Common use of Payment by Tenant Clause in Contracts

Payment by Tenant. Tenant's proportionate share of Retail Space Real Estate Taxes shall be paid in monthly installments commencing with the Commencement Date, in amounts initially estimated by Landlord, one (1) such installment being due on the first day of each full or partial month of each full or partial calendar year during the Lease Term. Such monthly installments shall increase or decrease upon notice from Landlord given after the actual or anticipated amounts of Real Estate Taxes due or payable in a particular calendar year are determined PROVIDED SUCH ADJUSTMENTS SHALL BE MADE NOT MORE THAN ONCE ANNUALLY. Following the close of each full or partial calendar year during the Lease Term, the actual amount of Retail Space Real Estate Taxes due or payable shall be computed by Landlord and any excess paid by Tenant during such calendar year over the actual amount Tenant is obligated to pay hereunder shall be credited to Tenant, and within thirty (30) days after written notice from Landlord any deficiency owed shall be paid in full by Tenant. Tenant acknowledges and stipulates that Landlord has made no agreement of any kind as to the total dollar amount of such real estate taxes or Tenant's dollar share thereof. LANDLORD DOES, HOWEVER, REPRESENT THAT IT IS CURRENTLY ESCROWING REAL ESTATE TAXES FOR CALENDAR YEAR 1997 AT A RATE OF $17.75 PER SQUARE FOOT OF STORE FLOOR AREA. THE FOREGOING SHALL NOT BE DEEMED, CONSTRUED OR INTERPRETED AS AN AGREEMENT OF ANY KIND THAT TENANT'S ACTUAL SHARE OF REAL ESTATE TAXES FOR CALENDAR YEAR 1997 WILL BE $17.75 PER SQUARE FOOT OF STORE FLOOR AREA.

Payment by Tenant. On or before April 1 and December 1 of each ----------------- calendar year during the Term, Tenant shall pay to Landlord, as Additional Rent, all Real Property Taxes as set forth on the county assessor's tax statement for the Premises and the Land. Landlord shall give Tenant at least 30 days' prior written notice of the amount so due. Upon Landlord's receipt of the Real Property Tax payment from Tenant, Landlord shall pay the taxes to the county. If Tenant fails to pay the Real Property Taxes on or before April 1 and December 1, respectively, Tenant shall pay to Landlord any penalty incurred by such late payment, as well as interest at the Interest Rate from the date such amounts are due hereunder until the date they are paid by Tenant. Tenant shall pay any Real Property Tax not included within the county tax assessor's proportionate share of Retail Space tax statement within 30 days after being billed for same by Landlord. The above dates for payment are based on the dates currently established by the county as the dates on which Real Estate Property Taxes become delinquent if not paid. If such delinquency dates change, the dates on which Tenant must pay such Real. Property Taxes shall be paid in monthly installments commencing with at least 10 days prior to the Commencement Datedelinquency dates. Notwithstanding the above, in amounts initially estimated by Landlordat any time, one (1) such installment being due upon prior written notice to Tenant, Landlord shall have the right to require that Tenant pay one-twelfth of the Real Property Taxes to Landlord directly, on the first day of each full calendar month. Assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such purposes as fire protection, street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services which may formerly have been provided without charge to property owners or partial month occupants. It is the intention of each full or partial calendar year during the Lease Term. Such monthly installments shall increase or decrease upon notice from Landlord given after parties that all new and increased assessments, taxes, fees, levies and charges relating to the actual or anticipated amounts Land and the Premises are to be included within the definition of Real Estate Property Taxes due for purposes of this Lease. Landlord represents to Tenant that there are no liens filed against the Premises or payable in a particular calendar year the Land for any Real Property Taxes that are determined PROVIDED SUCH ADJUSTMENTS SHALL BE MADE NOT MORE THAN ONCE ANNUALLY. Following delinquent as of the close date of each full or partial calendar year during the this Lease Term, the actual amount of Retail Space Real Estate Taxes due or payable shall be computed by Landlord and any excess paid by Tenant during such calendar year over the actual amount Tenant is obligated to pay hereunder shall be credited to Tenant, and within thirty (30) days after written notice from Landlord any deficiency owed shall be paid in full by Tenant. Tenant acknowledges and stipulates that Landlord has made no agreement of shall pay, prior to delinquency, any kind as Real Property Taxes that are due prior to the total dollar amount of such real estate taxes or Tenant's dollar share thereof. LANDLORD DOES, HOWEVER, REPRESENT THAT IT IS CURRENTLY ESCROWING REAL ESTATE TAXES FOR CALENDAR YEAR 1997 AT A RATE OF $17.75 PER SQUARE FOOT OF STORE FLOOR AREA. THE FOREGOING SHALL NOT BE DEEMED, CONSTRUED OR INTERPRETED AS AN AGREEMENT OF ANY KIND THAT TENANT'S ACTUAL SHARE OF REAL ESTATE TAXES FOR CALENDAR YEAR 1997 WILL BE $17.75 PER SQUARE FOOT OF STORE FLOOR AREACommencement Date.

