Landlord's option set forth above, the term of the subletting from the Tenant to Landlord shall be the term prescribed in the third party sublease (which shall not be longer than the then current Term of this Lease) and shall be on such terms and conditions as are contained in this Lease (including the Base Rental applicable to the Sublet Space as described in this Lease), except that Landlord shall have the right to further sublet the Sublet Space freely and without any consent or approval from Tenant and for such rent as Landlord shall agree upon in its sole and absolute discretion subject to the following restrictions. If Landlord exercises the option to sublease the Sublet Space or to terminate this Lease as to the Sublet Space, then (a) Landlord shall not sublease or lease to or allow the occupancy of any portion of Floors 1 and 2 only by any Financial Services Business as described in Section 38.1, but the foregoing restriction shall not apply to any other space in the Premises, and (b) such Sublet Space may be leased or further sublet by Landlord only for a use permitted under Legal Requirements which is not incompatible with a first class office building in downtown Minneapolis, Minnesota. If Landlord elects to terminate this Lease pursuant to Landlord's option set forth above, then this Lease shall terminate as to the Sublet Space on the date set forth in said third party sublease for commencement. If Landlord exercises its option to terminate this Lease with respect to the Sublet Space, as to that portion of the Premises which is not part of the Sublet Space, this Lease shall remain in full force and effect and the Base Rental for the remaining portion of the Premises which is not a part of the Sublet Space shall continue to be determined and paid in the manner provided in this Lease for such space. Landlord shall also have the right in connection with all subleases (other than an Affiliated Transfer or a sublease of a portion of the Original Initial Premises) to share in any profit from such subleases as hereinafter provided in this paragraph. In the event of such Operating Costs; a sublease and (i) if Landlord does not elect to exercise either the aforesaid payments theretofore made option to sublease or to terminate as described in the preceding paragraph (if available to Landlord) and (ii) the aggregate rental or other consideration paid by a transferee with respect to any sublease space (except as provided below) exceeds the sum of (y) Tenant's Rent to be paid to Landlord for such sublease space during such period by Tenant exceed and (z) an amount equal to the amortized amount of Tenant's sharereasonable costs and expenses actually incurred in connection with such Transfer, such overpayment including reasonable attorneys fees, brokerage fees, reasonable costs of finishing or renovating the space affected and reasonable cash rental concessions, which costs and expenses shall be credited against amortized over the payments thereafter original term of such sublease at an interest rate equal to be made by Tenant pursuant to this Paragraph eight percent (unless 8%) per annum, then seventy-five percent (75%) of such overpayment is made during the last year of the Term, in which case such overpayment excess shall be paid to Tenant Landlord within twenty fifteen (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall within thirty (3015) days of written notice from Landlord make a suitable payment after such amount is paid to LandlordTenant. The initial monthly payment on account terms of Tenant's Proportionate Share of Operating Costs shall be adjusted after this paragraph and Landlord's determination right to receive such excess rent shall not, however, apply to an Affiliated Transfer and shall not apply to the sublease of Tenant's Proportionate Share actually due for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share portion of the actual Operating Costs for the immediately preceding periodOriginal Initial Premises. Tenant authorizes its transferees to make payments of rent and any other sums due and payable, with adjustments as appropriate where such preceding period is less than a full twelve-month perioddirectly to Landlord upon an Event of Default by Tenant under this Lease. Landlord shall have the same rights right, at Landlord's expense, to audit Tenant's books and remedies for non-payment records relating to each such sublease, provided such information shall be kept confidential. Any attempted Transfer by Tenant in violation of any such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for in Article 14 terms and covenants of this Section 22 shall be void and shall constitute a default by Tenant under the Lease. As used in this Lease, the term ."Operating Costs" shall mean all competitive, reasonable and customary costs and expenses incurred by Landlord in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") of the Building, the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:

of this Lease. Promptly after the end of each calendar year thereafterAt Landlord's election, Landlord may separately meter the Premises for utilities, including without limitation, HVAC, water, gas and electricity, and Tenant shall make a determination pay, at Landlord's election, either directly to the provider thereof or to Landlord, within ten (10) days after billing, the cost of Tenant's Proportionate Share of consumption at Landlord's "Actual Cost". The term "Actual Cost" shall mean the actual out-of-pocket incremental extra costs to Landlord to provide additional services or utilities without markup for profit, overhead, depreciation or administrative costs. All such Operating Costs; and if the aforesaid payments theretofore made for such period by Tenant exceed Tenant's share, such overpayment costs shall be credited against prorated among all tenants then requesting or needing additional services or utilities during such time periods. The parties stipulate that the payments thereafter Actual Cost for after-hours HVAC is currently $120 per hour, and such cost may be increased by Landlord to reflect any increase in Actual Costs incurred by the Landlord; provided, however, that Tenant shall be made by Tenant pursuant entitled to this Paragraph a ten percent (unless such overpayment is made during the last year 10%) discount off of the TermActual Cost for after-hours HVAC throughout the Lease Term and any Option Term(s). Landlord and Tenant acknowledge and agree that Tenant shall only be charged $120 per hour total for after-hours HVAC provided to all floors of the Premises. By way of example, in which case such overpayment shall be paid if Landlord provides after-hours HVAC to Tenant within twenty the both the second (202nd) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such periodthird (3rd) floors of the Premises, Tenant shall within thirty be charged a combined fee of $120 per hour total for all floors of the Premises, and not $240 per hour. To the extent the Premises are not separately metered or if Landlord's cooperation is necessary in connection therewith, if Tenant desires to use HVAC during hours other than the Building Hours, (30i) days of written notice Tenant shall give Landlord such prior notice, as Landlord shall from Landlord make a suitable payment time to Landlord. The initial monthly payment on account time establish as appropriate, of Tenant's Proportionate Share of Operating Costs desired use, (ii) Landlord shall be adjusted after supply such after-hours HVAC (or cooperate to cause such supply, as applicable) to Tenant at Landlord's determination of Tenant's Proportionate Share actually due for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share of the actual Operating Costs for the immediately preceding period, with adjustments as appropriate where such preceding period is less than a full twelve-month period. Landlord shall have the same rights and remedies for non-payment by Tenant of any such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent Actual Cost as provided for in Article 14 of this Lease. As used in this Lease, the term "Operating Costs" shall mean all competitive, reasonable and customary costs and expenses incurred by Landlord in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") of the Building, the Building heating, ventilating, electrical, plumbingabove, and other systems and the Lot (collectively, "the Property"iii) calculated in accordance with generally accepted accounting principles, including, without limitation, the following:Tenant shall pay such cost within ten (10) days after billing.

