Common use of Parking and Accommodation Areas Clause in Contracts

Parking and Accommodation Areas. Section 18.1. Section 18.1. Landlord grants to Tenant during the demised term the non-exclusive right to use the parking facilities and other areas provided and designated as “Parking and Accommodation Areas” on Exhibit “B” hereto for the accommodation and parking of such automobiles of the Tenant, its officers, agents, employees and its customers while working or visiting Tenant. Tenant agrees that its officers, agents and employees will park their automobiles only in the parking areas provided in the Parking and Accommodation Areas, and Tenant specifically agrees that such officers, agents and employees will not park on any public streets in the vicinity of the demised premises. Except as provided in Section 17.4., Landlord shall not charge parking fees for such right to use parking facilities. Section 18.2. All parking areas and facilities furnished by Landlord including, but not limited to, pedestrian sidewalks, landscaped areas and parking areas shall at all times be subject to the control and management of Landlord so that Landlord will be in a position to make available efficient and convenient use thereof, and Landlord shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to all facilities and areas mentioned in this Article, and Tenant agrees to abide by and conform therewith. Landlord shall have the right to construct, maintain and operate lighting facilities on all of said areas and improvements, to police the same, from time to time to change the area, location and arrangement of parking areas and facilities, to restrict employee parking to employee parking areas, to construct surface, subterranean and/or elevated parking areas and facilities, to establish and from time to time change the level of parking surfaces, to close (if necessary) all or any portion of said areas or facilities to such extent as may in the opinion of Landlord’s counsel be legally sufficient to prevent a dedication thereof or the accrual of any rights of any person or of the public therein, and to do and perform such other acts in and to said areas and improvements respectively as in the use of good business judgment the Landlord shall determine to be advisable with a view to the improvement of the convenience and use thereof by Tenant, other lessees, and their respective employees and visitors. Section 18.3. Tenant agrees during the demised term to pay to Landlord an annual charge which shall be Landlord’s actual gross costs of operating, maintaining and/or replacing all of the areas and facilities mentioned in this Article. The annual charge shall be an estimate computed on the basis of periods of twelve (12) consecutive calendar months, commencing and ending on such dates as may be designated by Landlord, and shall be paid in monthly installments on the first day of each calendar month in the amount estimated by Landlord. Within ninety (90) days after the end of each such annual period, Landlord will determine (and furnish to Tenant a statement showing in reasonable detail) the actual annual charge for such period and the amounts so estimated and paid during such period shall be adjusted within such ninety (90) days (including adjustments on a prorate basis of any partial such period at either end of the demised term) and one party shall pay to the other on demand whatever amount is necessary to effectuate such adjustment. Landlord’s said gross costs shall consist of and include all costs and expenses of every kind or nature incurred by Landlord in the operation, maintenance and/or replacement of all of the areas, facilities and improvements mentioned in this Article determined in accordance with good accounting practice by an accountant employed by Landlord. The determination of such accountant shall be conclusive. Without otherwise limiting the generality of the foregoing, there shall be included in such gross costs public liability and property damage insurance, landscape maintenance, maintenance of utilities, water, cleaning of areas, facilities and improvements, operation of lighting, common area taxes and assessments determined in the same manner as taxes and assessments on the demised premises, policing and sweeping of parking areas, supervising with attendants, repairs, replacements and maintenance, and an amount equal to ten percent (10%) of the total of all of the above for administration of the Parking and Accommodation Areas. Section 18.4. The Parking and Accommodation Areas included for the purpose of this Article are those shown on Exhibit “B” outside of the building area. Section 18.5. Tenant shall have the right no more than once annually to inspect the books and records of Landlord with respect to the operating and other costs referred to in Article 11 and this Article 18. Such inspections shall be completed in Landlord’s offices during normal business hours within one hundred twenty (120) days after delivery of Landlord’s annual report for Landlord’s fiscal year setting forth such costs and shall be performed by a certified public accountant employed by Tenant, and the cost thereof shall be paid by Tenant. Tenant shall give Landlord no less than thirty (30) days’ advance written notice of its intent to inspect. Tenant’s right to inspect is conditioned upon Tenant, and Tenant’s accountant, executing and delivering to Landlord appropriate confidentiality agreements acceptable to Landlord agreeing to keep the results of any such inspection confidential. Upon completion thereof, Tenant shall deliver a copy of the inspection report and accompanying data to Landlord. If any such inspection discloses a liability for Tenant’s share of such operating costs in accordance with the provisions of the Lease which is less than the amount which Landlord billed to Tenant, Landlord shall, provided Tenant is not in default under this Lease, promptly refund to Tenant the amount which Tenant overpaid as disclosed by the inspection.

