Common use of Payment - Occupancy Costs Clause in Contracts

Payment - Occupancy Costs. (a) Prior to the Commencement Date and the beginning of each Fiscal Year thereafter, Landlord shall compute and deliver to Tenant a bona fide estimate of Occupancy Costs for the appropriate Fiscal Year and without further notice Tenant shall pay to Landlord in monthly installments onetwelfth of such estimate simultaneously with Tenant’s payments of Annual Rent during such Fiscal Year. Any failure by Landlord to deliver any such estimate as aforesaid shall not relieve Tenant of its obligation to pay Occupancy Costs as herein provided. If at any time it reasonably appears to Landlord that the Occupancy Costs for the current Fiscal Year will vary from Landlord’s estimate then Landlord may reasonably readjust the Occupancy Costs for such Fiscal Year by notice delivered to Tenant, and subsequent payments by Tenant for such Fiscal Year will be based upon such readjusted Occupancy Costs. (b) Unless delayed by causes beyond Landlord’s reasonable control, Landlord shall deliver to Tenant within 120 days after the end of each Fiscal Year a written statement (the “Statement”) setting out in reasonable detail the amount of Occupancy Costs for such Fiscal Year and certified to be correct by a representative of Landlord. If the aggregate of monthly installments of Occupancy Costs actually paid by Tenant to Landlord during such Fiscal Year differs from the amount of Occupancy Costs payable for such Fiscal Year under Section 4.02 as indicated in the Statement, then, as the case may be, Tenant shall pay the difference to Landlord or Landlord shall issue a credit to Tenant against the Rent remaining to be paid hereunder for the difference, or if no Rent then remains to be paid, refund the difference to Tenant, without interest, within 30 days after the date of delivery of the Statement. (c) If Tenant disagrees with the accuracy of Occupancy Costs as set forth in the Statement or in any adjustment thereto made by Landlord pursuant to subsection 4.06(d), Tenant shall be required to give Landlord written notice thereof within ninety (90) days after the date Landlord gives Tenant the Statement or notice of adjustment thereto, as the case may be, or Tenant shall conclusively be deemed to have accepted the accuracy of the Statement, or modification thereto, as the case may be, and to have waived any right to claim any readjustment in connection therewith. If Tenant so disagrees with the Statement, or modification thereto, as the case may be, and gives such notice to Landlord, Tenant shall nevertheless make payment in accordance with any notice given by Landlord, but the disagreement shall be referred by Landlord for prompt decision by a mutually acceptable nationally or regionally recognized public accounting firm, who shall be unaffiliated with and unrelated to either Landlord or Tenant or any of their officers, directors or employees, who shall be deemed to be acting as an expert and not arbitrator, and a written determination signed by the selected expert, and duly certified to both Landlord and Tenant, shall be final and binding on both Landlord and Xxxxxx. Any adjustment required to any previous payment made by Tenant or Landlord by reason of any such decision shall be made within thirty (30) days thereof. In the event that the adjustment represents less than five percent (5%) of the Occupancy Costs that were the subject of the disagreement Tenant shall bear all costs of the expert making such determination. In the event that the adjustment represent an overstatement of five percent (5%) or more of the Occupancy Costs that were the subject of the disagreement Landlord shall bear all costs of the expert making such determination.

Payment - Occupancy Costs. (a) Prior to the Commencement Date and the beginning of each Fiscal Year thereafter, Landlord shall compute and deliver to Tenant a bona fide reasonable estimate of Occupancy Costs for the appropriate Appropriate Fiscal Year and without further notice Tenant shall pay to Landlord in monthly installments onetwelfth one-twelfth of such estimate simultaneously with Tenant’s payments 's Payments of Annual Rent during such Fiscal Year. Any failure by Landlord to deliver any such estimate as aforesaid shall not relieve Tenant of its obligation to pay Occupancy Costs as herein provided. If at any time it reasonably appears to Landlord that the Occupancy Costs for the current Fiscal Year will vary from Landlord’s estimate then Landlord may reasonably readjust the Occupancy Costs for such Fiscal Year by notice delivered to Tenant, and subsequent payments by Tenant for such Fiscal Year will be based upon such readjusted Occupancy Costs. (b) Unless delayed by causes beyond Landlord’s 's reasonable control, Landlord shall deliver to Tenant within 120 days after the end of each Fiscal Year a written statement (the “"Statement”") setting out in reasonable detail the amount of Occupancy Costs for such Fiscal Year and certified to be correct by a representative an officer of Landlord. If the aggregate of monthly installments of Occupancy Costs actually paid by Tenant to Landlord during such Fiscal Year differs from the amount of Occupancy Costs payable for such Fiscal Year under Section 4.02 as indicated in Article 4.02, Tenant shall pay or Landlord shall refund the Statement, then, difference (as the case may be, Tenant shall pay the difference to Landlord or Landlord shall issue a credit to Tenant against the Rent remaining to be paid hereunder for the difference, or if no Rent then remains to be paid, refund the difference to Tenant, ) without interest, interest within 30 days after the date of delivery of the Statement. (c) If Landlord and Tenant disagrees with disagree on the accuracy amount of Occupancy Costs as set forth in the Statement or in any adjustment thereto made by Landlord pursuant to subsection 4.06(d), Tenant shall be required to give Landlord written notice thereof within ninety (90) days after the date Landlord gives Tenant the Statement or notice of adjustment thereto, as the case may be, or Tenant shall conclusively be deemed to have accepted the accuracy of the Statement, or modification thereto, as the case may be, and to have waived any right to claim any readjustment in connection therewith. If Tenant so disagrees with the Statement, or modification thereto, as the case may be, and gives such notice to Landlord, Tenant shall nevertheless make payment in accordance with any notice given by Landlordtherewith, but the disagreement shall immediately be referred by Landlord for prompt decision by a mutually acceptable nationally or regionally recognized public accounting firmLandlord's external auditors, who shall be unaffiliated with and unrelated to either Landlord or Tenant or any of their officers, directors or employees, who shall be deemed to be acting as an expert and not arbitrator, and a written determination signed by the selected expert, and duly certified to both Landlord and Tenant, whose decision shall be final and binding on both Landlord and XxxxxxTenant. Any adjustment required to any previous payment made by Tenant or Landlord by reason of any such decision shall be made within thirty (30) 14 days thereof. In , and the event that the party required to make payment under such adjustment represents less than five percent (5%) of the Occupancy Costs that were the subject of the disagreement Tenant shall bear all the costs of the expert auditors making such determination. In decision. (d) Neither party may claim a re-adjustment in respect of Occupancy Costs for a Fiscal Year if based upon any error of computation or allocation except by notice delivered to the event that other party within six months after the adjustment represent an overstatement of five percent (5%) or more delivery of the Occupancy Costs that were the subject of the disagreement Landlord shall bear all costs of the expert making such determinationStatement.