of this Lease. Promptly Tenant ------------- may then offset the amount so provided to Landlord, against Tenant's next succeeding monthly installments of Base Rent which become due, provided that the total amount of such credit so provided shall be amortized over the then remaining Lease Term not including any Renewal Option Term unless Tenant has exercised a Renewal Option Right, with interest on the unamortized portion of such amount accruing at the Interest Rate. However, if Tenant is in default pursuant to SECTION 12.1.1 of this Lease (after expiration of any applicable --------------- cure period) at the end time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Funding Refusal Notice, and if Landlord and Tenant are not able to agree on the amounts to be so funded by Landlord, if any, within ten (10) days after Tenant's receipt of each calendar year thereaftera Funding Refusal Notice, Tenant may submit such dispute to arbitration in accordance with SECTION 19.41 of this Lease and Tenant ------------- shall not be entitled to deliver the Funding Amount nor shall Tenant be entitled to such offset from Base Rent unless the Arbitrator determines that Tenant is entitled to do so pursuant to this SECTION 8.5.1.2. If Tenant prevails in any --------------- such arbitration, the award by the Arbitrator shall include interest at the Interest Rate calculated from the date of funding by Tenant, if any, until the date of Landlord's payment of such award or, if Landlord and Tenant then agree that Tenant shall make be entitled to apply such award as a determination credit against Tenant's obligations to pay Base Rent, the award shall include interest at the Interest Rate calculated from the date of funding by Tenant, if any, until the date of Tenant's Proportionate Share application of such Operating Costs; and if the aforesaid payments theretofore made for such period by Tenant exceed Tenant's share, such overpayment shall be credited amounts as a credit against the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made during the last year of the Term, in which case such overpayment shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall within thirty (30) days of written notice from Landlord make a suitable payment to Landlord. The initial monthly payment on account of Tenant's Proportionate Share of Operating Costs shall be adjusted after Landlord's determination of Tenant's Proportionate Share actually due for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share of the actual Operating Costs for the immediately preceding period, with adjustments as appropriate where such preceding period is less than a full twelve-month period. Landlord shall have the same rights and remedies for non-payment by Tenant of any such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for in Article 14 of this Lease. As used in this Lease, the term "Operating Costs" shall mean all competitive, reasonable and customary costs and expenses incurred by Landlord in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") of the Building, the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:Base Rent.

of this Lease. Promptly after E. Landlord may exercise its rights under paragraphs B or C above with or without terminating the end Lease, and in no event shall any such exercise be construed as an election to terminate this Lease or operate to release Tenant from any of each calendar year thereafter, Landlord shall make a determination of Tenant's Proportionate Share of such Operating Costs; and if its obligations for the aforesaid payments theretofore made for such period by Tenant exceed Tenant's share, such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made during the last year remainder of the Term, or give rise to any claim for trespass. If Landlord exercises its rights under paragraphs B or C above without terminating the Lease, Landlord may from time to time make such alterations and repairs as necessary in which case order to relet the Premises, and may thereafter relet the Premises or any part thereof for such overpayment rent and upon such other terms and conditions as Landlord may determine advisable in its sole discretion. Upon each such reletting, all rentals and other sums received by Landlord from such reletting shall be paid applied as follows: first, to Tenant within twenty (20) days)the payment of any costs and expenses of such reletting; second, to the payment of any indebtedness other than Rent due and unpaid hereunder; and if Tenant's Proportionate Share is greater third, to the payment of Rent due and unpaid hereunder. If such rentals and other sums received from such reletting during any month are less than such payments theretofore made on account the amounts due pursuant to the foregoing schedule for such periodapplication of proceeds, Tenant shall within thirty (30) days of written notice from Landlord make a suitable payment pay such deficiency to Landlord. The initial monthly payment on account of Tenant's Proportionate Share of Operating Costs ; if such rentals and other sums shall be adjusted after more, Tenant shall have no right to, and shall receive no credit for, the excess. Such deficiency shall be calculated and paid monthly. Notwithstanding any such reletting without termination, Landlord may at any time elect to terminate this Lease for such previous breach. In the event Landlord re-enters and takes possession of the Premises pursuant to this Section 18.02, then Landlord shall add the Premises into its inventory of available space and shall use commercially reasonable efforts to relet the same; provided, however, that in no event shall Landlord be required to relet the Premises in preference to other available space in Landlord's determination of Tenant's Proportionate Share actually due inventory at that time, nor shall Landlord be required to divide the Premises for the preceding accounting period by a payment which is one-twelfth (1/12th) purpose of Tenant's Proportionate Share of leasing the actual Operating Costs for the immediately preceding period, with adjustments as appropriate where such preceding period is less portions thereof to more than a full twelve-month period. Landlord shall have the same rights and remedies for non-payment by Tenant of any such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for in Article 14 of this Lease. As used in this Lease, the term "Operating Costs" shall mean all competitive, reasonable and customary costs and expenses incurred by Landlord in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") of the Building, the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:one tenant.