Parking and Accommodation Areas. Section 18.1. Section 18.1. Landlord grants to Tenant during the demised term the ------------ non-exclusive right to use the parking facilities and other areas provided and designated as “"Parking and Accommodation Areas” " on Exhibit “"B” " hereto for the ----------- accommodation and parking of such automobiles of the Tenant, its officers, agents, employees and its customers while working or visiting Tenant. Tenant agrees that it will encourage its officers, agents and employees will park their automobiles only in the parking areas provided in the Parking and Accommodation Areas, and Tenant specifically agrees that such officers, agents and employees will not park on any public streets in the vicinity of the demised premises. Except as provided in Section Sections 17.4. and 18.3., Landlord shall not charge ----------------------- parking fees for such right to use parking facilities. Section 18.2. All parking areas and facilities furnished by Landlord ------------ including, but not limited to, pedestrian sidewalks, landscaped areas and parking areas shall at all times be subject to the control and management of Landlord so that Landlord will be in a position to make available efficient and convenient use thereof, and Landlord shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to all facilities and areas mentioned in this Article, and Tenant agrees to abide by and conform therewith. Landlord shall have the right to construct, maintain and operate lighting facilities on all of said areas and improvements, to police the same, from time to time to change the area, location and arrangement of parking areas and facilities, to restrict employee parking to employee parking areas, to construct surface, subterranean and/or elevated parking areas and facilities, to establish and from time to time change the level of parking surfaces, to close (if necessary) all or any portion of said areas or facilities to such extent as may in the opinion of Landlord’s 's counsel be legally sufficient to prevent a dedication thereof or the accrual of any rights of any person or of the public therein, and to do and perform such other acts in and to said areas and improvements respectively as in the use of good business judgment the Landlord shall determine to be advisable with a view to the improvement of the convenience and use thereof by Tenant, other lessees, and their respective employees and visitors. Section 18.3. Tenant agrees during the demised term to pay to Landlord ------------ an annual charge which shall be Landlord’s 's actual gross out-of-pocket costs of operating, maintaining and/or replacing repairing all of the areas and facilities mentioned in this Article. The annual charge shall be an estimate computed on the basis of periods of twelve (12) consecutive calendar months, commencing and ending on such dates as may be designated by Landlord, and shall be paid in monthly installments on the first day of each calendar month in the amount estimated by Landlord. Within ninety (90) days after the end of each such annual period, Landlord will determine (and furnish to Tenant a statement showing in reasonable detail) the actual annual charge for such period and the amounts so estimated and paid during such period shall be adjusted within such ninety (90) days (including adjustments on a prorate prorata basis of any partial such period at either end of the demised term) and one party shall pay to the other on demand whatever amount is necessary to effectuate such adjustment. Landlord’s 's said gross costs shall consist of and include all costs and expenses of every kind or nature incurred by Landlord in the operation, maintenance and/or replacement and repair of all of the areas, facilities and improvements mentioned in this Article determined in accordance with good accounting practice by an accountant employed by Landlord. The determination of such accountant shall be conclusive. Without otherwise limiting the generality of the foregoing, there shall be included in such gross costs public liability and property damage insurance, landscape maintenance, maintenance of utilities, water, cleaning of areas, facilities and improvements, operation of lighting, common area taxes and assessments determined in the same manner as taxes and assessments on the demised premises, policing and sweeping of parking areas, supervising with attendants, repairs, replacements repairs and maintenance, and an amount equal to ten percent (10%) of the total of all of the above for administration of the Parking and Accommodation Areas. Section 18.4. The Parking and Accommodation Areas included for the purpose of this Article are those shown on Exhibit “B” outside of the building area. Section 18.5. Tenant shall have the right no more than once annually to inspect the books and records of Landlord with respect Notwithstanding anything to the operating and other contrary contained herein, repair and/or maintenance costs referred to included in Article 11 and this Article 18Section 18.3. Such inspections are exclusive of replacement; ------------ provided, however, that any costs for repair, maintenance or replacements which are occasioned by (x) Tenant's negligent acts or omissions or those of its employees, contractors, agents, invitees or servants, or (y) the particular nature of Tenant's business, then all of such costs shall be completed in Landlord’s offices during normal business hours within one hundred twenty (120) days after delivery of Landlord’s annual report for Landlord’s fiscal year setting forth such costs and shall be performed by a certified public accountant employed borne solely by Tenant, and the cost thereof shall be paid by Tenant. Tenant shall give Landlord no less than thirty (30) days’ advance written notice of its intent to inspect. Tenant’s right to inspect is conditioned upon Tenant, and Tenant’s accountant, executing and delivering to Landlord appropriate confidentiality agreements acceptable to Landlord agreeing to keep the results of any such inspection confidential. Upon completion thereof, Tenant shall deliver a copy of the inspection report and accompanying data to Landlord. If any such inspection discloses a liability for Tenant’s share of such operating costs in accordance with the provisions of the Lease which is less than the amount which Landlord billed to Tenant, Landlord shall, provided Tenant is not in default under this Lease, promptly refund to Tenant the amount which Tenant overpaid as disclosed by the inspection.

