Common use of Payment of Operating Cost Escalation Clause in Contracts

Payment of Operating Cost Escalation. For each Operating Year, commencing January 1, 2014, Tenant shall pay to Landlord, in the manner provided herein, Tenant's share of increased Operating Costs which shall be computed by multiplying the Operating Costs for the Operating Year by Tenant's Fractional Share and subtracting the Base Operating Costs from the result obtained ("Tenant's Share of Increased Operating Costs") but in no event less than the Base Operating Costs; provided, however, that for the Operating Years during which the Term begins and ends, Tenant's Share of Increased Operating Costs shall be prorated based upon the actual number of days Tenant occupied, or could have occupied, the Premises during each such Operating Year. Base Operating Costs for the purposes of this Lease shall be the Operating Year 2013. Tenant's Share of Increased Operating Costs shall be paid, in advance, without notice, demand, abatement (except as otherwise specifically provided in this Lease), deduction or set‑off, on the first day of each calendar month during the Term, said monthly amounts to be determined on the basis of estimates prepared by Landlord on an annual basis and delivered to Tenant prior to the commencement of each Operating Year. If, however, Landlord fails to furnish any such estimate prior to the commencement of an Operating Year, then (a) until the first day of the month following the month in which such estimate is furnished to Tenant, Tenant shall pay to Landlord on the first day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this subsection 7.2 in respect of the last month of the preceding Operating Year; (b) promptly after such estimate is furnished to Tenant, Landlord shall give notice to Tenant whether the installments of Tenant's Share of Increased Operating Costs paid by Tenant for the current Operating Year have resulted in a deficiency or overpayment compared to payments which would have been paid under such estimate, and Tenant, within ten (10) days after receipt of such estimate, shall pay any deficiency to Landlord and any overpayment shall be credited against future payments required by Tenant under such estimate; and (c) on the first day of the month following the month in which such estimate is furnished to Tenant and monthly thereafter throughout the remainder of the Operating Year, Tenant shall pay to Landlord the monthly payment shown on such estimate. Landlord may at any time or from time to time furnish to Tenant a revised estimate of Tenant's Share of Increased Operating Costs for such Operating Year, and in such case, Tenant's monthly payments shall be adjusted and paid or credited, as the case may be, substantially in the same manner as provided in the preceding sentence. After the end of each Operating Year, Landlord shall determine actual Operating Costs for such Operating Year and shall provide to Tenant an "Operating Costs Statement" setting forth the actual Tenant's Share of Increased Operating Costs for such Operating Year. Within thirty (30) days after delivery of the Operating Costs Statement, Tenant shall pay Landlord any deficiency between the amount shown as Tenant's Share of Increased Operating Costs in the Operating Costs Statement and the total of the estimated payments made by Tenant during the Operating Year. In the event of overpayment, such amount shall be credited against future payments required on account of Tenant's Share of Increased Operating Costs, or if the Term has expired, Landlord shall refund to Tenant the amount of any overpayment. Each Operating Costs Statement provided by Landlord shall be conclusive and binding upon Tenant unless within thirty (30) days after receipt thereof, Tenant notifies Landlord that it disputes the correctness thereof, specifying those respects in which it claims the Operating Costs Statement to be incorrect. Unless resolved by the parties, such dispute shall be determined by arbitration in accordance with the then prevailing rules of the American Arbitration Association. If the arbitration proceedings result in a determination that the Operating Costs Statement contained an aggregate discrepancy of less than five percent (5%), Tenant shall bear all costs in connection with such arbitration. Pending determination of the dispute, Tenant shall pay any amounts due from Tenant in accordance with the Operating Costs Statement, but such payment shall be without prejudice to Tenant's claims. Tenant, for a period of thirty (30) days after delivery of the Operating Costs Statement in each Operating Year and upon at least ten (10) days written notice to Landlord, shall have reasonable access during normal business hours to the books and records of Landlord relating to Operating Costs for the purpose of verifying the Operating Costs Statement, Tenant to bear all costs relating to such inspection. Tenant shall reimburse Landlord for any cost for photocopying that it desires.