of this Lease. Promptly after the end of each calendar year thereafterIf such consent is given, Landlord shall make a determination of Tenantinstall supplementary air conditioning units or other facilities in the Premises, including supplementary or additional metering devices, and in connection therewith Tenant may, to the extent available, tap into and use Landlord's Proportionate Share of such Operating Costs; water, and if the aforesaid payments theretofore made for such period by Tenant exceed Tenant's share, such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made during the last year Actual Cost of the Termwater and the cost of installation, in which case such overpayment operation and maintenance, and other similar charges, shall be paid by Tenant to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall Landlord within thirty (30) days of written notice from Landlord's xxxx therefor. If Tenant desires to use heat, ventilation or air conditioning during hours other than those for which Landlord make a suitable payment is obligated to supply such utilities pursuant to the terms of Section 6.1 of this Lease, subject to Landlord's commercially reasonable rules and regulations, Landlord shall supply such utilities to Tenant at such hourly cost to Tenant as Landlord shall from time to time establish as set forth below. The initial monthly payment on account Following the expiration of Tenant's Proportionate Share of Operating Costs shall be adjusted after Landlord's determination of Tenant's Proportionate Share actually due for each month during the preceding accounting period by a payment which is one-twelfth Lease Term (1/12thor at such other period(s) of Tenant's Proportionate Share of the actual Operating Costs for the immediately preceding periodtime designated by Landlord), with adjustments as appropriate where such preceding period is less than a full twelve-month period. Landlord shall have the same rights and remedies for non-payment right to calculate the total number of HVAC Hours utilized by Tenant in such prior month or period of any such amounts due on account time (the "TOTAL HVAC HOURS") and in the event that the Total HVAC Hours exceeds the HVAC Maximum, Tenant shall pay to Landlord, within thirty (30) days following receipt of such Operating Costs a xxxx therefore, Landlord's "Actual Cost," as Landlord has hereunder defined below, for the failure of HVAC utilized during such excess hours (but not including utility charges to the extent separately metered to the Premises and paid by Tenant). Landlord shall, in any event, also have the right to require Tenant to pay Landlord's reasonable estimated excess HVAC usage (in the event Landlord anticipates that the Total HVAC Hours may exceed the HVAC Maximum) and Tenant shall pay such estimated payments to Landlord concurrently with Tenant's payment of Additional Rent as provided for in Article 14 Section 4.3.2, which reasonable estimate Landlord shall, upon Tenant's request, provide Tenant with supporting documentation therefor. Following the end of each Lease Year, a reconciliation shall be performed by Landlord based on the actual HVAC Hours. If Tenant uses water or electricity in excess of that supplied by Landlord pursuant to Section 6.1 of this Lease. As used in this Lease, Tenant shall pay to Landlord, within thirty (30) days' receipt of a billing therefor, the term Actual Cost of such excess consumption, the which "Operating CostsActual Cost" shall mean all competitive, reasonable and customary costs and expenses incurred by Landlord in connection with be the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") actual cost of the Buildinginstallation, operation (but not including utility charges to the Building heating, ventilating, electrical, plumbingextent separately metered to the Premises and paid by Tenant), and other systems maintenance of equipment which is installed in order to supply such excess consumption, and the Lot cost, as reasonably determined by Landlord, of the increased wear and tear on existing equipment caused by such excess consumption and depreciation without, however, any charge for profit, overhead or administration; and Landlord may install devices to separately meter any increased use and in such event Tenant shall pay the increased cost directly to Landlord within thirty (collectively, "the Property"30) calculated in accordance with generally accepted accounting principles, including, without limitation, the following:days following receipt of a xxxx therefor. Amounts payable by Tenant to Landlord for such use of additional utilities shall be deemed Additional Rent hereunder.