Parking and Accommodation Areas. Section 18.1. Section 18.1. Subject to the provisions herein, Landlord grants to Tenant during the demised term the non-exclusive right to use the parking facilities and other areas provided and designated as “Parking and Accommodation Areas” on Exhibit “B” hereto for the accommodation and parking of such automobiles of the Tenant, its officers, agents, employees and its customers while working or visiting Tenant. Landlord shall not be responsible to enforce such exclusive right to use the parking facilities and other areas in the Parking and Accommodation Areas, and the use of any such parking facilities and other areas by persons other than Tenant or its employees, contractors, agents and invitees shall not be deemed a breach by Landlord of any provision of this Lease. In addition, Tenant may use the generators, sheds and other improvements existing on the Parking and Accommodation Areas which were left by previous occupants and acknowledges and agrees to the following: (i) Landlord makes no warranty about the condition of the generators, sheds and other improvements for Tenant’s use thereof at the commencement of and during the demised term hereof, (ii) Tenant shall be solely responsible, at Tenant’s cost, for the maintenance, repair and replacement of such generators, sheds and other improvements to the extent Tenant desires to continue to use same, and (iii) Tenant hereby releases Landlord from any and all costs, expenses and liabilities incurred in connection with Tenant’s use thereof and acknowledges that Landlord has no liability with respect to the generators, sheds and other improvements or Tenant’s use thereof. Tenant agrees that its officers, agents and employees will park their automobiles only in the parking areas provided in the Parking and Accommodation Areas, and Tenant specifically agrees that such officers, agents and employees will not park on any public streets in the vicinity of the demised premises. Except as provided in Section 17.4., Landlord shall not charge parking fees for such right to use parking facilities. Section 18.2. All parking areas and facilities furnished by Landlord including, but not limited to, pedestrian sidewalks, landscaped areas and parking areas shall at all times be subject to the control and management of Landlord so that Landlord will be in a position to make available efficient and convenient use thereof, and Landlord shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to all facilities and areas mentioned in this Article, and Tenant agrees to abide by and conform therewith. Landlord shall have the right to construct, maintain and operate lighting facilities on all of said areas and improvements, to police the same, from time to time to change the area, location and arrangement of parking areas and facilities, to restrict employee parking to employee parking areas, to construct surface, subterranean and/or elevated parking areas and facilities, to establish and from time to time change the level of parking surfaces, to close (if necessary) all or any portion of said areas or facilities to such extent as may in the opinion of Landlord’s counsel be legally sufficient to prevent a dedication thereof or the accrual of any rights of any person or of the public therein, and to do and perform such other acts in and to said areas and improvements respectively as in the use of good business judgment the Landlord shall determine to be advisable with a view to the improvement of the convenience and use thereof by Tenant, other lessees, and their respective employees and visitors. Section 18.3. Tenant agrees during the demised term to pay to Landlord an annual charge which shall be Landlord’s actual gross costs of operating, maintaining and/or replacing all of the areas and facilities mentioned in this Article. The annual charge shall be an estimate computed on the basis of periods of twelve (12) consecutive calendar months, commencing and ending on such dates as may be designated by Landlord, and shall be paid in monthly installments on the first day of each calendar month in the amount estimated by Landlord. Within ninety (90) days after the end of each such annual period, Landlord will determine (and furnish to Tenant a statement showing in reasonable detail) the actual annual charge for such period and the amounts so estimated and paid during such period shall be adjusted within such ninety (90) days (including adjustments on a prorate prorata basis of any partial such period at either end of the demised term) and one party shall pay to the other on demand whatever amount is necessary to effectuate such adjustment. Landlord’s said gross costs shall consist of and include all costs and expenses of every kind or nature incurred by Landlord in the operation, maintenance and/or replacement of all of the areas, facilities and improvements mentioned in this Article determined in accordance with good accounting practice by an accountant employed by Landlord. The determination of such accountant shall be conclusive. Without otherwise limiting the generality of the foregoing, there shall be included in such gross costs public liability and property damage insurance, landscape maintenance, maintenance of utilities, water, cleaning of areas, facilities and improvements, operation of lighting, common area taxes and assessments determined in the same manner as taxes and assessments on the demised premises, policing and sweeping of parking areas, supervising with attendants, repairs, replacements and maintenance, and an amount equal to ten three percent (103%) of the total of all of the above rent (i.e., base rent and additional rent) payable under this Lease for administration of the Parking and Accommodation Areas. Tenant shall not be required to reimburse Landlord for any expenses or taxes otherwise due under this Lease if Landlord first notifies Tenant of such expenses in a statement received by Tenant more than twenty four (24) months after such expenses or taxes are incurred. Notwithstanding anything to the contrary in this Lease, Tenant shall have no obligation to perform or to pay directly, or to reimburse Landlord for, the following costs and expenses (collectively, “Costs”): A. Costs occasioned by the act, omission or violation of any law affecting the building by Landlord or Landlord’s agents, employees or contractors, and not covered by insurance carried or required to be carried under this Lease; B. Costs occasioned by fire, acts of God, or other casualties (excluding deductibles which shall not be restricted, except as set forth below); C. Costs to correct any construction defect in the demised premises or the building or to comply with any covenant, condition, restriction or law applicable to the demised premises or the building prior to the date of delivery of possession thereof to Tenant (unless required as a