Payment of Operating Cost Escalation. For each Operating Year, commencing January 1, 2014, Tenant shall pay to Landlord, in the manner provided herein, Tenant's share of increased Operating Costs which shall be computed by multiplying as Additional Rent the Operating Costs Cost Escalation, if any, for the Operating Year by Tenant's Fractional Share and subtracting the Base Operating Costs from the result obtained ("Tenant's Share of Increased Operating Costs") but in no event less than the Base Operating Costs; provided, however, that for the Operating Years during which each calendar year or fraction thereof throughout the Term begins and endswithin thirty (30) days of receipt of Landlord’s Statement reflecting the amount due. If during the Term, Tenant's Share of Increased Landlord estimates that Tenant will be obligated to pay Operating Costs shall be prorated based upon the actual number of days Tenant occupiedCost Escalation with respect to any calendar year, or could have occupiedfraction thereof, the Premises during each such Operating Year. Base Operating Costs for the purposes of this Lease then Tenant shall be the Operating Year 2013. Tenant's Share of Increased Operating Costs shall be paidpay, in advance, without notice, demand, abatement (except as otherwise specifically provided in this Lease), deduction or set‑offAdditional Rent, on the first day of each month of each such calendar year and each ensuing calendar year thereafter, unless and until Landlord’s Statement for an ensuing calendar year reflects that Tenant is not obligated to pay Operating Cost Escalation, monthly payments equal to 1/12th of the annualized Operating Cost Escalation for the ensuing calendar year as such cost is estimated by Landlord. In the event Landlord, in any calendar year, does not estimate the amount of Tenant’s monthly Operating Cost Escalation payments until after one or more installments of such payments are due, Tenant, pending receipt of Landlord’s estimates, shall pay to Landlord each month the monthly Operating Cost Escalation payment due during the Termprevious calendar year, said monthly amounts to be determined on and at such time as Tenant is advised in writing of Landlord’s estimated Operating Cost Escalation for the basis of estimates prepared by Landlord on an annual basis and delivered to Tenant prior to the commencement of each Operating Year. If, however, Landlord fails to furnish any such estimate prior to the commencement of an Operating Year, then (a) until the first day of the month following the month in which such estimate is furnished to Tenant, current calendar year Tenant shall pay to Landlord on the first day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this subsection 7.2 in respect of the last month of the preceding Operating Year; (b) promptly after such estimate is furnished to TenantLandlord, or Landlord shall give notice credit to Tenant whether the installments of Tenant's Share of Increased Operating Costs paid by Tenant for the current Operating Year have resulted in a deficiency or overpayment compared to payments which would have been paid under such estimate, and Tenant, within ten (10) days after receipt of such estimate, shall pay any deficiency to Landlord and any overpayment shall be credited against future payments required by Tenant under such estimate; and (c) on the first day of the month following the month in which such estimate is furnished to Tenant and monthly thereafter throughout the remainder of the Operating Year, Tenant shall pay to Landlord the monthly payment shown on such estimate. Landlord may at any time or from time to time furnish to Tenant a revised estimate of Tenant's Share of Increased Operating Costs for such Operating Year, and in such case, Tenant's monthly payments shall be adjusted and paid or credited, as the case may be), substantially in a sum equal to the same manner as provided in the preceding sentence. After the end of each Operating Year, Landlord shall determine actual Operating Costs for such Operating Year and shall provide to Tenant an "Operating Costs Statement" setting forth the actual Tenant's Share of Increased Operating Costs for such Operating Year. Within thirty (30) days after delivery of the Operating Costs Statement, Tenant shall pay Landlord any deficiency difference between the amount shown as Tenant's Share of Increased Operating Costs in the Operating Costs Statement and the total of the monthly Operating Cost Escalation payments paid based on the rate for the preceding calendar year and the estimated monthly Operating Cost Escalation payments made by Tenant actually due during the Operating Yearthen current calendar year. In addition, all subsequent payments of monthly Operating Cost Escalation during the event of overpayment, such amount then current calendar year shall be credited against future paid using Landlord’s estimate of monthly Operating Cost Escalation payments required on account of Tenant's Share of Increased for the then current calendar year. When Landlord’s Statement for each calendar year becomes available the Operating CostsCost Escalation, if any, paid for that calendar year or if the Term has expired, Landlord shall refund to Tenant the amount of any overpayment. Each Operating Costs Statement provided by Landlord