of this Lease. Promptly after the end of each calendar year thereafter, Landlord shall make a determination of Tenant's Proportionate Share ’s share of such Operating Costs; and if the aforesaid payments theretofore made for such period by Tenant exceed Tenant's Xxxxxx’s share, such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made during the last year of the Term, in which case such overpayment shall be paid to Tenant within twenty (20) days)Paragraph; and if Tenant's Proportionate Share ’s share is greater than such payments theretofore made on account for such period, Tenant shall within thirty (30) days of written notice from the Landlord make a suitable the appropriate payment to Landlord. The initial monthly payment on account of Tenant's Proportionate Share of the Operating Costs shall be adjusted replaced after Landlord's Xxxxxxxx’s determination of Tenant's Proportionate Share actually due ’s share thereof for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share of the ’s actual Operating Costs share thereof for the immediately preceding period, with adjustments as appropriate where such preceding period is less than a full twelve-month period. Landlord shall have the same rights and remedies for non-payment by Tenant of any such amounts due on account of such Operating Costs as Landlord has hereunder hereunder, for the failure of Tenant to pay Rent rent as provided for in Article 14 of this Lease. As used in this Lease, the term "‘‘Operating Costs" ” shall mean all competitive, reasonable and customary costs and expenses incurred by Landlord in connection with the operation, insuring, repair, equipping, maintenance, replacement replacement, management and management cleaning (collectively, "“the Operation"”) of the Building, the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "“the Property") calculated in accordance with generally accepted accounting principles”), including, without limitation, the following:

of this Lease. Promptly Landlord shall deliver to Tenant within 60 days after the end expiration of each calendar year thereafter, Landlord shall make a determination of reasonably detailed statement showing Tenant's Proportionate Share of such Operating Costs; and if the aforesaid payments theretofore made for such period by Tenant exceed Tenant's share, such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made during the last year of the Term, in which case such overpayment shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall within thirty (30) days of written notice from Landlord make a suitable payment to Landlord. The initial monthly payment on account of Tenant's Proportionate Share of Operating Costs shall be adjusted after Landlord's determination of Tenant's Proportionate Share actually due for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share of the actual Operating Costs Expenses incurred during such year. If Tenant's payments under this Section during said subsequent year exceed Tenant's Share of actual Operating Expenses as indicated on said statement, Tenant shall be entitled to credit the amount of such overpayment against Tenant's Share of Operating Expenses next falling due. If Tenant's payments under this Section during the subject calendar year were less than Tenant's Share of actual Operating Expenses as indicated on said statement, Tenant shall pay to Landlord the amount of the deficiency within 10 days after delivery by Landlord to Tenant of said statement. During any periods of adjustments and prior to receipt of Landlord's statement, Tenant shall continue to pay Landlord the amount of the estimated payment for the immediately preceding periodprior calendar year and a retroactive adjustment, with adjustments as appropriate where such preceding period is less than a full twelve-month periodif applicable, shall be made after Tenant's receipt of the statement which sets forth the new estimated payment. Landlord and Tenant shall forthwith adjust between them any balance determined to exist with respect to that portion of the last year for which Tenant is responsible as to Operating Expenses, notwithstanding that the Term may have terminated before the same rights and remedies for non-payment by Tenant of any such amounts due on account end of such Operating Costs as Landlord has hereunder for year and such obligation shall survive the failure of Tenant to pay Rent as provided for in Article 14 expiration or earlier termination of this Lease. As used If Tenant disputes an adjustment submitted by Landlord or a proposed increase or decrease in this Leasethe estimated payment, Tenant shall give Landlord notice of such dispute within 30 days after Tenant's receipt of the term adjustment. If Tenant does not give Landlord timely notice, Tenant waives its right to dispute the particular adjustment. If Tenant timely objects, Tenant may engage its own certified public accountants ("Operating Costs" Tenant's Accountants") to verify the accuracy of the statement complained of or the reasonableness of the estimated increase or decrease. Tenant's Accountants shall mean enter into a confidentiality agreement satisfactory to Landlord. If Tenant's Accountants determine that an error has been made, Landlord's accountants and Tenant's Accountants shall endeavor to agree upon the matter, failing which such matter shall be submitted to an independent certified public accountant selected by Landlord, with Tenant's reasonable approval, for a determination which will be conclusive and binding upon Landlord and Tenant. Tenant shall pay for all competitive, reasonable and customary costs and expenses incurred by Tenant for Tenant's Accountants and in no event may Tenant's Accountants be engaged on a contingency basis to prepare such audit. Notwithstanding the pendency of any dispute, Tenant shall continue to pay Landlord in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") amount of the Buildingestimated payment or adjustment determined by Landlord's accountants until the adjustment has been determined to be incorrect. If it is determined that any portion of the Operating Expenses were not properly chargeable to Tenant, then Landlord shall promptly credit or refund the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:appropriate sum to Tenant. 5.3

of this Lease. Promptly after In the end of each calendar year thereafterevent the Statement indicates that the Excess for such Expense Year is less than the total Estimated Excess payments made by Tenant for such Expense Year, Landlord shall make a determination of Tenant's Proportionate Share refund such overpayment to Tenant within thirty (30) days after delivery of such Operating Costs; and if the aforesaid payments theretofore made for such period by Tenant exceed TenantStatement (or at Landlord's shareoption, such overpayment shall be credited against the Rent next due and payable under this Lease). 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, Tenant shall pay to Landlord the amount by which the Excess for such Expense Year exceeds the Estimated Excess payments thereafter to be made by Tenant pursuant for such Expense Year, or Landlord shall reimburse to this Paragraph (unless Tenant any overpayment of Estimated Excess payments made by Tenant for any such overpayment is made during Expense Year if such payments exceed the last year amount of Excess for such Expense Year, as the Termcase may be; such payment by Landlord or Tenant, in which case such overpayment as applicable, shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall within thirty (30) days of written notice from after the Statement for such final Expense Year is delivered by Landlord make a suitable payment to LandlordTenant. The initial monthly payment on account failure of Landlord to furnish the Statement for any Expense Year within such 120 day period shall not prejudice Landlord from enforcing its rights under this Article 4; provided, however, Landlord's failure to provide Tenant with a Statement for a particular Expense Year within the earlier of (i) two (2) years after the end of the Expense Year in question or (ii) one (1) year after the last Expense Year of the Lease Term, shall constitute a waiver of Landlord's right to collect any increase in Direct Expenses for the time period in question. Such waiver shall not affect Tenant's Proportionate Share of Operating Costs shall right to a credit for overpayment should it be adjusted after Landlord's determination of Tenant's Proportionate Share actually due for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share of the actual Operating Costs for the immediately preceding period, with adjustments as appropriate where such preceding period is less than a full twelve-month period. Landlord shall have the same rights and remedies for non-payment by Tenant of any such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for in Article 14 of under this Lease. As used in The provisions of this Lease, Section 4.3.2 shall survive the term "Operating Costs" shall mean all competitive, reasonable and customary costs and expenses incurred by Landlord in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") expiration or earlier termination of the Building, the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:Lease Term.