Payment - Occupancy Costs. (a) Prior to the Commencement Date and the beginning of each Fiscal Year thereafter, Landlord shall compute and deliver to Tenant a bona fide estimate of Occupancy Costs for the appropriate Fiscal Year and without further notice Tenant shall pay to Landlord in monthly installments onetwelfth one-twelfth of such estimate simultaneously with Tenant’s 's payments of Annual Rent during such Fiscal Year. Any failure by Landlord to deliver any such estimate as aforesaid shall not relieve Tenant of its obligation to pay Occupancy Costs as herein provided. If at any time it reasonably appears to Landlord that the Occupancy Costs for the current Fiscal Year will vary from Landlord’s estimate then Landlord may reasonably readjust the Occupancy Costs for such Fiscal Year by notice delivered to Tenant, and subsequent payments by Tenant for such Fiscal Year will be based upon such readjusted Occupancy Costs. (b) Unless delayed by causes beyond Landlord’s 's reasonable control, Landlord shall deliver to Tenant within 120 days after the end of each Fiscal Year a written statement (the “"Statement”") setting out in reasonable detail the amount of Occupancy Costs for such Fiscal Year and certified to be correct by a representative an officer of Landlord. If the aggregate of monthly installments of Occupancy Costs actually paid by Tenant to Landlord during such Fiscal Year differs from the amount of Occupancy Costs payable for such Fiscal Year under Section 4.02 as indicated in Article 4.02, Tenant shall pay or Landlord shall refund the Statement, then, difference (as the case may be, Tenant shall pay the difference to Landlord or Landlord shall issue a credit to Tenant against the Rent remaining to be paid hereunder for the difference, or if no Rent then remains to be paid, refund the difference to Tenant, ) without interest, interest within 30 days after the date of delivery of the Statement. (c) If Landlord and Tenant disagrees with disagree on the accuracy of Occupancy Costs as set forth in the Statement or in any adjustment thereto made by Landlord pursuant to subsection 4.06(d), Tenant shall be required to give Landlord written notice thereof within ninety (90) days after the date Landlord gives Tenant the Statement or notice of adjustment thereto, as the case may be, or Tenant shall conclusively be deemed to have accepted the accuracy of the Statement, or modification thereto, as the case may be, and to have waived any right to claim any readjustment in connection therewith. If Tenant so disagrees with the Statement, or modification thereto, as the case may be, and gives such notice to Landlord, Tenant shall nevertheless make payment in accordance with any notice given by Landlord, but the disagreement shall immediately be referred by Landlord for prompt decision by a mutually acceptable nationally public accountant, architect, insurance broker or regionally recognized public accounting firm, who shall be unaffiliated with and unrelated to either Landlord or Tenant or any of their officers, directors or employees, other professional consultant who shall be deemed to be acting as an expert expert(s) and not arbitratorarbitrator(s), and a written determination signed by the selected expert, and duly certified to both Landlord and Tenant, expert(s) shall be final and binding on both Landlord and XxxxxxTenant. Any adjustment required to any previous payment made by Tenant or Landlord by reason of any such decision shall be made within thirty (30) 14 days thereof. In , and the event party required to make payment under such adjustment shall bear all costs of the expert(s) making such decision, except where that the adjustment payment represents 3% or less than five percent (5%) of the Occupancy Costs that were the subject of the disagreement in which case Tenant shall bear all costs such costs. (d) Neither party may claim a re-adjustment in respect of Occupancy Costs for a Fiscal Year if based upon any error of computation or allocation except by notice delivered to the other party within six months after the date of delivery of the expert making such determination. In the event that the adjustment represent an overstatement of five percent (5%) or more of the Occupancy Costs that were the subject of the disagreement Landlord shall bear all costs of the expert making such determinationStatement.

Payment - Occupancy Costs. (a) Prior to the Commencement Date and to the beginning of each Fiscal Year thereafter, the Landlord shall compute and deliver to the Tenant a bona fide estimate in writing of Occupancy Costs for the appropriate Fiscal Year and without further notice Tenant shall pay to Landlord in monthly installments onetwelfth of such estimate simultaneously with Tenant’s payments of Annual Rent during such Fiscal Year. Any failure by Landlord to deliver any such estimate as aforesaid shall not relieve Tenant of its obligation to pay Occupancy Costs as herein provided. If at any time it reasonably appears to Landlord that the Occupancy Costs for the current following Fiscal Year will vary from Landlord’s estimate then or portion thereof, if applicable. Without further notice or demand, the Tenant shall pay to the Landlord may reasonably readjust the amount of the Occupancy Costs for such in equal monthly instalments, in advance, over the Fiscal Year or portion thereof, simultaneously with the Tenant’s payments on account of Basic Rent. From time to time the Landlord may re- estimate, on a reasonable basis, the amount of such Occupancy Costs for any fiscal period in which case the Landlord shall give notice to the Tenant of such re-estimate and fix new equal monthly instalments for the remaining balance of such fiscal period so that, after giving credit for the instalments paid by notice delivered to Tenantthe Tenant on the basis of the previous estimate or estimates, and subsequent payments by Tenant for all the Occupancy Costs as estimated or re- estimated will have been paid during such Fiscal Year will be based upon such readjusted Occupancy Costsfiscal period. (b) Unless delayed by causes beyond Landlord’s reasonable control, The Landlord shall deliver to Tenant within 120 days after the Tenant, as soon as practicable following the end of each Fiscal Year Year, a written statement (the “Statement”) statement, setting out in reasonable detail the amount of Occupancy Costs for such Fiscal Year and certified to be correct by a representative of LandlordYear. If the aggregate of total monthly installments instalments of Occupancy Costs actually paid by the Tenant to the Landlord during such the Fiscal Year differs from is lower than the amount of the Occupancy Costs payable for such the Fiscal Year under Section 4.02 as indicated in Schedule C, the Statement, then, as the case may be, Tenant shall pay to the Landlord the difference to Landlord or Landlord shall issue a credit to Tenant against the Rent remaining to be paid hereunder for the difference, or if no Rent then remains to be paid, refund the difference to Tenant, without