Payment by Tenant. For each calendar year in which the Term falls, Tenant shall pay as Additional Rent an amount ("Tax Adjustment") equal to Tenant's proportionate share Pro Rata Share (as defined in Section 2.1(b)(i) hereof) of Retail Space Real Estate Taxes shall be paid in monthly installments commencing with the Commencement Date, in amounts initially estimated by Landlord, one (1) such installment being due on the first day of each full or partial month of each full or partial calendar year during the Lease Term. Such monthly installments shall increase or decrease upon notice from Landlord given after the actual or anticipated amounts of Real Estate Taxes due or payable in a particular calendar year are determined PROVIDED SUCH ADJUSTMENTS SHALL BE MADE NOT MORE THAN ONCE ANNUALLY. Following the close of each full or partial calendar year during the Lease Term, the actual amount of Retail Space Real Estate Taxes due or payable shall be computed by Landlord and any excess paid by Tenant during for such calendar year over in excess of Base Taxes. (a) Prior to each such calendar year or from time to time during any calendar year, Landlord may notify Tenant as to monthly installments on account of Tax Adjustment payable by Tenant based on Landlord's reasonable estimate of Taxes and Tax Adjustment (assuming a reasonable adjustment in Taxes from prior calendar year's Taxes or based on latest assessed valuation, tax rates and other components of Taxes, whichever is greater). If Landlord fails to notify Tenant of the actual amount of any monthly installments for a calendar year, Tenant is obligated to shall pay hereunder shall monthly installments on account of Tax Adjustment at the rate last paid until service of Landlord's notice. The amount of such installments may be credited to Tenantincreased by Landlord during any calendar year, and Tenant shall also pay Landlord by a lump sum payment within thirty (30) days after written Landlord's request, an amount sufficient to bring total payments to date on account of Taxes current, so that total payments on account of Taxes for the calendar year will approximate Landlord's estimate of Tenant's Tax Adjustment. Prior to or upon termination or expiration of this Lease or termination of Tenant's possessory rights hereunder, or if Tenant vacates or abandons the Premises, Landlord may require Tenant to pay, or may retain from the Security Deposit, amounts required, in Landlord's reasonable opinion, to pay the Tax Adjustment for the remaining calendar years of the Term or in which the Term falls. (b) Tax Adjustment for the first calendar year in which the Term falls (if the Commencement Date is other than January 1) and the last calendar year in which the Term falls (if the Term ends on a date other than December 31) shall be pro-rated based upon the number of days in the Term falling within the calendar year in question. Except in the case of taxes or special assessments payable in installments over more than one year, the installments of which paid during a calendar year shall be included in Taxes for such calendar year, all references to Taxes "for" a calendar year shall be deemed to refer to taxes levied, assessed or otherwise imposed for such year without regard to when such taxes are payable. Notwithstanding any of the foregoing (including the definition of Pro Rata Share of Taxes), if the tax Assessor and/or other governmental official with comparable function, jurisdiction or authority determines the assessment, tax rate, or actual taxes in such a manner that the Taxes are or can be allocated to the Tenant's period of occupancy, the Tax Adjustment will be charged and will be payable based upon such Taxes as allocated to the Tenant's period of occupancy. (c) Following the end of each calendar year and after Landlord shall have ascertained the actual amount of Taxes, Landlord shall notify Tenant as to the amount of Taxes and Tenant's Tax Adjustment. If the Tax Adjustment exceeds total payments made by Tenant on account of Tax Adjustment for Tenant shall pay Landlord any such deficiency within