of this Lease. Promptly after the end of each calendar year thereafterIf such consent is given, Landlord shall make a determination of Tenant's Proportionate Share of such Operating Costs; and if the aforesaid payments theretofore made for such period by Tenant exceed Tenant's share, such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made during the last year of the Term, in which case such overpayment shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall within thirty (30) days of written notice from Landlord make a suitable payment to Landlord. The initial monthly payment on account of Tenant's Proportionate Share of Operating Costs shall be adjusted after Landlord's determination of Tenant's Proportionate Share actually due for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share of the actual Operating Costs for the immediately preceding period, with adjustments as appropriate where such preceding period is less than a full twelve-month period. Landlord shall have the same rights right to install supplementary air conditioning units or other facilities in the Premises, including supplementary or additional metering devices, and remedies for non-payment the reasonable cost thereof, including the cost of installation, operation and maintenance, increased wear and tear on existing equipment and other similar charges, shall be paid by Tenant to Landlord upon billing by Landlord subject to reasonable verification of any all such amounts due on account costs. If Tenant uses water, electricity, heat, ventilation or air conditioning in excess of such Operating Costs as that required to be supplied by Landlord has hereunder for the failure of Tenant pursuant to pay Rent as provided for in Article 14 SECTION 10.1 of this Lease. As used in this Lease, Tenant shall pay to Landlord, upon billing, the term cost ------------ of such excess consumption, the cost of the installation, operation, and maintenance of equipment which is required to be installed during the Lease Term in order to supply such excess consumption, and the cost of the increased wear and tear on existing or new equipment caused by such excess consumption; and Landlord may install devices to separately meter any increased use and, in such event, Tenant shall pay the increased cost directly to Landlord, on demand, including the cost of installing and maintaining such additional metering devices. If Tenant desires to use heat, ventilation or air conditioning other than during Building Hours, Tenant shall give Landlord at least one (1) business day prior notice of Tenant's desired use of such utilities. Tenant acknowledges that Landlord charges a fee per hour (the "Operating CostsHOURLY CHARGE") equal to $153.00 for after-hours heat or air-conditioning and $60.00 for ventilation only (the "AFTER-HOURS HVAC"). Landlord agrees that increases in the Hourly Charge will in no event exceed increases in Landlord's "Actual Cost" of providing the After-Hours HVAC. Likewise, Landlord agrees that in the event of any decrease in the Actual Cost of providing the After-Hours HVAC (e.g., resulting from an upgrade to a more efficient HVAC system, or a material decrease in electrical utility rates), Landlord shall correspondingly reduce the Hourly Charge. "Actual Cost" shall mean all competitivebe equal to Landlord's direct cost of providing such service, which direct cost shall be determined by calculating the total kilowatt minimum load multiplied by average electricity cost during those hours (to the extent reasonably determinable) plus any cost incurred for equipment maintenance for such after-hours usage. By way of example, if the utility company provides rate schedules for peak and off-peak demand hours, the electricity costs for After-Hours HVAC should reflect rates actually charged for the time of day to which the hourly charge is applicable. Equipment maintenance cost for such after hours usage shall not exceed the annual operating hourly maintenance cost derived by dividing the total annual equipment maintenance cost by the total annual equipment operating hours, without a profit or overhead charge to Landlord, but including a reasonable and customary costs and expenses incurred administrative charge and, unless the system is automated, an amount reasonably calculated by Landlord in connection with to reimburse Landlord for the operation, insuring, repair, maintenance, replacement hourly engineers' salary and management (collectively, "the Operation") of the Building, the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:fringe benefits.

of this Lease. Promptly after If Tenant's Share of the end Direct Expenses shown on the Statement is less than the amount paid by Tenant as Tenant's Share of each calendar year thereafterEstimated Expenses for the applicable Expense Year, Landlord shall make a determination of Tenantshall, at Landlord's Proportionate Share of such Operating Costs; and if the aforesaid payments theretofore made for such period by Tenant exceed Tenant's shareoption, either (i) refund such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made during the last year of the Term, in which case such overpayment shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall within thirty (30) days of written notice from Landlord make a suitable payment to Landlordissuing the Statement, or (ii) credit such overpayment against the Rent next due and payable under this Lease. The initial monthly payment on account failure of Landlord to timely furnish the Statement for any Expense Year shall not prejudice Landlord 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 Proportionate Share of Operating Costs shall be adjusted after Landlord's determination of Tenant's Proportionate Share actually due for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share of the actual Operating Costs Direct Expenses for the immediately preceding periodExpense Year in which this Lease terminates, with adjustments as appropriate where such preceding period is less than a full twelve-month period. Tenant shall pay to Landlord, or Landlord shall have pay to Tenant, as applicable, within thirty (30) days after receipt of the same rights and remedies Statement of such Direct Expenses for non-payment by such Expense Year, an amount as calculated pursuant to the foregoing provisions of this Section 4.3.2. Notwithstanding the foregoing to the contrary, Tenant shall not be responsible for Tenant's Share of any Direct Expenses attributable to any Expense Year which was first billed to Tenant by the date (the "CUTOFF DATE") which is the earlier of (A) eighteen (18) months after the expiration of the applicable Expense Year or (B) one (1) year after the Lease Expiration Date, except that Tenant shall be responsible for Tenant's Share of Direct Expenses levied by any governmental authority (including Tax Expenses) or by any public utility company at any time following the applicable Cutoff Date which are attributable to any Expense Year occurring prior to such Cutoff Date, so long as Landlord delivers to Tenant a bill and supplemental Statement for such amounts due on account within the later of such Operating Costs as Landlord has hereunder for (0) the failure Cutoff Date, or (2) one (1) year following Landlord's receipt of Tenant to pay Rent as provided for in Article 14 the applicable bill therefor. The provisions of this Lease. As used in this Lease, the term "Operating Costs" Section 4.3.2 shall mean all competitive, reasonable and customary costs and expenses incurred by Landlord in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") survive thx xxpiration or earlier termination of the Building, the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:Lease Term.