interest, within 30 days after the date on which such statement is received by the Tenant and if the total monthly instalments of Occupancy Costs actually paid by the Tenant to the Landlord during the Fiscal Year is greater than the amount of the Occupancy Costs payable for the Fiscal Year under Schedule C, the Landlord shall credit the difference against the Occupancy Costs for the current Fiscal Year and the monthly instalments payable in respect of same shall be reduced accordingly. (c) Neither party may claim a re adjustment in respect of Occupancy Costs for a Fiscal Year for any error of computation or allocation unless notice is delivered to the other party within 6 months after the date of delivery of the Statementstatement. (c) If Tenant disagrees with the accuracy of Occupancy Costs as set forth in the Statement or in any adjustment thereto made by Landlord pursuant to subsection 4.06(d), Tenant shall be required to give Landlord written notice thereof within ninety (90) days after the date Landlord gives Tenant the Statement or notice of adjustment thereto, as the case may be, or Tenant shall conclusively be deemed to have accepted the accuracy of the Statement, or modification thereto, as the case may be, and to have waived any right to claim any readjustment in connection therewith. If Tenant so disagrees with the Statement, or modification thereto, as the case may be, and gives such notice to Landlord, Tenant shall nevertheless make payment in accordance with any notice given by Landlord, but the disagreement shall be referred by Landlord for prompt decision by a mutually acceptable nationally or regionally recognized public accounting firm, who shall be unaffiliated with and unrelated to either Landlord or Tenant or any of their officers, directors or employees, who shall be deemed to be acting as an expert and not arbitrator, and a written determination signed by the selected expert, and duly certified to both Landlord and Tenant, shall be final and binding on both Landlord and Xxxxxx. Any adjustment required to any previous payment made by Tenant or Landlord by reason of any such decision shall be made within thirty (30) days thereof. In the event that the adjustment represents less than five percent (5%) of the Occupancy Costs that were the subject of the disagreement Tenant shall bear all costs of the expert making such determination. In the event that the adjustment represent an overstatement of five percent (5%) or more of the Occupancy Costs that were the subject of the disagreement Landlord shall bear all costs of the expert making such determination.

Payment - Occupancy Costs. (a) Prior to the Commencement Date and At the beginning of each Fiscal Year thereafterYear, Landlord shall compute and deliver to Tenant a bona fide an estimate of Occupancy Costs for the appropriate Fiscal Year that is commencing and without further notice Tenant shall pay to Landlord in monthly installments onetwelfth one-twelfth (1/12) of such estimate simultaneously with Tenant’s 's payments of Annual Base Rent during such Fiscal Year. Any failure by Landlord to deliver any such estimate as aforesaid shall not relieve Tenant of its obligation to pay Occupancy Costs as herein provided. If at any time it reasonably appears to Landlord that the Occupancy Costs for the current Fiscal Year will vary from Landlord’s estimate then Landlord may reasonably readjust the Occupancy Costs for such Fiscal Year by notice delivered to Tenant, and subsequent payments by Tenant for such Fiscal Year will be based upon such readjusted Occupancy Costs. (b) Unless delayed by causes beyond Landlord’s reasonable controlfor any reason, Landlord shall deliver to Tenant within 120 one hundred twenty (120) days after the end of each Fiscal Year a written statement (the “"Statement”") setting out in reasonable detail the amount of Occupancy Costs for such Fiscal Year and certified to be correct by a representative of LandlordYear. If the Statement has been delayed, Landlord shall deliver same as soon as reasonably possible thereafter, If the aggregate of monthly installments of Occupancy Costs actually paid by Tenant to Landlord during such Fiscal Year differs from the amount of Occupancy Costs payable for such Fiscal Year under Section 4.02 as indicated in Article 4.02, Tenant shall pay or Landlord shall refund the Statement, then, difference (as the case may be, Tenant shall pay the difference to Landlord or Landlord shall issue a credit to Tenant against the Rent remaining to be paid hereunder for the difference, or if no Rent then remains to be paid, refund the difference to Tenant, ) without interest, interest within 30 thirty (30) days after the date of delivery of the Statement. (c) If . Such Statement of Landlord shall be final and binding and Tenant disagrees with shall have no right to dispute the accuracy or propriety of Occupancy Costs as set forth in any amounts or calculations included therein, except to the Statement or in any adjustment thereto made by Landlord pursuant to subsection 4.06(d)extent that (a)Tenant shall have, Tenant shall be required to give Landlord written notice thereof within ninety (90) days after being given such Statement demonstrated to the date Landlord gives Tenant the Landlord's satisfaction any error in such Statement or notice of adjustment thereto, as the case may be, or and (b) Tenant shall conclusively be deemed to have accepted the accuracy of the Statement, or modification thereto, as the case may be, and to have waived any right to claim any readjustment in connection therewith. If Tenant so disagrees with the Statement, or modification thereto, as the case may be, and gives such notice to Landlord, Tenant shall nevertheless make payment in accordance with any notice given by Landlord, but the disagreement shall be referred by Landlord for prompt decision by a mutually acceptable nationally or regionally recognized public accounting firm, who shall be unaffiliated with and unrelated to either Landlord or Tenant or any of their officers, directors or employees, who shall be deemed to be acting as an expert and not arbitrator, and a written determination signed by the selected expert, and duly certified to both Landlord and Tenant, shall be final and binding on both Landlord and Xxxxxx. Any adjustment required to any previous payment made by Tenant or Landlord by reason of any such decision shall be made within thirty additional ninety (3090) days thereof. In the event that the adjustment represents less to request information from Landlord relating to Occupancy Costs if such occupancy costs have a variance of greater than five twenty percent (520%) of than in the Occupancy Costs that were the subject of the disagreement Tenant shall bear all costs of the expert making such determination. In the event that the adjustment represent an overstatement of five percent (5%) or more of the Occupancy Costs that were the subject of the disagreement Landlord shall bear all costs of the expert making such determinationprevious Fiscal Year.