result of the Tenant Improvements or alterations or improvements performed by Tenant or the particular nature of Tenant’s use of the demised premises or building other than general office use), but Costs shall not include items for which Landlord is responsible under Section 3.1.C or the last paragraph of Section 3.2; D. Reserves for anticipated future expenses to the extent not budgeted to be incurred within the year in which they are collected or the immediately following two (2) years during the demised term (including any option term); E. Interest, charges and fees incurred on debt or mortgages; F. Costs incurred in connection with Hazardous Materials which are present in the demised premises or building (except that Costs that are incurred by reason of the storage, use or disposal of Hazardous Materials by Tenant or any of its agents, employees, contractors, licensees, invitees, affiliates, sublessees, successors, assigns or other representatives shall be borne one hundred percent (100%) by Tenant); and G. insurance deductibles in excess of $25,000 per occurrence. Section 18.4. The Parking and Accommodation Areas included for the purpose of this Article are those shown on Exhibit “B” outside of the building area. Section 18.5. Tenant shall have the right no more than once annually to inspect the books and records of Landlord with respect to the operating and other costs referred to in Article 11 and this Article 18. Such inspections shall be completed in Landlord’s offices during normal business hours within one hundred twenty (120) days after delivery of Landlord’s annual report for Landlord’s fiscal said year setting forth such costs and shall be performed by a certified public accountant employed by Tenant, and the cost thereof shall be paid by Tenant. Tenant shall give Landlord no less than thirty (30) days’ advance written notice of its intent to inspect. Tenant’s right to inspect is conditioned upon Tenant, and Tenant’s accountant, executing and delivering to Landlord appropriate confidentiality agreements acceptable to Landlord agreeing to keep the results of any such inspection confidential. Upon completion thereof, Tenant shall deliver a copy of the inspection report and accompanying data to Landlord. If any such inspection discloses a liability for Tenant’s share of such operating costs in accordance with the provisions of the Lease which is less than the amount which Landlord billed to Tenant, Landlord shall, provided Tenant is not in default under this Lease, promptly refund to Tenant the amount which Tenant overpaid as disclosed by the inspection.

Parking and Accommodation Areas. Section 18.1. Section 18.1. 18.1 Landlord grants to Tenant during the demised term Term the non-exclusive right to use the parking area, facilities and other areas provided and designated as “Parking and Accommodation Areas” on Exhibit “B” hereto for the accommodation and parking of such automobiles of the Tenant, its officers, agents, employees and its customers customers, vendors and invitees while working or visiting Tenant. Tenant agrees that its officers, agents and employees will park their automobiles only in the parking areas provided in the Parking and Accommodation Areas, and Tenant specifically agrees that such officers, agents and employees will not park on any public streets in the vicinity of the demised premises. Except as provided in Section 17.4., Landlord shall not charge parking fees for such right to use parking facilities. Section 18.2. 18.2 All parking areas and facilities furnished by Landlord including, but not limited to, pedestrian sidewalks, landscaped areas and parking areas shall at all times be subject to the control and management of Landlord so that Landlord will be in a position to make available efficient and convenient use thereof, and Landlord shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to all facilities and areas mentioned in this Article, and Tenant agrees to abide by and conform therewith, provided Tenant has received a copy of such rules in writing and provided that such rules and regulations are not in direct violation with the provisions of this Lease. Landlord shall have the right to construct, maintain and operate lighting facilities on all of said areas and improvements, to police the same, from time to time to change the area, location and arrangement of parking areas and facilities, to restrict employee parking to employee parking areas, to construct surface, subterranean and/or elevated parking areas and facilities, to establish and from time to time change the level of parking surfaces, to close (if necessary) all or any portion of said areas or facilities to such extent as may in the opinion of Landlord’s counsel be legally sufficient to prevent a dedication thereof or the accrual of any rights of any person or of the public therein, and to do and perform such other acts in and to said areas and improvements respectively as in the use of good business judgment the Landlord shall determine to be advisable with a view to the improvement of the convenience and use thereof by Tenant, other lessees, and their respective employees and visitors; provided, however, in no event shall Landlord materially permanently reduce the number of parking spaces available in the Parking and Accommodation Areas unless required to comply with applicable laws. Section 18.3. 18.3 Tenant agrees during the demised term Term to pay to Landlord an annual charge which shall be Landlord’s actual gross costs of operating, maintaining and/or replacing all of the areas Parking and facilities mentioned in this ArticleAccommodation Areas. The annual charge shall be an estimate computed on the basis of periods of twelve (12) consecutive calendar months, commencing and ending on such dates as may be designated by Landlord, and shall be paid in monthly installments on the first day of each calendar month in the amount estimated by Landlord. Within ninety (90) days after the end of each such annual period, Landlord will determine (and furnish to Tenant a statement showing in reasonable detail) the actual annual charge for such period and the amounts so estimated and paid during such period shall be adjusted within such ninety (90) days (including adjustments on a prorate prorata basis of any partial such period at either end of the demised termTerm) and one party shall pay to the other on demand whatever amount is necessary to effectuate such adjustment. Landlord’s said gross costs shall consist of and include all costs and expenses of every kind or nature incurred by Landlord in the operation, maintenance and/or replacement of all of the areas, facilities Parking and improvements mentioned in this Article Accommodation Areas determined in accordance with good accounting practice by an accountant employed by Landlord. The determination of such accountant shall be conclusive. Without