of this Lease. Promptly after If the end of each calendar year thereafterarbitrator(s) determine that Landlord has unreasonably withheld its approval for the proposed Material Change, the arbitrator(s) may overrule Landlord's decision and grant the requested approval for the proposed Material Change. If the arbitrator(s) determine that Landlord shall make a determination of Tenant's Proportionate Share of such Operating Costs; and if the aforesaid payments theretofore made for such period by Tenant exceed Tenant's share, such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made during the last year of the Term, in which case such overpayment shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such perioddid not unreasonably withhold its approval, Tenant shall within thirty (30) not make the proposed Material Change or, if already made, make the necessary changes to the Initial Construction to make the work conform to the Approved Plans without the disapproved Material Change. Within 60 days after substantial completion of written notice the Initial Construction, Tenant shall deliver to Landlord a complete reproducible set of as-built plans of the Initial Construction. Notwithstanding Landlord's right to review and approve the Approved Plans and any Material Changes thereto, Landlord and its consultants and representatives shall have no liability for a failure to discover and/or disclose a defect, deficiency, error or omission in the Approved Plans or any changes thereto or for the non-compliance of the Approved Plans or any changes thereto with the terms of this Lease or applicable laws, building codes or regulations. Tenant shall assign to Landlord all warranties and guarantees from Landlord make a suitable payment the elevator manufacturer, installer and others pertaining to Landlordthe street and alley elevators. The initial monthly payment on account assignment of Tenant's Proportionate Share of Operating Costs the warranties and guarantees, for the street elevator shall be adjusted after Landlord's determination effective as of Tenant's Proportionate Share actually due the completion of installation of the elevator. The assignment of the warranties and guarantees for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share alley elevator shall be effective as of the actual Operating Costs for the immediately preceding period, with adjustments as appropriate where such preceding period is less than a full twelve-month period. Landlord shall have the same rights and remedies for non-payment by Tenant date of any such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for in Article 14 termination of this Lease. As used Landlord and Tenant acknowledge that the Approved Plans do not include plans for all of the Exhibit C Work. Tenant remains obligated to perform all of the Exhibit C Work. Approval by Landlord of the Approved Plans shall not modify Tenant's obligation to complete all of the Exhibit C Work. With respect to the portion of the Exhibit C Work that is not included in this Leasethe Approved Plans, Tenant shall prepare and submit to Landlord for Landlord's approval plans and specifications for the work, which approval shall not be unreasonably withheld. When these additional plans and specifications are approved by Landlord, these plans and specifications shall become part of the Approved Plans. Without limiting the generality of the foregoing, the term "Operating Costs" shall mean all competitive, reasonable and customary costs and expenses incurred by Landlord Approved Plans do not include plans for the following major items in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") of the Building, the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:Exhibit

of this Lease. Promptly after the end of each calendar year thereafterIf such consent ------------ is given, Landlord shall make a determination of Tenant's Proportionate Share of such Operating Costs; and if the aforesaid payments theretofore made for such period by Tenant exceed Tenant's share, such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made during the last year of the Term, in which case such overpayment shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall within thirty (30) days of written notice from Landlord make a suitable payment to Landlord. The initial monthly payment on account of Tenant's Proportionate Share of Operating Costs shall be adjusted after Landlord's determination of Tenant's Proportionate Share actually due for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share of the actual Operating Costs for the immediately preceding period, with adjustments as appropriate where such preceding period is less than a full twelve-month period. Landlord shall have the same rights right to install supplementary air conditioning units or other facilities in the Premises, including supplementary or additional metering devices, and remedies for non-payment the reasonable cost thereof, including the cost of installation, operation and maintenance, increased wear and tear on existing equipment and other similar charges, shall be paid by Tenant to Landlord upon billing by Landlord subject to reasonable verification of any all such amounts due on account costs. If Tenant uses water, electricity, heat, ventilation or air conditioning in excess of such Operating Costs as that required to be supplied by Landlord has hereunder for the failure of Tenant pursuant to pay Rent as provided for in Article 14 SECTION 10.1 ------------ of this Lease. As used in this Lease, Tenant shall pay to Landlord, upon billing, the term cost of such excess consumption, the cost of the installation, operation, and maintenance of equipment which is required to be installed during the Lease Term in order to supply such excess consumption, and the cost of the increased wear and tear on existing or new equipment caused by such excess consumption; and Landlord may install devices to separately meter any increased use and, in such event, Tenant shall pay the increased cost directly to Landlord, on demand, including the cost of installing and maintaining such additional metering devices. If Tenant desires to use heat, ventilation or air conditioning other than during Building Hours, Tenant shall give Landlord at least one (1) business day prior notice of Tenant's desired use of such utilities. Tenant acknowledges that Landlord proposes to charge a fee per hour (the "Operating CostsHOURLY CHARGE") for after-hours heat or air-conditioning (the "AFTER-HOURS HVAC"). Landlord agrees that the Hourly Charge will in no event exceed Landlord's "Actual Cost" of providing the After-Hours HVAC. "Actual Cost" shall mean all competitivebe equal to Landlord's direct cost of providing such service, which direct cost shall be determined by calculating the total kilowatt minimum load multiplied by average electricity cost during those hours (to the extent reasonably determinable) plus any cost incurred for equipment maintenance for such after-hours usage. By way of example, if the utility company provides rate schedules for peak and off-peak demand hours, the electricity cost for After-Hours HVAC should reflect rates actually charged for the time of day to which the hourly charge is applicable. Equipment maintenance cost for such after hours usage shall not exceed the annual operating hourly maintenance cost derived by dividing the total annual equipment maintenance cost by the total annual equipment operating hours, without a profit or overhead charge to Landlord, but including a reasonable and customary costs and expenses incurred administrative charge and, unless the system is automated, an amount reasonably calculated by Landlord in connection with to reimburse Landlord for the operation, insuring, repair, maintenance, replacement hourly engineers' salary and management (collectively, "the Operation") fringe benefits. Amounts payable by Tenant to Landlord for such use of the Building, the Building heating, ventilating, electrical, plumbing, additional utilities shall be deemed Additional Rent hereunder and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:shall be billed on a monthly basis.