Payment - Occupancy Costs. (a) Prior Unless delayed by causes beyond Landlord's reasonable control, prior to the Commencement Date and the beginning of each Fiscal Year thereafter, Landlord shall compute and deliver to Tenant a bona fide estimate of Occupancy Costs for the appropriate Fiscal Year and without Year. Without further notice Tenant shall pay to Landlord in monthly installments onetwelfth one-twelfth of such estimate simultaneously with Tenant’s 's payments of Annual Rent during such Fiscal Year. Any failure by Landlord to deliver any such estimate as aforesaid shall not relieve Tenant of its obligation to pay Occupancy Costs as herein provided. If at any time it reasonably appears to Landlord that the Occupancy Costs for the current Fiscal Year will vary from Landlord’s estimate then Landlord may reasonably readjust the Occupancy Costs for such Fiscal Year by notice delivered to Tenant, and subsequent payments by Tenant for such Fiscal Year will be based upon such readjusted Occupancy Costs. (b) Landlord may at any time during a Fiscal Year compute and deliver to Tenant a revised bona fide estimate of Occupancy Costs for that Fiscal Year, together with Landlord's determination of the adjustment to Tenant's monthly installments of Occupancy Costs for that Fiscal Year to fully recover the revised estimate of Occupancy Costs in that Fiscal Year. Without further notice, Tenant shall pay to Landlord monthly installments of Occupancy Costs in accordance with that adjustment. (c) Unless delayed by causes beyond Landlord’s 's reasonable control, Landlord shall deliver to Tenant within 120 one hundred twenty (120) days after the end of each Fiscal Year a written statement (the “Statement”"statement") setting out in reasonable detail the amount of Occupancy Costs for such Fiscal Year and certified to be correct by a representative an officer of Landlord. If the aggregate of monthly installments of Occupancy Costs actually paid by Tenant to Landlord during such Fiscal Year differs from the amount of Occupancy Costs payable for such Fiscal Year under Section 4.02 as indicated Article 4.02, Tenant shall pay, or if Tenant is not then in default under this Lease beyond the Statementapplicable grace period, then, Landlord shall refund the difference (as the case may be, Tenant shall pay the difference to Landlord or Landlord shall issue a credit to Tenant against the Rent remaining to be paid hereunder for the difference, or if no Rent then remains to be paid, refund the difference to Tenant, ) without interest, interest within 30 thirty (30) days after the date of delivery of the Statement. (cd) If Landlord and Tenant disagrees with disagree on the accuracy of Occupancy Costs as set forth in the Statement or in any adjustment thereto made by Landlord pursuant to subsection 4.06(d), Tenant shall be required to give Landlord written notice thereof within ninety (90) days after the date Landlord gives Tenant the Statement or notice of adjustment thereto, as the case may be, or Tenant shall conclusively be deemed to have accepted the accuracy of the Statement, or modification thereto, as the case may be, and to have waived any right to claim any readjustment in connection therewith. If Tenant so disagrees with the Statement, or modification thereto, as the case may be, and gives such notice to Landlord, Tenant shall nevertheless make payment in accordance with any notice given by Landlord, but and Landlord shall immediately refer the disagreement shall be referred to a public accountant, architect, insurance broker or other professional consultant selected by Landlord for prompt decision and approved by a mutually acceptable nationally or regionally recognized public accounting firmTenant, who shall which approval will not be unaffiliated with and unrelated to either Landlord or Tenant or any of their officers, directors or employeesunreasonably withheld, who shall be deemed to be acting as an expert and not an arbitrator, and a written determination signed by the selected expert, and duly certified to both Landlord and Tenant, expert shall be final and binding on both Landlord and XxxxxxTenant. Any adjustment required to any previous payment made by Tenant or Landlord by reason of any such decision shall be made within thirty fourteen (3014) days thereof. In , and the event party required to make payment under such adjustment shall bear all costs of the expert making such decision, except where that the adjustment payment represents 3% or less than five percent (5%) of the Occupancy Costs that were the subject of the disagreement in which case Tenant shall bear all costs costs. (e) Neither party may claim re-adjustment in respect of occupancy Costs for a Fiscal Year if based upon any error of computation or allocation except by notice delivered to the other party within six months after the date of delivery of the expert making such determination. In the event that the adjustment represent an overstatement of five percent (5%) or more of the Occupancy Costs that were the subject of the disagreement Landlord shall bear all costs of the expert making such determinationStatement.

Payment - Occupancy Costs. (a) Prior to the Commencement Date and to the beginning of each Fiscal Year thereafter, the Landlord shall compute and deliver to the Tenant a bona fide estimate in writing of Occupancy Costs for the appropriate Fiscal Year and without further notice Tenant shall pay to Landlord in monthly installments onetwelfth of such estimate simultaneously with Tenant’s payments of Annual Rent during such Fiscal Year. Any failure by Landlord to deliver any such estimate as aforesaid shall not relieve Tenant of its obligation to pay Occupancy Costs as herein provided. If at any time it reasonably appears to Landlord that the Occupancy Costs for the current following Fiscal Year will vary from Landlord’s estimate then or portion thereof, if applicable. Without further notice or demand, the Tenant shall pay to the Landlord may reasonably readjust the amount of the Occupancy Costs for such in equal monthly instalments, in advance, over the Fiscal Year or portion thereof, simultaneously with the Tenant’s payments on account of Basic Rent. From time to time the Landlord may reestimate, on a reasonable basis, the amount of such Occupancy Costs for any fiscal period in which case the Landlord shall give notice to the Tenant of such re-estimate and fix new equal monthly instalments for the remaining balance of such fiscal period so that, after giving credit for the instalments paid by notice delivered to Tenantthe Tenant on the basis of the previous estimate or estimates, and subsequent payments by Tenant for all the Occupancy Costs as estimated or reestimated will have been paid during such Fiscal Year will be based upon such readjusted Occupancy Costsfiscal period. (b) Unless delayed by causes beyond Landlord’s reasonable control, The Landlord shall deliver to Tenant within 120 days after the Tenant, as soon as practicable following the end of each Fiscal Year Year, a written statement (the “Statement”) statement, setting out in reasonable detail the amount of Occupancy Costs for such Fiscal Year and certified to be correct by a representative of LandlordYear. If the aggregate of total monthly installments instalments of Occupancy Costs actually paid by the Tenant to the Landlord during such the Fiscal Year differs from is lower than the amount of the Occupancy Costs payable for such the Fiscal Year under Section 4.02 as indicated in Schedule C, the Statement, then, as the case may be, Tenant shall pay to the Landlord the difference to Landlord or Landlord shall issue a credit to Tenant against the Rent remaining to be paid hereunder for the difference, or if no Rent then remains to be