thirty (30) days after Landlord's notice. If the Tax Adjustment is less than total payments made by Tenant on account of Tax Adjustment for such calendar year, then Landlord shall credit any such excess to unpaid Rent or Rent due thereafter, or shall refund such overpayment to Tenant. (d) Without limitation on other obligations of Tenant which survive the termination or expiration of the Term, Tenant's obligation to pay Tax Adjustment shall survive the expiration or termination of this Lease. Tenant shall pay Landlord any amounts owed on account of Tax Adjustment within thirty (30) days after notice from Landlord any deficiency owed shall be paid in full by Tenant. Tenant acknowledges and stipulates that Landlord has made no agreement of any kind as to the total dollar amount of such real estate taxes or Tenant's dollar share thereof. LANDLORD DOES, HOWEVER, REPRESENT THAT IT IS CURRENTLY ESCROWING REAL ESTATE TAXES FOR CALENDAR YEAR 1997 AT A RATE OF $17.75 PER SQUARE FOOT OF STORE FLOOR AREA. THE FOREGOING SHALL NOT BE DEEMED, CONSTRUED OR INTERPRETED AS AN AGREEMENT OF ANY KIND THAT TENANT'S ACTUAL SHARE OF REAL ESTATE TAXES FOR CALENDAR YEAR 1997 WILL BE $17.75 PER SQUARE FOOT OF STORE FLOOR AREAamounts owed.

Payment by Tenant. (i) From and after the commencement date of this Lease, the Tenant shall pay monthly, together with the Rent, Additional Rent in the amount designated in the Reference Data. Landlord reserves the right to adjust the amount of Additional Rent due from Tenant in accordance with the following paragraph (ii). (ii) On or before January 21st of each year during the term of this Lease, or as soon thereafter as reasonably practical, Landlord shall deliver to Tenant's proportionate share : (A) an itemized statement (Statement) showing the amount of Retail Space Additional Rent received from Tenant together with the Real Estate Taxes shall be paid in monthly installments commencing with and actual Operating Expenses for the Commencement Dateprior year broken down by component expenses, in amounts initially such as repairs, management fees, utility charges and janitorial costs; and (B) a budget showing the estimated by Landlord, one (1) such installment being due on the first day of each full or partial month of each full or partial calendar year during the Lease Term. Such monthly installments shall increase or decrease upon notice from Landlord given after the actual or anticipated amounts of cost for Real Estate Taxes due and Operating Expenses for the next twelve calendar months and a calculation of the Tenant’s Pro Rata Share of Additional Rent for the next twelve months. Landlord shall supply, upon Tenant’s request, reasonable additional information to explain or payable in a particular calendar year are determined PROVIDED SUCH ADJUSTMENTS SHALL BE MADE NOT MORE THAN ONCE ANNUALLYsupport the Statement. Following Any adjustment of the close of each full or partial calendar year during the Lease Term, the actual amount of Retail Space Real Estate Taxes Additional Rent due or payable from Tenant shall be computed effective, and paid by Landlord and any excess the Tenant, with the Monthly Rent payment which is due at least ten (10) days after Tenant’s receipt of a revised Reference Data page for this Lease showing the adjusted amount of Additional Rent due from Tenant. (iii) If the Statement shows that the amount of Tenant’s pro rata share for the prior year is less than the amount of Additional Rent paid by Tenant during such calendar that year, Landlord shall credit the difference to the installment(s) of Rent and Additional Rent next due from Tenant (or, after expiration of the Lease, mail a refund with the statement). If the Statement shows that the amount of Tenant’s pro rata share for the prior year over is greater than the actual amount of Additional Rent paid by Tenant is obligated to pay hereunder during that year, the difference shall be credited assessed to Tenant, Tenant as Additional Rent and within shall be due with the installment of Rent which is due thirty (30) days after written notice from Landlord