of this Lease. Promptly after If the end resolution of each calendar year thereafterthe parties' dispute with regard to the Additional Rent shown on the Statement, Landlord shall make a determination whether pursuant to Tenant's Review, the Final Audit or the Arbitration reveals an error in the calculation of Tenant's Proportionate Share of such Operating Costs; and if the aforesaid payments theretofore made Building Direct Expenses to be paid for such period by Tenant exceed Tenant's shareExpense Year, such overpayment the parties' sole remedy shall be credited against for the parties to make appropriate payments thereafter or reimbursements, as the case may be, to each other as are determined to be made by Tenant pursuant to this Paragraph (unless owing. Any such overpayment is made during the last year of the Term, in which case such overpayment payments shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall within thirty (30) days following the resolution of written notice such dispute, along with interest at the "Interest Rate," as that term is defined in Article 25, below, from Landlord make the date such amounts were originally due, until the date of such payment. At Tenant's election, Tenant may treat any overpayments (plus the interest described above) resulting from the foregoing resolution of such parties' dispute as a suitable payment to credit against Rent until such amounts are otherwise paid by Landlord. The initial monthly payment on account of Tenant shall be responsible for all costs and expenses associated with Tenant's Proportionate Share Review and any Final Audit, provided that if the parties' final resolution of Operating Costs the dispute involves the overstatement by Landlord of Direct Expenses for such Expense Year in excess of two and three quarters percent (2.75%), then Landlord shall be adjusted after responsible for all reasonable, out-of-pocket costs and expenses associated with Tenant's Review and any Final Audit. In the event that the parties' dispute is resolved pursuant to Arbitration, Tenant shall be responsible for all costs and expenses associated with such Arbitration, provided that if the arbitrator's decision reveals that Landlord's determination of Tenant's Proportionate Share actually due for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share of the actual Operating Costs for the immediately preceding periodDirect Expenses as submitted to arbitration was overstated by more than two and three quarters percent (2.75%), with adjustments as appropriate where such preceding period is less than a full twelve-month period. then Landlord shall have the same rights and remedies be responsible for nonall reasonable, out-payment by Tenant of any such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for in Article 14 of this Lease. As used in this Lease, the term "Operating Costs" shall mean all competitive, reasonable and customary of-pocket costs and expenses incurred by Landlord in connection with the operation, insuring, repair, maintenance, replacement and management (collectively, "the Operation") of such Arbitration. If another tenant of the Building, Building audits Direct Expenses for the Building heatingand, ventilatingas a result of that audit, electricalLandlord discovers a material error in Direct Expenses previously paid or to be payable by Tenant, plumbing, Landlord shall make an appropriate adjustment to Direct Expenses to correct such error and other systems and shall provide Tenant with supporting documentation of such error at the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:time of such correction.

of this Lease. Promptly after Except as expressly provided to the end of each calendar year thereafter, Landlord shall make a determination of Tenant's Proportionate Share of such Operating Costs; and if the aforesaid payments theretofore made for such period by Tenant exceed Tenant's share, such overpayment shall be credited against the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made during the last year of the Term, in which case such overpayment shall be paid to Tenant within twenty (20) days); and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall within thirty (30) days of written notice from Landlord make a suitable payment to Landlord. The initial monthly payment on account of Tenant's Proportionate Share of Operating Costs shall be adjusted after Landlord's determination of Tenant's Proportionate Share actually due for the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share of the actual Operating Costs for the immediately preceding period, with adjustments as appropriate where such preceding period is less than a full twelve-month period. Landlord shall have the same rights and remedies for non-payment by Tenant of any such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for in Article 14 of this Lease. As used contrary in this Lease, the term "Operating Costs" Landlord shall mean all competitivenot be required to make any expenditure, reasonable and customary costs and expenses incurred by Landlord incur any obligation, or incur any liability of any kind whatsoever in connection with this Lease or the operationownership, insuring, repairconstruction, maintenance, replacement and management operation or repair of the Premises or the Project. All other payments or adjustments required to be made under the terms of this Lease that require proration on a time basis shall be prorated on the same basis. Notwithstanding the foregoing, so long as Tenant is not in Default under this Lease, Landlord hereby agrees to xxxxx Tenant's obligation to pay $65,134.35 of Base Rent during the Base Rent Abatement Period (collectivelysuch total amount of abated Base Rent, i.e., $716,477.85 in the aggregate, being hereinafter referred to as the "the OperationAbated Base Rent") (the Abated Base Rent, Abated Temporary Space Parking Charges and Abated Parking Charges [as defined in Section 28.1 below], are collectively referred to herein as the "Abated Amount"). During the Base Rent Abatement Period, Tenant will still be responsible for the payment of all other monetary obligations under this Lease. Tenant acknowledges that any Default under this Lease will cause Landlord to incur costs not contemplated hereunder, the exact amount of such costs being extremely difficult and impracticable to ascertain. Therefore, should Tenant at any time during the Lease Term be in Default under this Lease, then Tenant's right to any remaining Abated Amount shall be suspended until the Default is cured, and in the event that such Default results in a termination of this Lease, then the total unamortized sum of such Abated Amount (amortized on a straight line basis over the last 156 months of the Building, the Building heating, ventilating, electrical, plumbing, initial Lease Term) so conditionally excused shall become immediately due and payable by Tenant to Landlord. Tenant acknowledges and agrees that nothing in this Article 3 is intended to limit any other systems and the Lot remedies available to Landlord at law or in equity under applicable Laws (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:remedies under California Civil Code Section 1951.2 and/or 1951.4 and any successor statutes or similar laws) in the event of a Default under this Lease. Landlord shall have the option to make a cash payment (the "Buyout Payment") to Tenant in the amount of the then remaining Abated Amount due under the immediately preceding paragraph, discounted at the rate of seven percent (7%) per annum from the last day of the applicable abatement period to the first day of the month during which the Buyout Payment is made. Upon Landlord's tender of such Buyout Payment, Tenant shall no longer be entitled to the Abated Amount pursuant to the immediately preceding paragraph. Landlord shall exercise its option to buy out the Abated Amount by delivering at least ten (10) days' prior written notice thereof to Tenant, and shall make the Buyout Payment to Tenant on or about the date set forth in such notice. The amount of Buyout Payment shall be calculated as follows: Landlord, acting reasonably and in good faith, shall estimate the total amount of the remaining Abated Amount, which estimate shall be based on the actual remaining rent to be abated as described above.