otherwise limiting the generality of the foregoing, there shall be included in such gross costs public liability and property damage insurance, landscape maintenance, maintenance of utilities, water, cleaning of areas, facilities and improvements, operation of lighting, common area taxes and assessments determined in the same manner as taxes and assessments on the demised premises, policing and sweeping of parking areas, supervising with attendants, repairs, replacements and maintenance, and an amount equal to ten three percent (103%) of the total of all of the above rent (i.e., Base Rent and additional rent) payable under this Lease for administration of the Parking and Accommodation Areas. The following shall not be included within costs under this Article 18 or under Section 11.3 which Tenant is obligated to reimburse Landlord hereunder: (a) legal fees, brokerage commissions, advertising costs, or other related expenses incurred in connection with the leasing of the demised premises (except in accordance with Article 13 hereunder); (b) cost of repairs and other work occasioned by fire or other casualty covered by the insurance carried by Landlord, to the extent of the insurance proceeds actually received by Landlord; (c) damage and cost of repairs necessitated by the gross negligence or willful misconduct of Landlord or Landlord’s agents, employees or contractors and not covered by insurance carried or required to be carried by Tenant hereunder; (d) executive salaries or salaries of service personnel other than in connection with the management, operation, repair or maintenance of the building or Parking and Accommodation Areas (to the extent not covered by the administrative fee described in this Section 18.3 above); (e) the cost of any service provided to Tenant for which Landlord is reimbursed by others; (f) payment of principal or interest on any mortgage or other encumbrance on the building; (g) overhead profit increments paid to Landlord’s subsidiaries or affiliates for management or other services on or to the building or for supplies or other materials to the extent that the cost of the services, supplies or materials exceeds the cost that would have been paid had the services, supplies or materials been provided by unaffiliated parties on a competitive basis; (h) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; and (i) the cost of containing, removing or otherwise remediating any contamination of the demised premises by any hazardous materials (except that costs that are incurred by reason of the introduction, storage, use or disposal of hazardous materials by Tenant or any of its agents, employees, contractors, licensees, invitees, sublessees, successors, assigns or other representatives shall be borne one hundred percent (100%) by Tenant). Section 18.4. 18.4 The Parking and Accommodation Areas included for the purpose of as used in this Article Lease are those areas shown on Exhibit “B” outside of the building area. Section 18.5. Tenant shall have the right no more than once annually to inspect the books and records of Landlord with respect to the operating and other costs referred to in Article 11 and this Article 18. Such inspections shall be completed in Landlord’s offices during normal business hours within one hundred twenty (120) days after delivery of Landlord’s annual report for Landlord’s fiscal year setting forth such costs and shall be performed by a certified public accountant employed by Tenant, and the cost thereof shall be paid by Tenant. Tenant shall give Landlord no less than 18.5 Upon thirty (30) days’ advance written notice of its intent by Tenant to Landlord, Landlord shall permit Tenant’s in-house accountant to inspect, at Landlord’s offices, during normal business hours during the months of May through October, Landlord’s bills, records and invoices relating to the Parking and Accommodation Areas as well as other additional rent payable by Tenant under this Lease for any year (not more than once in any year). Before Tenant may inspect Landlord’s records, Tenant must have paid the full amount of the costs for such Parking and Accommodation Areas and other additional rent payable by Tenant under this Lease and must not be in default of any provisions of this Lease beyond applicable notice and cure periods. Tenant may review only those records that are specifically related to the Parking and Accommodation Areas and other additional rent items and may not review any other leases or Landlord’s tax returns or financial statements. Tenant’s right to inspect Landlord’s records shall apply to those records for the two (2) years immediately preceding the year during which the inspection is conditioned upon made. Landlord will allow Tenant to use Landlord’s copying facilities subject to reimbursement by Tenant to Landlord of the reasonable cost of copying. All of the information obtained through the Tenant’s inspection with respect to financial matters (including without limitation, costs, expenses, income) and other matters pertaining to the Landlord and/or the demised premises as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the result of the inspection shall be held in strict confidence by the Tenant and its officers and employees, including Tenant’s accountant. As a condition precedent to Tenant’s exercise of its right to inspect, executing and delivering Tenant must deliver to Landlord appropriate confidentiality agreements a signed covenant from the accountant in form reasonably acceptable to Landlord agreeing to keep acknowledging that all of the results of any such inspection confidentialas well as any compromise, settlement or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person except upon the prior written consent of the Landlord, which consent may be withheld in Landlord’s sole discretion, or if required pursuant to any litigation between Landlord and Tenant materially related to the facts disclosed by such inspection, or if required by law. Upon completion thereof, Tenant shall deliver a copy of the inspection report and accompanying data to Landlord. If Landlord shall credit any such overpayment determined by the inspection discloses a liability for Tenant’s share of such operating costs in accordance with against the provisions next rent due and owing by Tenant or, if no further rent is due after the end of the Lease which is less than the amount which Landlord billed to Tenant, Landlord shallTerm, provided Tenant is not in default under this Lease, promptly refund such overpayment directly to Tenant the amount which within thirty (30) days of determination and Tenant’s request therefor. Likewise, Tenant overpaid as disclosed shall pay Landlord any underpayment determined by the inspectioninspection report within thirty (30) days of determination. The foregoing obligations shall survive the expiration or termination of this Lease.