following Landlord’s delivery of an invoice for said assessment to Tenant. Any overpayment or underpayment of Additional Rent, including interest and penalty, shall survive the ending of the Lease. (iv) For any deficiency owed year in which this Lease is not in effect for the complete calendar year, unless it was ended because of Tenant’s default, Tenant’s obligation for Additional Rent for that year shall be paid prorated by multiplying Tenant’s pro rata share by a fraction expressed as a percentage, the numerator of which is the number of days of the year included in full by Tenant. Tenant acknowledges the Term and stipulates that Landlord has made no agreement the denominator of any kind as to the total dollar amount of such real estate taxes or Tenant's dollar share thereof. LANDLORD DOES, HOWEVER, REPRESENT THAT IT IS CURRENTLY ESCROWING REAL ESTATE TAXES FOR CALENDAR YEAR 1997 AT A RATE OF $17.75 PER SQUARE FOOT OF STORE FLOOR AREA. THE FOREGOING SHALL NOT BE DEEMED, CONSTRUED OR INTERPRETED AS AN AGREEMENT OF ANY KIND THAT TENANT'S ACTUAL SHARE OF REAL ESTATE TAXES FOR CALENDAR YEAR 1997 WILL BE $17.75 PER SQUARE FOOT OF STORE FLOOR AREAwhich is 365.

Payment by Tenant. For each calendar year in which the Term falls, Tenant shall pay as Additional Rent an amount ("Expense Adjustment") equal to the sum of Tenant's proportionate share Pro Rata Share (as defined in Section 2.1(b)(ii) hereof) of Retail Space Real Estate Taxes shall be paid Expenses in monthly installments commencing with the Commencement Date, in amounts initially estimated by Landlord, one (1) such installment being due on the first day excess of each full or partial month of each full or partial calendar year during the Lease Term. Such monthly installments shall increase or decrease upon notice from Landlord given after the actual or anticipated amounts of Real Estate Taxes due or payable in a particular calendar year are determined PROVIDED SUCH ADJUSTMENTS SHALL BE MADE NOT MORE THAN ONCE ANNUALLY. Following the close of each full or partial calendar year during the Lease Term, the actual amount of Retail Space Real Estate Taxes due or payable shall be computed by Landlord and any excess paid by Tenant during Base Expenses for such calendar year over plus Direct Pay Items. (a) Prior to each such calendar year or from time to time during any calendar year, Landlord may notify Tenant as to monthly installments on account of Expense Adjustment payable by Tenant based on Landlord's reasonable estimate of Expenses for such calendar year. If Landlord fails to notify Tenant of the actual amount of any monthly installments for a calendar year, Tenant is obligated to shall pay hereunder shall monthly installments on account of Expense Adjustment at the rate last paid until service of Landlord's notice. The amount of such installments may be credited to Tenantincreased by Landlord during any calendar year, and Tenant shall also pay Landlord by a lump sum payment within thirty (30) days after written Landlord's request, an amount sufficient to bring total payments to date on account of Expenses current, so that total payments on account of Expenses for the calendar year will approximate Landlord's estimate of Tenant's Expense Adjustment. Prior to or upon termination or expiration of this Lease or termination of Tenant's possessory rights hereunder, or if Tenant vacates or abandons the Premises, Landlord may require Tenant to pay, or may retain from the Security Deposit, amounts required, in Landlord's reasonable opinion, to pay the Expense Adjustment for the remaining calendar years of the Term or in which the Term falls. (b) Expense Adjustment for the first calendar year in which the Term falls (if the Commencement Date is other than January 1) and the last calendar year in which the Term falls (if the Term ends on a date other than December 31) shall be prorated based upon the number of days in the Term falling within the calendar year in question. (c) Following the end of each calendar year and after Landlord shall have ascertained the actual amount of Expenses, Landlord shall