paid, refund the difference to Tenant, without interest, within 30 days after the date on which such statement is received by the Tenant and if the total monthly instalments of Occupancy Costs actually paid by the Tenant to the Landlord during the Fiscal Year is greater than the amount of the Occupancy Costs payable for the Fiscal Year under Schedule C, the Landlord shall credit the difference against the Occupancy Costs for the current Fiscal Year and the monthly instalments payable in respect of same shall be reduced accordingly. (c) Neither party may claim a re adjustment in respect of Occupancy Costs for a Fiscal Year for any error of computation or allocation unless notice is delivered to the other party within 6 months after the date of delivery of the Statementstatement. (c) If Tenant disagrees with the accuracy of Occupancy Costs as set forth in the Statement or in any adjustment thereto made by Landlord pursuant to subsection 4.06(d), Tenant shall be required to give Landlord written notice thereof within ninety (90) days after the date Landlord gives Tenant the Statement or notice of adjustment thereto, as the case may be, or Tenant shall conclusively be deemed to have accepted the accuracy of the Statement, or modification thereto, as the case may be, and to have waived any right to claim any readjustment in connection therewith. If Tenant so disagrees with the Statement, or modification thereto, as the case may be, and gives such notice to Landlord, Tenant shall nevertheless make payment in accordance with any notice given by Landlord, but the disagreement shall be referred by Landlord for prompt decision by a mutually acceptable nationally or regionally recognized public accounting firm, who shall be unaffiliated with and unrelated to either Landlord or Tenant or any of their officers, directors or employees, who shall be deemed to be acting as an expert and not arbitrator, and a written determination signed by the selected expert, and duly certified to both Landlord and Tenant, shall be final and binding on both Landlord and Xxxxxx. Any adjustment required to any previous payment made by Tenant or Landlord by reason of any such decision shall be made within thirty (30) days thereof. In the event that the adjustment represents less than five percent (5%) of the Occupancy Costs that were the subject of the disagreement Tenant shall bear all costs of the expert making such determination. In the event that the adjustment represent an overstatement of five percent (5%) or more of the Occupancy Costs that were the subject of the disagreement Landlord shall bear all costs of the expert making such determination.

Payment - Occupancy Costs. (a) Prior Unless delayed by causes beyond Landlord’s reasonable control, prior to the Commencement Date and the beginning of each Fiscal Year thereafter, Landlord shall compute and deliver to Tenant a bona fide estimate of Occupancy Costs for the appropriate Fiscal Year and without Year. Without further notice Tenant shall pay to Landlord in monthly installments onetwelfth one-twelfth of such estimate simultaneously with Tenant’s payments of Annual Rent during such Fiscal Year. Any failure by Landlord to deliver any such estimate as aforesaid shall not relieve Tenant of its obligation to pay Occupancy Costs as herein provided. If at any time it reasonably appears to Landlord that the Occupancy Costs for the current Fiscal Year will vary from Landlord’s estimate then Landlord may reasonably readjust the Occupancy Costs for such Fiscal Year by notice delivered to Tenant, and subsequent payments by Tenant for such Fiscal Year will be based upon such readjusted Occupancy Costs. (b) Landlord may at any time during a Fiscal Year compute and deliver to Tenant a revised bona fide estimate of Occupancy Costs for that Fiscal Year, together with Landlord’s determination of the adjustment to Tenant’s monthly installments of Occupancy Costs for that Fiscal Year to fully recover the revised estimate of Occupancy Costs in that Fiscal Year. Without further notice, Tenant shall pay to Landlord monthly installments of Occupancy Costs in accordance with that adjustment. (c) Unless delayed by causes beyond Landlord’s reasonable control, Landlord shall deliver to Tenant within 120 one hundred twenty (120) days after the end of each Fiscal Year a written statement (the “Statement”) setting out in reasonable detail the amount of Occupancy Costs for such Fiscal Year and certified to be correct by a representative of LandlordYear. If the aggregate of monthly installments of Occupancy Costs actually paid by Tenant to Landlord during such Fiscal Year differs from the amount of Occupancy Costs payable for such Fiscal Year under Section 4.02 as indicated Article 4.02, Tenant shall pay, or if Tenant is not then in default under this Lease beyond the Statementapplicable grace period, then, Landlord shall refund the difference (as the case may be, Tenant shall pay the difference to Landlord or Landlord shall issue a credit to Tenant against the Rent remaining to be paid hereunder for the difference, or if no Rent then remains to be paid, refund the difference to Tenant, ) without interest, interest within 30 thirty (30) days after the date of delivery of the Statement. (cd) If Landlord and Tenant disagrees with disagree on the accuracy of Occupancy Costs as set forth in the Statement or in any adjustment thereto made by Landlord pursuant to subsection 4.06(d), Tenant shall be required to give Landlord written notice thereof within ninety (90) days after the date Landlord gives Tenant the Statement or notice of adjustment thereto, as the case may be, or Tenant shall conclusively be deemed to have accepted the accuracy of the Statement, or modification thereto, as the case may be, and to have waived any right to claim any readjustment in connection therewith. If Tenant so disagrees with the Statement, or modification thereto, as the case may be, and gives such notice to Landlord, Tenant shall nevertheless make payment in accordance with any notice given by Landlord, but and Landlord shall immediately refer the disagreement shall be referred to a public accountant, architect, insurance broker or other professional consultant selected by Landlord for prompt decision and approved by a mutually acceptable nationally or regionally recognized public accounting firmTenant, who shall which approval will not be unaffiliated with and unrelated to either Landlord or Tenant or any of their officers, directors or employeesunreasonably withheld, who shall be deemed to be acting as an expert and not an arbitrator, and a written determination signed by the selected expert, and duly certified to both Landlord and Tenant, expert shall be final and binding on both Landlord and XxxxxxTenant. Any adjustment required to any previous payment made by Tenant or Landlord by reason of any such decision shall be made within thirty fourteen (3014) days thereof. In , and the event party required to make payment under such adjustment shall bear all costs of the expert making such decision, except where that the adjustment payment represents 3% or less than five percent (5%) of the Occupancy Costs that were the subject of the disagreement in which case Tenant shall bear all costs such costs. (e) Neither party may claim re-adjustment in respect of Occupancy Costs for a Fiscal Year if based upon any error of computation or allocation except by notice delivered to the other party within six months after the date of delivery of the expert making such determination. In the event that the adjustment represent an overstatement of five percent (5%) or more of the Occupancy Costs that were the subject of the disagreement Landlord shall bear all costs of the expert making such determinationStatement.