Parking and Accommodation Areas. Section 18.1. Subject to the provisions of Section 18.1. 18.2, Landlord grants to Tenant during the demised term the non-exclusive right to use the parking facilities and other areas provided and designated as “"Parking and Accommodation Areas” " on Exhibit “"B” " hereto for the accommodation and parking of such automobiles of the Tenant, its officers, agents, employees and its customers invitees while working or visiting Tenant. Landlord shall not be responsible to enforce such exclusive right to use all of the parking spaces in the Parking and Accommodation Areas, and the use of any such parking spaces by persons other than Tenant or its employees, contractors, agents and invitees shall not be deemed a breach by Landlord of any provision of this Lease. Tenant agrees that its officers, agents and employees will park their automobiles only in the parking areas provided in the Parking and Accommodation Areas, and Tenant specifically agrees that such officers, agents and employees will not park on any public streets in the vicinity of the demised premises. Except as provided in Section 17.4., Landlord shall not charge parking fees for such right to use parking facilities. Section 18.2. All parking areas and facilities furnished by Landlord including, but not limited to, pedestrian sidewalks, landscaped areas and parking areas shall at all times be subject to the control and management of Landlord so that Landlord will be in a position to make available efficient and convenient use thereof, and Landlord shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to all facilities and areas mentioned in this Article, and Tenant agrees to abide by and conform therewith. Landlord shall have the right to construct, maintain and operate lighting facilities on all of said areas and improvements, to police the same, from time to time to change the area, location and arrangement of parking areas and facilities, to restrict employee parking to employee parking areas, to construct surface, subterranean and/or elevated parking areas and facilities, to establish and from time to time change the level of parking surfaces, to close (if necessary) all or any portion of said areas or facilities to such extent as may in the opinion of Landlord’s 's counsel be legally sufficient to prevent a dedication thereof or the accrual of any rights of any person or of the public therein, and to do and perform such other acts in and to said areas and improvements respectively as in the use of good business judgment the Landlord shall determine to be advisable with a view to the improvement of the convenience and use thereof by Tenant, other lessees, and their respective employees and visitors. Section 18.3. Tenant agrees during the demised term to pay to Landlord an annual charge which shall be Landlord’s 's actual gross costs of operating, maintaining and/or replacing all of the areas and facilities mentioned in this Article. The annual charge shall be an estimate computed on the basis of periods of twelve (12) consecutive calendar months, commencing and ending on such dates as may be designated by Landlord, and shall be paid in monthly installments on the first day of each calendar month in the amount estimated by Landlord. Within ninety (90) days after the end of each such annual period, Landlord will determine (and furnish to Tenant a statement showing in reasonable detail) the actual annual charge for such period and the amounts so estimated and paid during such period shall be adjusted within such ninety (90) days (including adjustments on a prorate prorata basis of any partial such period at either end of the demised term) and one party shall pay to the other on demand whatever amount is necessary to effectuate such adjustment. Landlord’s 's said gross costs shall consist of and include all costs and expenses of every kind or nature incurred by Landlord in the operation, maintenance and/or replacement of all of the areas, facilities and improvements mentioned in this Article determined in accordance with good accounting practice by an accountant employed by Landlord. The determination of such accountant shall be conclusive. Without otherwise limiting the generality of the foregoing, there shall be included in such gross costs public liability and property damage insurance, landscape maintenance, maintenance of utilities, water, cleaning of areas, facilities and improvements, operation of lighting, common area taxes and assessments determined in the same manner as taxes and assessments on the demised premises, policing and sweeping of parking areas, supervising with attendants, repairs, replacements and maintenance, and an amount equal to ten percent (10%) of the total of all of the above for administration of the Parking and Accommodation Areas. Section 18.4. The Parking and Accommodation Areas included for the purpose of this Article are those shown on Exhibit “"B” " outside of the building area. Section 18.5. Tenant shall have the right no more than once annually to inspect the books and records of Landlord with respect to the operating and other costs referred to in Article 11 and this Article 18. Such inspections shall be completed in Landlord’s offices during normal business hours within one hundred twenty (120) days after delivery of Landlord’s annual report for Landlord’s fiscal year setting forth such costs and shall be performed by a certified public accountant employed by Tenant, and the cost thereof shall be paid by Tenant. Tenant shall give Landlord no less than thirty (30) days’ advance written notice of its intent to inspect. Tenant’s right to inspect is conditioned upon Tenant, and Tenant’s accountant, executing and delivering to Landlord appropriate confidentiality agreements acceptable to Landlord agreeing to keep the results of any such inspection confidential. Upon completion thereof, Tenant shall deliver a copy of the inspection report and accompanying data to Landlord. If any such inspection discloses a liability for Tenant’s share of such operating costs in accordance with the provisions of the Lease which is less than the amount which Landlord billed to Tenant, Landlord shall, provided Tenant is not in default under this Lease, promptly refund to Tenant the amount which Tenant overpaid as disclosed by the inspection.