fraction thereof shall be conclusive and binding upon Tenant unless adjusted retroactively such that within thirty (30) days after receipt thereofLandlord’s Statement is received by Tenant, Tenant notifies will pay to Landlord, or Landlord that it disputes will credit to Tenant, the correctness thereof, specifying those respects in which it claims difference between the Operating Costs Statement Cost Escalation which, according to be incorrectLandlord’s Statement, Tenant owed to Landlord for the preceding calendar year or fraction thereof and the monthly Operating Cost Escalation payments made for and during that year or fraction thereof. Unless resolved by Notwithstanding any other provision of this Section 4.2, if the partiesTerm expires or is terminated as of a date other than the last day of a calendar year, then for such dispute fraction of a calendar year at the end of the Term, Tenant’s last payment to Landlord under this Section 4.2 shall be determined by arbitration in accordance with made on the then prevailing rules basis of Landlord’s best estimate of the American Arbitration Association. If the arbitration proceedings result items which are includable in a determination that the Operating Costs Landlord’s Statement contained an aggregate discrepancy of less than five percent (5%), Tenant shall bear all costs in connection with such arbitration. Pending determination of the dispute, Tenant shall pay any amounts due from Tenant in accordance with the Operating Costs Statement, but such payment and shall be without prejudice to Tenant's claims. Tenant, for a period made on or before the later of thirty (30a) days after delivery of the Operating Costs Statement in each Operating Year and upon at least ten (10) days written notice after Landlord delivers such estimate to Tenant or (b) the last day of the Teen, with an appropriate payment or refund to be made upon submission of Landlord, shall have reasonable access during normal business hours to the books and records of Landlord relating to Operating Costs for the purpose of verifying the Operating Costs ’s Statement, Tenant to bear all costs relating to such inspection. Tenant shall reimburse Landlord for any cost for photocopying that it desires.

Payment of Operating Cost Escalation. For each Operating Year, commencing January 1, 20142000, Tenant shall pay to Landlord, in the manner provided herein, Tenant's share of increased Operating Costs which shall be computed by multiplying the Operating Costs for the Operating Year by Tenant's Fractional Share and subtracting the Base Operating Costs from the result obtained ("Tenant's Share of Increased Operating Costs") but in no event less than the Base Operating Costs; provided, however, that for the Operating Years during which the Term begins and ends, Tenant's Share of Increased Operating Costs shall be prorated based upon the actual number of days Tenant occupied, or could have occupied, the Premises during each such Operating Year. Base Operating Costs for the purposes of this Lease shall be the Operating Year 2013. Tenant's Share of Increased Operating Costs shall be paid, in advance, without notice, demand, abatement (except as otherwise specifically provided in this Lease), deduction or set‑offset-off, on the first day of each calendar month during the Term, said monthly amounts to be determined on the basis of estimates prepared by Landlord on an annual basis and delivered to Tenant prior to the commencement of each Operating Year. If, however, Landlord fails to furnish any such estimate prior to the commencement of an Operating Year, then (a) until the first day of the month following the month in which such estimate is furnished to Tenant, Tenant shall pay to Landlord on the first day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this subsection 7.2 in respect of the last month of the preceding Operating Year; (b) promptly after such estimate is furnished to Tenant, Landlord shall give notice to Tenant whether the installments of Tenant's Share of Increased Operating Costs paid by Tenant for the current Operating Year have resulted in a deficiency or overpayment compared to payments which would have been paid under such estimate, and Tenant, within ten (10) days after receipt of such estimate, shall pay any deficiency to Landlord and any overpayment shall be credited against future payments required by Tenant under such estimate; and (c) on the first day of the month following the month in which such estimate is furnished to Tenant and monthly thereafter throughout the remainder of the Operating Year, Tenant shall pay to Landlord the monthly payment shown on such estimate. Landlord may at any time or from time to time furnish to Tenant a revised estimate of Tenant's Share of Increased Operating 10 Costs for such Operating Year, and in such case, Tenant's monthly payments shall be adjusted and paid or credited, as the case may be, substantially in the same manner as provided in the preceding sentence. After the end of each Operating Year, Landlord shall determine actual Operating Costs for such Operating Year and shall provide to Tenant an "Operating Costs Statement" setting forth the actual Tenant's Share of Increased Operating Costs for such Operating Year. Within thirty (30) days after delivery of the Operating