of this Lease. Promptly after In order to exercise its option granted herein, Tenant shall so notify Landlord in writing of its intent to renew and the end length of each calendar year thereafterthe Renewal Term not less than one hundred and eighty (180) days prior to the expiration of the Initial Term. Within thirty (30) days following the exercise by Tenant of its option to extend the Lease for the Renewal Term, Landlord shall make a notify Tenant in writing of its determination of the Prevailing Market Rate for the Renewal Term as reasonably determined by Landlord. Within twenty (20) days of Tenant's Proportionate Share receipt of Landlord's notification of such Operating Costs; and if rate determined by Landlord, Tenant shall notify Landlord in writing of Tenant's acceptance or rejection of such rate. If by Tenant's written notice to Landlord given within the aforesaid payments theretofore made for twenty (20) day period, Tenant shall accept such period Prevailing Market Rate, the Landlord and Tenant shall enter into an amendment to this Lease acknowledging such renewal and setting forth any terms at variance with the terms of this Lease. If by Tenant exceed Tenant's sharewritten notice to Landlord given within the aforesaid twenty (20) day period, Tenant shall reject such overpayment shall be credited against Prevailing Market Rate as determined by Landlord the payments thereafter to be made by Tenant pursuant to this Paragraph (unless such overpayment is made during for the last year of the Renewal Term, in which case such overpayment shall be paid to Tenant then within twenty (20) days); days thereafter, Landlord and if Tenant's Proportionate Share is greater than such payments theretofore made on account for such period, Tenant shall each appoint an independent commercial leasing broker licensed in the Maryland area (the "Brokers") within thirty ten (3010) days after the expiration of written notice from Landlord make a suitable payment to Landlordthe twenty (20) day period and such brokers shall deliver their respective estimates of the Prevailing Market Rate within ten (10) days after being appointed. The initial monthly payment on account If the estimates of Tenant's Proportionate Share the Prevailing Market Rate as quoted by the Brokers are within ten percent (10%) of Operating Costs each other, the Prevailing Market Rate shall be adjusted after Landlord's determination of Tenant's Proportionate Share actually due for deemed to be the preceding accounting period by a payment which is one-twelfth (1/12th) of Tenant's Proportionate Share average of the actual Operating Costs for estimates presented by the immediately preceding periodBrokers. If the estimates of the Prevailing Market Rate as quoted by the Brokers differ by more than ten percent (10%), then the Brokers shall appoint a third independent commercial leasing broker licensed in the Maryland area within ten (10) days after the delivery of their estimates (the "Third Broker") who shall deliver its estimate of the Prevailing Market Rate within ten (10) days after being appointed and such estimate shall be deemed to be the Prevailing Market Rate. Tenant shall notify Landlord within ten (10) days after receipt of the estimate of the Prevailing Market Rate (whether as resulting from the average of the Brokers or from the Third Broker, as applicable), whether Tenant shall accept such Prevailing Market Rate, whereupon Landlord and Tenant shall enter into an amendment to this Lease acknowledging such renewal and setting forth any terms at variance with adjustments as appropriate where such preceding period is less than a full twelve-month period. Landlord shall have the same rights and remedies for non-payment by Tenant of any such amounts due on account of such Operating Costs as Landlord has hereunder for the failure of Tenant to pay Rent as provided for in Article 14 terms of this Lease. As used in this LeaseIf Tenant does not accept such Prevailing Market Rate within the aforesaid ten (10) day period, then Tenant's option to extend the Lease for the Renewal Term shall be void and inoperable. Landlord and Tenant shall each pay the fee of the broker designated by them originally and shall split the fees of the Third Broker. Further, the term "Operating Costs" option to extend the Term shall mean all competitive, reasonable be void and customary costs and expenses incurred by Landlord in connection with the operation, insuring, repair, maintenance, replacement and management inoperable if Tenant (collectively, "the Operation") of the Building, the Building heating, ventilating, electrical, plumbing, and other systems and the Lot (collectively, "the Property") calculated in accordance with generally accepted accounting principles, including, without limitation, the following:or its