notify Tenant as to the amount of Expenses and Tenant's Expense Adjustment. If the Expense Adjustment exceeds total payments made by Tenant on account of Expense Adjustment for such calendar year, then Tenant shall pay Landlord for any such deficiency within thirty (30) days after Landlord's notice. If the Expense Adjustment is less than total payments made by Tenant on account of Expense Adjustment for such calendar year, then Landlord shall credit any such excess to unpaid Rent or Rent due thereafter or shall refund such overpayment to Tenant. (d) Without limitation on other obligations of Tenant which survive the termination or expiration of the Term, Tenant's obligation to pay Expense Adjustment shall survive the expiration or termination of this Lease. Tenant shall pay Landlord any amounts owed on account of Expense Adjustment within thirty (30) days after notice from Landlord any deficiency owed shall be paid in full by Tenant. Tenant acknowledges and stipulates that Landlord has made no agreement of any kind as to the total dollar amount of such real estate taxes or Tenant's dollar share thereof. LANDLORD DOES, HOWEVER, REPRESENT THAT IT IS CURRENTLY ESCROWING REAL ESTATE TAXES FOR CALENDAR YEAR 1997 AT A RATE OF $17.75 PER SQUARE FOOT OF STORE FLOOR AREA. THE FOREGOING SHALL NOT BE DEEMED, CONSTRUED OR INTERPRETED AS AN AGREEMENT OF ANY KIND THAT TENANT'S ACTUAL SHARE OF REAL ESTATE TAXES FOR CALENDAR YEAR 1997 WILL BE $17.75 PER SQUARE FOOT OF STORE FLOOR AREAamounts owed.

Payment by Tenant. Tenant's proportionate share Within thirty (30) days after ----------------- execution of Retail Space Real Estate Taxes shall be paid in monthly installments commencing with this Lease and thereafter not less than sixty (60) days prior to the Commencement Date, in amounts initially estimated by Landlord, one (1) such installment being due on the first day commencement of each full or partial month of each full or partial calendar year during the Lease Term. Such monthly installments shall increase or decrease upon notice from Landlord given after the actual or anticipated amounts of Real Estate Taxes due or payable in a particular calendar year are determined PROVIDED SUCH ADJUSTMENTS SHALL BE MADE NOT MORE THAN ONCE ANNUALLY. Following the close of each full or partial calendar year during the Lease Term, Landlord shall notify Tenant in writing of the actual amount of Retail Space Real Estate Taxes due or payable Common Area Expenses and Tenant's pro rata share thereof which Landlord reasonably estimates will be incurred during the calendar year then commencing. Tenant's pro rata share of Common Area Expenses shall be computed by Landlord and any excess paid by Tenant during such calendar year over 44.221% (21,240/48,032) of Common Area Expenses for the actual amount Tenant is obligated to pay hereunder shall be credited to TenantShopping Center. Commencing on the Rent Commencement Date, and within thirty on the first day of each month thereafter, Tenant shall pay to Landlord one-twelfth (301/12) of Tenant's pro rata share of such estimated Common Area Expenses for the then current calendar year. Within sixty (60) days after written notice from the end of each calendar year, Landlord any deficiency owed shall be paid furnish to Tenant an itemized statement of Common Area Expenses with respect to such calendar year, certified as correct by Landlord or by a responsible officer, employee or agent of Landlord in full by the event Landlord is a corporation. Such Common Area Expenses statement shall show, in reasonable detail, the individual items comprising Common Area Expenses, the aggregate amount of Common Area Expenses for the calendar year, the computation of Tenant. Tenant acknowledges 's pro rata share thereof and stipulates that Landlord has made no agreement of any kind as to the total dollar amount of estimated payments previously made by Tenant with respect to such real estate taxes or calendar year. At Tenant's dollar request, Landlord shall provide Tenant with copies of cancelled checks, invoices and other reasonable verification