Parking and Accommodation Areas. Section 18.1. Subject to the provisions of Section 18.1. 18.2, Landlord grants to Tenant during the demised term the non-exclusive right to use the parking facilities and other areas provided and designated as “"Parking and Accommodation Areas” " on Exhibit “"B” " hereto for the accommodation and parking of such automobiles of the Tenant, its officers, agents, employees and its customers invitees while working or visiting Tenant. Landlord shall not be responsible to enforce such exclusive right to use all of the parking spaces in the Parking and Accommodation Areas, and the use of any such parking spaces by persons other than Tenant or its employees, contractors, agents and invitees shall not be deemed a breach by Landlord of any provision of this Lease. Tenant agrees that its officers, agents and employees will park their automobiles only in the parking areas provided in the Parking and Accommodation Areas, and Tenant specifically agrees that such officers, agents and employees will not park on any public streets in the vicinity of the demised premises. Except as provided in Section 17.4., Landlord shall not charge parking fees for such right to use parking facilities. Section 18.2. All parking areas and facilities furnished by Landlord including, but not limited to, pedestrian sidewalks, landscaped areas and parking areas shall at all times be subject to the control and management of Landlord so that Landlord will be in a position to make available efficient and convenient use thereof, and Landlord shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to all facilities and areas mentioned in this Article, and Tenant agrees to abide by and conform therewith. Landlord shall have the right to construct, maintain and operate lighting facilities on all of said areas and improvements, to police the same, from time to time to change the area, location and arrangement of parking areas and facilities, to restrict employee parking to employee parking areas, to construct surface, subterranean and/or elevated parking areas and facilities, to establish and from time to time change the level of parking surfaces, to close (if necessary) all or any portion of said areas or facilities to such extent as may in the opinion of Landlord’s 's counsel be legally sufficient to prevent a dedication thereof or the accrual of any rights of any person or of the public therein, and to do and perform such other acts in and to said areas and improvements respectively as in the use of good business judgment the Landlord shall determine to be advisable with a view to the improvement of the convenience and use thereof by TenantXxxxxx, other lessees, and their respective employees and visitors. Section 18.3. Tenant agrees during the demised term to pay to Landlord an annual charge which shall be Landlord’s 's actual gross costs of operating, maintaining and/or replacing all of the areas and facilities mentioned in this Article. The annual charge shall be an estimate computed on the basis of periods of twelve (12) consecutive calendar months, commencing and ending on such dates as may be designated by Landlord, and shall be paid in monthly installments on the first day of each calendar month in the amount estimated by Landlord. Within ninety (90) days after the end of each such annual period, Landlord will determine (and furnish to Tenant a statement showing in reasonable detail) the actual annual charge for such period and the amounts so estimated and paid during such period shall be adjusted within such ninety (90) days (including adjustments on a prorate prorata basis of any partial such period at either end of the demised term) and one party shall pay to the other on demand whatever amount is necessary to effectuate such adjustment. Landlord’s Xxxxxxxx's said gross costs shall consist of and include all costs and expenses of every kind or nature incurred by Landlord in the operation, maintenance and/or replacement of all of the areas, facilities and improvements mentioned in this Article determined in accordance with good accounting practice by an accountant employed by Landlord. The determination of such accountant shall be conclusive. Without otherwise limiting the generality of the foregoing, there shall be included in such gross costs public liability and property damage insurance, landscape maintenance, maintenance of utilities, water, cleaning of areas, facilities and improvements, operation of lighting, common area taxes and assessments determined in the same manner as taxes and assessments on the demised premises, policing and sweeping of parking areas, supervising with attendants, repairs, replacements and maintenance, and an amount equal to ten percent (10%) of the total of all of the above for administration of the Parking and Accommodation Areas. Section 18.4. The Parking and Accommodation Areas included for the purpose of this Article are those shown on Exhibit “"B” " outside of the building area. Section 18.5. Tenant shall have the right no more than once annually to inspect the books and records of Landlord with respect to the operating and other costs referred to in Article 11 and this Article 18. Such inspections shall be completed in Landlord’s offices during normal business hours within one hundred twenty (120) days after delivery of Landlord’s annual report for Landlord’s fiscal year setting forth such costs and shall be performed by a certified public accountant employed by Tenant, and the cost thereof shall be paid by Tenant. Tenant shall give Landlord no less than thirty (30) days’ advance written notice of its intent to inspect. Tenant’s right to inspect is conditioned upon Tenant, and Tenant’s accountant, executing and delivering to Landlord appropriate confidentiality agreements acceptable to Landlord agreeing to keep the results of any such inspection confidential. Upon completion thereof, Tenant shall deliver a copy of the inspection report and accompanying data to Landlord. If any such inspection discloses a liability for Tenant’s share of such operating costs in accordance with the provisions of the Lease which is less than the amount which Landlord billed to Tenant, Landlord shall, provided Tenant is not in default under this Lease, promptly refund to Tenant the amount which Tenant overpaid as disclosed by the inspection.