Payment - Occupancy Costs. (a) Prior to the Commencement Date and prior to the beginning of each Fiscal Year thereafter, Landlord shall compute and deliver to Tenant a bona fide estimate of Occupancy Costs for the appropriate Fiscal Year and and, without further notice notice, Tenant shall pay to Landlord in monthly installments onetwelfth one-twelfth of such estimate simultaneously with Tenant’s 's payments of Annual Rent during such Fiscal Year. Any failure by Landlord to deliver any such estimate as aforesaid shall not relieve Tenant of its obligation to pay Occupancy Costs as herein provided. If at any time it reasonably appears to Landlord that the Occupancy Costs for the current Fiscal Year will vary from Landlord’s estimate then Landlord may reasonably readjust the Occupancy Costs for such Fiscal Year by notice delivered to Tenant, and subsequent payments by Tenant for such Fiscal Year will be based upon such readjusted Occupancy Costs. (b) Unless delayed by causes beyond Landlord’s 's reasonable control, Landlord shall deliver to Tenant within 120 days after the end of each Fiscal Year a written statement (the “"Statement”") setting out in reasonable detail the amount of Occupancy Costs for such Fiscal Year and certified to be correct by a representative an officer of Landlord. If the aggregate of monthly installments of Occupancy Costs actually paid by Tenant to Landlord during such Fiscal Year differs from the amount of Occupancy Costs payable for such Fiscal Year under Section 4.02 as indicated Article 4.02, Tenant shall pay or Landlord shall give Tenant credit for (or after the expiration of the Term if Tenant is not in default, refund to Tenant) the Statement, then, difference (as the case may be, Tenant shall pay the difference to Landlord or Landlord shall issue a credit to Tenant against the Rent remaining to be paid hereunder for the difference, or if no Rent then remains to be paid, refund the difference to Tenant, ) without interest, interest within 30 days after the date of delivery of the Statement. (c) If Landlord and Tenant disagrees with disagree on the accuracy of Occupancy Costs as set forth in the Statement or in any adjustment thereto made by Landlord pursuant to subsection 4.06(d), Tenant shall be required to give Landlord written notice thereof within ninety (90) days after the date Landlord gives Tenant the Statement or notice of adjustment thereto, as the case may be, or Tenant shall conclusively be deemed to have accepted the accuracy of the Statement, or modification thereto, as the case may be, and to have waived any right to claim any readjustment in connection therewith. If Tenant so disagrees with the Statement, or modification thereto, as the case may be, and gives such notice to Landlord, Tenant shall nevertheless make payment in accordance with any notice given by Landlord. Landlord agrees at the request of Tenant to have Landlord's representative meet with Tenant and to furnish reasonable information to Tenant with respect to any disputed item. If, but notwithstanding such meeting and disclosure, Tenant shall nevertheless continue to question the accuracy of Occupancy Costs, the disagreement shall immediately be referred by Landlord for prompt decision by a mutually acceptable nationally public accountant, architect, insurance broker or regionally recognized public accounting firm, who shall be unaffiliated with and unrelated to either Landlord or Tenant or any of their officers, directors or employees, other professional consultant who shall be deemed to be acting as an expert expert(s) and not arbitratorarbitrator(s), and a written determination signed by the selected expert, and duly certified to both Landlord and Tenant, expert(s) shall be final and binding on both Landlord and XxxxxxTenant. Any adjustment required to any previous payment made by Tenant or Landlord by reason of any such decision shall be made within thirty (30) 14 days thereof. In , and the event party required to make payment under such adjustment shall bear all costs of the expert's making such decision except where that the adjustment payment represents 3% or less than five percent (5%) of the Occupancy Costs that were the subject of the disagreement disagreement, in which case Tenant shall bear all costs such costs. (d) Neither party may claim a readjustment in respect of Occupancy Costs for a Fiscal Year if based upon any error of computation or allocation except by notice delivered to the other party within six months after the date of delivery of the expert making such determinationStatement. (e) In any Fiscal Year when the Building has an average annual occupancy rate of less than 95%, the Occupancy Costs will be extrapolated as though the Building were 95% occupied and the Occupancy Costs allocable to the Premises shall mean the same proportion of the Occupancy Costs for the entire Building as the rentable floor area of Tenant's space bears to 100% of the rentable floor area in the Building. In any Fiscal Year when the Building has an average annual occupancy rate of 95% or more, then the Occupancy Costs for the Premises shall be the Occupancy Costs as set forth and determined pursuant to Exhibit B. (f) In the event that any tax or charge shall be imposed upon Landlord by reason of any improvements made by or at the adjustment represent an overstatement request of five percent (5%) or more Tenant to the Premises subsequent to the completion of the Occupancy Costs that were work to be done by Landlord prior to the subject Commencement Date, Tenant shall pay the entire amount of the disagreement Landlord shall bear all costs of the expert making such determinationtax as additional Rent.