of the expenses shown on the statement. If such statement indicates that Tenant's pro rata share thereofof Common Area Expenses for any calendar year exceeds the total payments previously made by Tenant with respect to such calendar year, Tenant shall pay Landlord the deficiency within forty-five (45) days after the receipt of Landlord's statement. LANDLORD DOESIf Landlord's statement indicates that the total payments made by Tenant for any calendar year exceed Tenant's pro rata share of Common Area Expenses incurred with respect to such calendar year, HOWEVERthen Landlord shall pay the excess to Tenant concurrently with the delivery to Tenant of Landlord's statement. In the event Landlord fails to. timely provide any such annual statement, REPRESENT THAT IT IS CURRENTLY ESCROWING REAL ESTATE TAXES FOR CALENDAR YEAR 1997 AT A RATE OF $17.75 PER SQUARE FOOT OF STORE FLOOR AREA. THE FOREGOING SHALL NOT BE DEEMED, CONSTRUED OR INTERPRETED AS AN AGREEMENT OF ANY KIND THAT TENANT'S ACTUAL SHARE OF REAL ESTATE TAXES FOR CALENDAR YEAR 1997 WILL BE $17.75 PER SQUARE FOOT OF STORE FLOOR AREATenant may defer remitting to Landlord Tenant's pro rata share of estimated Common Area Expenses as required by the last sentence of the preceding paragraph until such time as Tenant receives such statement.

Payment by Tenant. Tenant's proportionate share of Retail Space Real Estate Taxes Commencing January 1, 2016, Tenant shall be paid pay as Additional Rent, in monthly installments commencing with the Commencement Date, in amounts initially estimated by Landlord, one (1) such installment being due advance on the first day of each full or partial month month, on account of each full or partial calendar Tenant’s Allocated Share, the estimated amount of the increase of such Operating Costs for such year during in excess of the Lease Term. Such monthly installments shall increase or decrease upon notice from Base Year as determined by Landlord given after the actual or anticipated amounts of Real Estate Taxes due or payable in its reasonable discretion and as set forth in a particular calendar year are determined PROVIDED SUCH ADJUSTMENTS SHALL BE MADE NOT MORE THAN ONCE ANNUALLYnotice, such notice to include the basis for such calculation, to be provided to Tenant prior to such date. Following the close of each full or partial calendar year during the Lease Term, the actual amount of Retail Space Real Estate Taxes due or payable If Landlord shall be computed by Landlord and any excess paid by delayed in providing such notice, Tenant during shall nonetheless be responsible for making such calendar year over the actual amount Tenant is obligated to pay hereunder shall be credited to Tenant, and payments within thirty (30) days after written of the date that such notice from is provided by Landlord, and shall with the first of such payments, pay all amounts indicated in the notice for the periods commencing on the first annual anniversary of the first day of the Main Term. If during the course of any Lease Year, Landlord any deficiency owed shall have reason to believe that the Operating Costs shall be different than that upon which the aforesaid projections were originally based, then Landlord shall be entitled, but shall not be obligated, to adjust the amount one (1) time each calendar year after estimating the monthly amount to be paid at the beginning of the year by reallocating the remaining payment for such Lease Year, for the months of the Lease Year which remain for the revised projections, and to notify Tenant of an adjustment in full future monthly amounts, upon receipt of which, Tenant shall pay to Landlord such adjusted amount as Additional Rent. Within ninety (90) days following December 31st of each year, Landlord shall furnish to Tenant a statement covering such year just expired, showing Operating Costs and the amount of Tenant’s Allocated Share of each of such costs for such calendar year and the payments made by Tenant with respect to such calendar year as set forth herein. If Tenant’s aggregate monthly payments for such costs with respect to such