Parking and Accommodation Areas. Section 18.1. Section 18.1. Landlord grants to Tenant during the demised term the non-exclusive -------------- nonexclusive right to use the parking facilities and other areas provided and designated as “"Parking and Accommodation Areas” " on Exhibit “"B” " hereto for the ----------- accommodation and parking of such automobiles of the Tenant, its officers, agents, employees and its customers while working or visiting Tenant. Tenant agrees that its officers, agents and employees will park their automobiles only in the parking areas provided in the Parking and Accommodation Areas, and Tenant specifically agrees that such officers, agents and employees will not park on any public streets in the vicinity of the demised premises. Except as provided in Section 17.4., Landlord shall not charge parking fees for such right to use ------------- parking facilities. Section 18.2. All parking areas and facilities furnished by Landlord ------------- including, but not limited to, pedestrian sidewalks, landscaped areas and parking areas shall at all times be subject to the control and management of Landlord so that Landlord will be in a position to make available efficient and convenient use thereof, and Landlord shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to all facilities and areas mentioned in this Article, and Tenant agrees to abide by and conform therewith. Landlord shall have the right to construct, maintain and operate lighting facilities on all of said areas and improvements, to police the same, from time to time to change the area, location and arrangement of parking areas and facilities, to restrict employee parking to employee parking areas, to construct surface, subterranean and/or elevated parking areas and facilities, to establish and from time to time change the level of parking surfaces, to close (if necessary) all or any portion of said areas or facilities to such extent as may in the opinion of Landlord’s 's counsel be legally sufficient to prevent a dedication thereof or the accrual of any rights of any person or of the public therein, and to do and perform such other acts in and to said areas and improvements respectively as in the use of good business judgment the Landlord shall determine to be advisable with a view to the improvement of the convenience and use thereof by Tenant, other lessees, and their respective employees and visitors. Section 18.3. Tenant agrees during the demised term to pay to Landlord an ------------- annual charge which shall be Landlord’s 's actual gross costs of operating, maintaining and/or replacing all of the areas and facilities mentioned in this Article. The annual charge shall be an estimate computed on the basis of periods of twelve (12) consecutive calendar months, commencing and ending on such dates as may be designated by Landlord, and shall be paid in monthly installments on the first day of each calendar month in the amount estimated by Landlord. Within ninety (90) days after the end of each such annual period, Landlord will determine (and furnish to Tenant a statement showing in reasonable detail) the actual annual charge for such period and the amounts so estimated and paid during such period shall be adjusted within such ninety (90) days (including adjustments on a prorate basis of any partial such period at either end of the demised term) and one party shall pay to the other on demand whatever amount is necessary to effectuate such adjustment. Landlord’s 's said gross costs shall consist of and include all costs and expenses of every xxxxx kind or nature incurred by Landlord in the operation, maintenance and/or replacement of all of the areas, facilities and improvements mentioned in this Article determined in accordance with good accounting practice by an accountant employed by Landlord. The determination of such accountant shall be conclusive. Without otherwise limiting the generality of the foregoing, there shall be included in such gross costs public liability and property damage insurance, landscape maintenance, maintenance of utilities, water, cleaning of areas, facilities and improvements, operation of lighting, common area taxes and assessments determined in the same manner as taxes and assessments on the demised premises, policing and sweeping of parking areas, supervising with attendants, repairs, replacements and maintenance, and an amount equal to ten percent (10%) of the total of all of the above for administration of the Parking and Accommodation Areas. Section 18.4. The Parking and Accommodation Areas included for the purpose ------------- of this Article are those shown on Exhibit “"B” " outside of the building area.. ----------- Section 18.5. Notwithstanding anything to the contrary contained in this ------------- Lease, gross costs shall not include, and Tenant shall have not be required to pay, any of the right no more than once annually following: (a) legal fees, brokerage commissions, advertising costs, or other related expenses incurred in connection with the leasing of the Building or defense of Landlord's title to inspect or interest in the books building or any part thereof; (b) repairs, alterations, additions, improvements or replacements made to rectify or correct any latent defect in the design, materials or workmanship of the Building; (c) damage and records repairs attributable to fire or other casualty except as otherwise provided herein and except for applicable deductibles; (d) damage and repairs necessitated by the negligence or willful misconduct of Landlord with respect or Landlord's agents, employees or contractors and not covered by insurance carried or required to be carried by Tenant hereunder; (e) executive salaries or salaries of service personnel to the operating extent that such service personnel perform services other than in connection with the management, operation, repair or maintenance of the Building or Parking and other costs referred Accommodation Areas (to the extent not covered by the administrative fee described in Article 11 and this Article 18. Such inspections shall be completed in Landlord’s offices during normal business hours within one hundred twenty Section 18.3; above); (120f) days after delivery of Landlord’s annual report for Landlord’s fiscal year setting forth such costs and shall be performed by a certified public accountant employed by Tenant, and the cost thereof shall be paid by Tenant. Tenant shall give Landlord no less than thirty (30) days’ advance written notice of its intent to inspect. Tenant’s right to inspect is conditioned upon Tenant, and Tenant’s accountant, executing and delivering to Landlord appropriate confidentiality agreements acceptable to Landlord agreeing to keep the results of any such inspection confidential. Upon completion thereof, service provided to Tenant shall deliver a copy of the inspection report and accompanying data to Landlord. If any such inspection discloses a liability for Tenant’s share of such operating costs in accordance with the provisions of the Lease which is less than the amount which Landlord billed to Tenant, Landlord shall, provided Tenant is not in default under this Lease, promptly refund to Tenant the amount which Tenant overpaid as disclosed reimbursed by the inspectionothers; and (g) payment of principal or interest on any mortgage or other encumbrance or any costs or expenses related thereto.