Payment - Occupancy Costs. (a) Prior to the Commencement Date and to the beginning of each Fiscal Year thereafter, the Landlord shall compute and deliver to the Tenant a bona fide estimate in writing of Occupancy Costs for the appropriate Fiscal Year and without further notice Tenant shall pay to Landlord in monthly installments onetwelfth of such estimate simultaneously with Tenant’s payments of Annual Rent during such Fiscal Year. Any failure by Landlord to deliver any such estimate as aforesaid shall not relieve Tenant of its obligation to pay Occupancy Costs as herein provided. If at any time it reasonably appears to Landlord that the Occupancy Costs for the current following Fiscal Year will vary from Landlord’s estimate then or portion thereof, if applicable. Without further notice or demand, the Tenant shall pay to the Landlord may reasonably readjust the amount of the Occupancy Costs for such in equal monthly installments, in advance, over the Fiscal Year by notice delivered to or portion thereof, simultaneously with the Tenant, and subsequent 's payments by Tenant for such Fiscal Year will be based upon such readjusted Occupancy Costson account of Annual Rent. (b) Unless delayed by causes beyond Landlord’s reasonable control, The Landlord shall deliver to Tenant within 120 days after the Tenant, as soon as practicable following the end of each Fiscal Year Year, a written statement (the “Statement”) statement, setting out in reasonable detail the amount of Occupancy Costs for such Fiscal Year and certified to be correct by a representative of LandlordYear. If the aggregate of total monthly installments of Occupancy Costs actually paid by the Tenant to the Landlord during such the Fiscal Year differs from is lower than the amount of the Occupancy Costs payable for such the Fiscal Year under Section 4.02 as indicated in Schedule C, the Statement, then, as the case may be, Tenant shall pay to the Landlord the difference to Landlord or Landlord shall issue a credit to Tenant against the Rent remaining to be paid hereunder for the difference, or if no Rent then remains to be paid, refund the difference to Tenant, without interest, within 30 days after the date on which such statement is received by the Tenant and if the total monthly installments of Occupancy Costs actually paid by the Tenant to the Landlord during the Fiscal Year is greater than the amount of the Occupancy Costs payable for the Fiscal Year under Schedule C, the Landlord shall credit the difference against the Occupancy Costs for the current Fiscal Year and the monthly installments payable in respect of same shall be reduced accordingly. (c) Tenant shall, at its expense, have the right, at any time within 90 days after a statement prepared and certified to be correct by an officer of the Landlord of the actual Occupancy Costs for a particular Fiscal year, to examine the Landlord's books and records relating to the determination of such Occupancy Costs. (d) Neither party may claim a re-adjustment in respect of Occupancy Costs for a Fiscal Year if based upon any error of computation or allocation except by notice delivered to the other party within 6 months after the date of delivery of the Statementstatement. (c) If Tenant disagrees with the accuracy of Occupancy Costs as set forth in the Statement or in any adjustment thereto made by Landlord pursuant to subsection 4.06(d), Tenant shall be required to give Landlord written notice thereof within ninety (90) days after the date Landlord gives Tenant the Statement or notice of adjustment thereto, as the case may be, or Tenant shall conclusively be deemed to have accepted the accuracy of the Statement, or modification thereto, as the case may be, and to have waived any right to claim any readjustment in connection therewith. If Tenant so disagrees with the Statement, or modification thereto, as the case may be, and gives such notice to Landlord, Tenant shall nevertheless make payment in accordance with any notice given by Landlord, but the disagreement shall be referred by Landlord for prompt decision by a mutually acceptable nationally or regionally recognized public accounting firm, who shall be unaffiliated with and unrelated to either Landlord or Tenant or any of their officers, directors or employees, who shall be deemed to be acting as an expert and not arbitrator, and a written determination signed by the selected expert, and duly certified to both Landlord and Tenant, shall be final and binding on both Landlord and Xxxxxx. Any adjustment required to any previous payment made by Tenant or Landlord by reason of any such decision shall be made within thirty (30) days thereof. In the event that the adjustment represents less than five percent (5%) of the Occupancy Costs that were the subject of the disagreement Tenant shall bear all costs of the expert making such determination. In the event that the adjustment represent an overstatement of five percent (5%) or more of the Occupancy Costs that were the subject of the disagreement Landlord shall bear all costs of the expert making such determination.

Payment - Occupancy Costs. (a) Prior to the Commencement Date and the beginning of each Fiscal Year thereafter, Landlord shall compute and deliver to Tenant a bona fide estimate of Occupancy Costs for the appropriate Fiscal Year and and, without further notice notice, Tenant shall pay to Landlord in monthly installments onetwelfth one-twelfth (1/12) of such estimate estimates simultaneously with Tenant’s 's payments of Annual Rent during such Fiscal Year. Any failure by Landlord to deliver any such estimate as aforesaid Tenant shall not relieve Tenant of its obligation be obligated to pay Occupancy Costs as herein provided. If at any time it reasonably appears to Landlord that the Occupancy Costs for the current Fiscal Year will vary from Landlord’s estimate then Landlord may reasonably readjust the Occupancy Costs for such Fiscal Year by notice delivered to Tenant, and subsequent payments by Tenant for such Fiscal Year will be based upon such readjusted Occupancy Costsoperation escalation in calendar year 1992 nor real estate tax escalations in fiscal year 1993. (b) Unless delayed by causes beyond Landlord’s 's reasonable control, Landlord shall deliver to Tenant within 120 one hundred twenty (120) days after the end of each Fiscal Year a written statement (the “"Statement”") setting out in reasonable detail the amount of Occupancy Costs for such Fiscal Year and certified to be correct by a representative of LandlordYear. If the aggregate of monthly installments of Occupancy Costs actually paid by Tenant to Landlord during such Fiscal Year differs from the amount of Occupancy Costs payable for such Fiscal Year under Section 4.02 as indicated Article 4.03, Tenant shall pay or Landlord shall give Tenant credit for (or after the expiration of the Term if Tenant is not in default, refund to Tenant) the Statement, then, difference (as the case may be, Tenant shall pay the difference to Landlord or Landlord shall issue a credit to Tenant against the Rent remaining to be paid hereunder for the difference, or if no Rent then remains to be paid, refund the difference to Tenant, ) without interest, interest within 30 thirty (30) days after the date of delivery of the Statement. (c) If Landlord and Tenant disagrees with disagree on the accuracy of Occupancy Costs as set forth in the Statement or in any adjustment thereto made by Landlord pursuant to subsection 4.06(d), Tenant shall be required to give Landlord written notice thereof within ninety (90) days after the date Landlord gives Tenant the Statement or notice of adjustment thereto, as the case may be, or Tenant shall conclusively be deemed to have accepted the accuracy of the Statement, or modification thereto, as the case may be, and to have waived any right to claim any readjustment in connection therewith. If Tenant so disagrees with the Statement, or modification thereto, as the case may be, and gives such notice