year are greater than Tenant’s Allocated Share of such costs, Tenant shall receive a credit for the excess against monthly Rent payments next becoming due to Landlord or, if the Lease Term has expired, within sixty (60) days of determination that such credit is due to Tenant (which determination shall not be unreasonably withheld or delayed), the preceding clause to survive expiration of this Lease; and if said payments are less than Tenant’s Allocated Share, Tenant shall pay to Landlord the difference within thirty (30) days of receipt of an invoice from Landlord. Tenant acknowledges and stipulates that Landlord has made no agreement of any kind as shall make its records relating to the total dollar amount of such real estate taxes or Operating Costs for the immediately preceding year available for Tenant's dollar share thereof. LANDLORD DOES, HOWEVER, REPRESENT THAT IT IS CURRENTLY ESCROWING REAL ESTATE TAXES FOR CALENDAR YEAR 1997 AT A RATE OF $17.75 PER SQUARE FOOT OF STORE FLOOR AREA. THE FOREGOING SHALL NOT BE DEEMED, CONSTRUED OR INTERPRETED AS AN AGREEMENT OF ANY KIND THAT TENANT'S ACTUAL SHARE OF REAL ESTATE TAXES FOR CALENDAR YEAR 1997 WILL BE $17.75 PER SQUARE FOOT OF STORE FLOOR AREA’s inspection within ten (10) days after receiving a written request from Tenant to inspect the same.

Payment by Tenant. Tenant's proportionate share of Retail Space If the Operating Expenses or the Real Estate Taxes for any Adjustment Period exceed the Base Operating Expenses or Base Real Estate Taxes (Expense Increase), as the case may be, then Landlord agrees to pay that portion of the Operating Expenses and Real Estate Taxes for the Adjustment Period that are equal to the Base Operating Expenses or the Base Real Estate Taxes, as the case may be, and Tenant agrees to pay Landlord as additional rent (Additional Rent), Tenant’s Pro Rata Share of such excess (excluding the Excess as is set forth in subparagraph (c)(6) above). Landlord shall be paid in monthly installments commencing with use reasonable efforts to provide to Tenant, prior to the Commencement Datecommencement of each Adjustment Period, in notice of Landlord’s good faith estimate of the Expense Increase for that Adjustment Period and the estimated amounts initially estimated payable by Landlord, one (1) such installment being due on Tenant under this Section for that Adjustment Period. By the first day of each full or partial month of each full or partial calendar year during the Lease TermAdjustment Period, Tenant shall pay Landlord one-twelfth (1/12th) of the estimated amount. Such monthly installments If, however, the estimate is not given before the Adjustment Period begins, Tenant shall increase or decrease upon notice from Landlord given continue to pay on the basis of last year’s estimate, if any, until the month after the new estimate is given. Within one hundred and twenty (120) days after each Adjustment Period ends, or as soon as reasonably practical, Landlord shall give Tenant an itemized statement (Statement) showing in reasonable detail the: (1) actual or anticipated amounts of Operating Expenses for the Adjustment Period broken down by component expenses, such as repairs, management fees, electricity, janitorial; and actual Real Estate Taxes due or payable in for the Adjustment Period; and a particular calendar year are determined PROVIDED SUCH ADJUSTMENTS SHALL BE MADE NOT MORE THAN ONCE ANNUALLY. Following detailed calculation of the close of each full or partial calendar year during Excess and its application, if applicable; (2) Base Operating Expenses broken down by component expenses and the Lease TermBase Real Estate Taxes; (3) the Operating Expense Increase and the Real Estate Tax Increase for the Adjustment Period, as reduced by the actual Excess, if applicable; (4) the amount of Retail Space Tenant’s Pro Rata Share of the Operating Expense Increase and the Real Estate Taxes due or payable shall be computed by Landlord and any excess Tax Increase; (5) the amount, if any, paid by Tenant during such calendar year over the Adjustment Period towards the Operating Expense Increase and the Real Estate Tax Increase; and (6) the amount Tenant owes towards the Operating Expense Increase and the Real Estate Tax Increase or the amount Landlord owes as a refund. If the Statement shows that the actual amount Tenant owes for the Adjustment Period is obligated to less than the estimated Operating Expenses and Real Estate Taxes paid by Tenant during the Adjustment Period, Landlord shall return the difference (Overpayment). If the Statement shows that the actual amount Tenant owes is more than the estimated Operating Expenses and Real Estate Taxes paid by Tenant during the Adjustment Period, Tenant shall pay hereunder the difference (Underpayment). The Overpayment or Underpayment shall be credited to Tenant, and paid within thirty (30) days after written notice from Landlord any deficiency owed the Statement is delivered to Tenant. A late charge of three percent (3%) shall be paid added if the respective payment is not made within the thirty (30) day period. Landlord shall use good faith efforts to issue the Statement as soon as reasonably practical after each Adjustment Period ends. Any Additional Rent or refund due, including interest and penalty, shall survive the ending of the Lease. For any Adjustment Period during which this Lease is not in effect for the full twelve month Adjustment Period, unless the Lease was ended because of Tenant’s default, Tenant’s obligation for Additional Rent for those Adjustment Periods shall be prorated by multiplying the Additional Rent for the Adjustment Period by a fraction expressed as a percentage, the numerator of which is the number of days of the Adjustment Period included in the Term and the denominator of which is 365, and a similar adjustment shall be made with respect to the calculation of the Excess. Tenant, and its agents, and employees shall have one (1) year after receiving the Statement to audit Landlord’s books and records concerning the Statement at a mutually convenient time at Landlord’s offices. The books and records shall be retained by Landlord and shall be kept in accord with the accounting standards set forth above and otherwise in accord with the income tax basis of accounting principles that are consistently applied. If Tenant disputes the accuracy of Landlord’s Statement, Tenant shall still pay the amount shown owing. Tenant acknowledges and stipulates may recover that Landlord has made no agreement part of any kind the Additional Rent paid, because of errors in the Statement, books, or records of Landlord. If Tenant does not complete its audit within sixty (60) days following such one (1) year period, as such period may be extended due to the total dollar failure of Landlord to cooperate or delays caused by Landlord, then Tenant accepts as final the amount shown owing on the Statement. If Tenant’s audit of such real estate taxes the books and records shows that the actual increase was five percent (5%) or more below the increase appearing on the Statement or Landlord concedes to the five percent (5%) or higher differential, then, in addition to paying the Overpayment to Tenant's dollar share thereof, Landlord shall pay to Tenant Tenant’s reasonable costs of conducting the audit (either for internal or outside auditors), including reasonable attorney’s fees and costs. LANDLORD DOESIn addition, HOWEVERLandlord shall pay to Tenant interest at the rate of the lesser of ten per cent (10%) per annum or the maximum rate then permitted by law, REPRESENT THAT IT IS CURRENTLY ESCROWING REAL ESTATE TAXES FOR CALENDAR YEAR 1997 AT A RATE OF $17.75 PER SQUARE FOOT OF STORE FLOOR AREAfrom the date of payment by Tenant until the date of reimbursement by Landlord. THE FOREGOING SHALL NOT BE DEEMED, CONSTRUED OR INTERPRETED AS AN AGREEMENT OF ANY KIND THAT TENANT'S ACTUAL SHARE OF REAL ESTATE TAXES FOR CALENDAR YEAR 1997 WILL BE $17.75 PER SQUARE FOOT OF STORE FLOOR AREAInternal auditors shall be billed at the hourly payroll cost of those employees to Tenant (based on a 40 hour week and including wages and benefits) multiplied by the number of hours spent auditing.