to Landlord, Tenant shall nevertheless make payment in accordance with any notice given by Landlord, but the disagreement shall immediately be referred by Landlord for prompt decision by a mutually acceptable nationally public accountant, architect, insurance broker or regionally recognized public accounting firm, who shall be unaffiliated with and unrelated to either Landlord or Tenant or any of their officers, directors or employees, other professional consultant who shall be deemed to be acting as an expert and not arbitrator, arbitrator and a written determination signed by the selected expert, and duly certified to both Landlord and Tenant, expert shall be final and binding on both Landlord and XxxxxxTenant. In the event Landlord and Tenant are unable to agree upon such a mutually acceptable expert, Landlord shall request that such an expert be appointed by the Regional Vice President (or the person acting in such capacity) of the office of the American Arbitration Association in Boston, Massachusetts and a determination signed by the Expert appointed by such person shall be final and binding on both Landlord and Tenant. Any adjustment required to any previous payment made by Tenant or Landlord by reason of any such decision shall be made within thirty fourteen (3014) days thereof. In , and the event that party required to make payment under such adjustment shall bear all costs of the adjustment expert's making such decision except where the required payment represents less than five percent three (53%) percent or less of the Occupancy Costs that were the subject of the disagreement disagreement, in which case Tenant shall bear all costs such costs. (d) Neither party may claim a readjustment in respect of Occupancy Costs for a Fiscal Year if based upon any error of computation or allocation except by notice delivered to the other party within six (6) months after the date of delivery of the expert making such determination. Statement. (e) In any Fiscal Year when the event that the adjustment represent Building has an overstatement average annual occupancy rate of less than ninety five percent (595%) or more percent, the Occupancy Costs allocable to the Premises will be calculated as though the Building were ninety five (95%) percent occupied and the Occupancy Costs allocable to the Premises shall mean the same proportion of the Occupancy Costs that were for the subject entire Building as the rentable floor area of the disagreement Landlord shall bear all costs Tenant's Premises bears to one hundred (100%) percent of the expert making such determination.rentable floor area in the Building. If any Fiscal Year when the Building has an average annual occupancy rate of ninety five (95%) percent or more, then the Occupancy Costs allocable to the Premises shall be determined in accordance with Article 2.02

Payment - Occupancy Costs. (a) Prior Unless delayed by causes beyond Landlord's reasonable control, prior to the Commencement Date and the beginning of each Fiscal Year thereafter, Landlord shall compute and deliver to Tenant a bona born fide estimate of Occupancy Costs for the appropriate Fiscal Year and without Year. Without further notice Tenant shall pay to Landlord in monthly installments onetwelfth one-twelfth of such estimate simultaneously with Tenant’s 's payments of Annual Rent during such Fiscal Year. Any failure by Landlord to deliver any such estimate as aforesaid shall not relieve Tenant of its obligation to pay Occupancy Costs as herein provided. If at any time it reasonably appears to Landlord that the Occupancy Costs for the current Fiscal Year will vary from Landlord’s estimate then Landlord may reasonably readjust the Occupancy Costs for such Fiscal Year by notice delivered to Tenant, and subsequent payments by Tenant for such Fiscal Year will be based upon such readjusted Occupancy Costs. (b) Landlord may at any time during a Fiscal Year compute and deliver to Tenant a revised bona fide estimate of Occupancy Costs for that Fiscal Year, together with Landlord's determination of the adjustment to Tenant's monthly installments of Occupancy Costs for that Fiscal Year to fully recover the revised estimate of Occupancy Costs in that Fiscal Year. Without further notice, Tenant shall pay to Landlord monthly installments of Occupancy Costs in accordance with that adjustment. (c) Unless delayed by causes beyond Landlord’s 's reasonable control, Landlord shall deliver to Tenant within 120 one hundred twenty (120) days after the end of each Fiscal Year a written statement (the “Statement”"statement") setting out in reasonable detail the amount of Occupancy Costs for such Fiscal Year and certified to be correct by a representative an officer of Landlord. If the aggregate of monthly installments of Occupancy Costs actually paid by Tenant to Landlord during such Fiscal Year differs from the amount of Occupancy Costs payable for such Fiscal Year under Section 4.02 as indicated Article 4.02, Tenant shall pay, or if Tenant is not then in default under this Lease beyond the Statementapplicable grace period, then, Landlord shall refund the difference (as the case may be, Tenant shall pay the difference to Landlord or Landlord shall issue a credit to Tenant against the Rent remaining to be paid hereunder for the difference, or if no Rent then remains to be paid, refund the difference to Tenant, ) without interest, interest within 30 thirty (30) days after the date of delivery of the Statement. (cd) If Landlord and Tenant disagrees with disagree on the accuracy of Occupancy Costs as set forth in the Statement or in any adjustment thereto made by Landlord pursuant to subsection 4.06(d), Tenant shall be required to give Landlord written notice thereof within ninety (90) days after the date Landlord gives Tenant the Statement or notice of adjustment thereto, as the case may be, or Tenant shall conclusively be deemed to have accepted the accuracy of the Statement, or modification thereto, as the case may be, and to have waived any right to claim any readjustment in connection therewith. If Tenant so disagrees with the Statement, or modification thereto, as the case may be, and gives such notice to Landlord, Tenant shall nevertheless make payment in accordance with any notice given by Landlord, but and Landlord shall immediately refer the disagreement shall be referred to a public accountant, architect, insurance broker or other professional consultant selected by Landlord for prompt decision and approved by a mutually acceptable nationally or regionally recognized public accounting firmTenant, who shall which approval will not be unaffiliated with and unrelated to either Landlord or Tenant or any of their officers, directors or employeesunreasonably withheld, who shall be deemed to be acting as an expert and not an arbitrator, and a written determination signed by the selected expert, and duly certified to both Landlord and Tenant, expert shall be final and binding on both Landlord and XxxxxxTenant. Any adjustment required to any previous payment made by Tenant or Landlord by reason of any such decision shall be made within thirty fourteen (3014) days thereof. In , and the event party required to make payment under such adjustment shall bear all costs of the expert making such decision, except where that the adjustment payment represents 3% or less than five percent (5%) of the Occupancy Costs that were the subject of the disagreement in which case Tenant shall bear all costs costs. (e) Neither party may claim re-adjustment in respect of Occupancy Costs for a Fiscal Year if based upon any error of computation or allocation except by notice delivered to the ocher party within six months after the date of delivery of the expert making such determination. In the event that the adjustment represent an overstatement of five percent (5%) or more of the Occupancy Costs that were the subject of the disagreement Landlord shall bear all costs of the expert making such determinationStatement.