Costs Statement, Tenant shall pay Landlord any deficiency between the amount shown as Tenant's Share of Increased Operating Costs in the Operating Costs Statement and the total of the estimated payments made by Tenant during the Operating Year. In the event of overpayment, such amount shall be credited against future payments required on account of Tenant's Share of Increased Operating Costs, or if the Term has expired, Landlord shall refund to Tenant the amount of any overpayment. Each Operating Costs Statement provided by Landlord shall be conclusive and binding upon Tenant unless within thirty (30) days after receipt thereof, Tenant notifies Landlord that it disputes the correctness thereof, specifying those respects in which it claims the Operating Costs Statement to be incorrect. Unless resolved by the parties, such dispute shall be determined by arbitration in accordance with the then prevailing rules of the American Arbitration Association. If the arbitration proceedings result in a determination that the Operating Costs Statement contained an aggregate discrepancy of less than five percent (5%), Tenant shall bear all costs in connection with such arbitration. Pending determination of the dispute, Tenant shall pay any amounts due from Tenant in accordance with the Operating Costs Statement, but such payment shall be without prejudice to Tenant's claims. Tenant, for a period of thirty (30) days after delivery of the Operating Costs Statement in each Operating Year and upon at least ten (10) days written notice to Landlord, shall have reasonable access during normal business hours to the books and records of Landlord relating to Operating Costs for the purpose of verifying the Operating Costs Statement, Tenant to bear all costs relating to such inspection. Tenant shall reimburse Landlord for any cost for photocopying that it desires.

Payment of Operating Cost Escalation. For each Operating Year, commencing January 1, 2014, Tenant shall pay to Landlord, in the manner provided hereinprovided, “Tenant's share ’s Share of increased Increased Operating Costs Costs” which shall be computed by multiplying the Operating Costs costs for the Operating Year by Tenant's Fractional Share the Operating Cost Allocation Factor and subtracting the Base Operating Costs from the result obtained ("Tenant's Share of Increased Operating Costs") but in no event less than the Base Operating Costs; obtained, provided, however, that for the Operating Years during which the Term begins and ends, . Tenant's ’s Share of Increased Operating Costs shall be prorated based upon the actual number of days Tenant occupied, or could have occupied, the Premises during each such Operating Year. Base Operating Costs for the purposes of this Lease shall be the Operating Year 2013. Tenant's ’s Share of Increased Operating Costs shall be paid, in advance, without notice, demand, abatement (except as otherwise specifically provided in this Lease)abatement, deduction or set‑offset-off, on the first day of each calendar month during the Term, said the monthly amounts to be determined on the basis of estimates prepared by Landlord on an annual basis and delivered to Tenant prior to the commencement of each Operating Year. If, however, Landlord fails to shall furnish any such estimate prior to the commencement of estimates for an Operating YearYear after its commencement, then the (ai) until the first day of the month following the month in which such estimate is furnished to Tenant, . Tenant shall pay to Landlord on the first day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this subsection 7.2 in Section 5.3 with respect of to the last 1st month of the preceding Operating Year; (bii) promptly after such estimate is furnished to Tenant, . Landlord shall give notice to Tenant whether the installments of Tenant's ’s Share of Increased Operating Costs paid by Tenant for the current Operating Year have resulted in a deficiency or overpayment compared to payments which would have been paid under such estimate, and Tenant, within ten (10) days after receipt of such estimate, shall pay any deficiency to Landlord and any overpayment shall be credited against future payments required by Tenant under such estimate; and (ciii) on the first day of the month following the month in which such estimate is furnished to Tenant and monthly thereafter throughout the remainder of the Operating Year, . Tenant shall pay to Landlord the monthly payment shown on such estimate. estimate Landlord may at any time or from time to time furnish to Tenant a revised estimate of Tenant's ’s Share of Increased Operating Costs for such Operating Year, and in such case, . Tenant's ’s monthly payments shall be adjusted and paid or credited, as the case may be, substantially in the same manner as provided in the preceding sentence. After the end of each Operating Year, Landlord shall determine actual Operating Costs for such Operating Year and shall provide to Tenant an "“Operating Costs Statement" ” setting forth the actual Tenant's ’s Share of Increased Operating Costs for such Operating Year. The Operating costs Statement shall be in comparative line item form comparing the current Operating Year to the prior Operating Year and shall be certified by an officer of Landlord’s agent. Within thirty (30) days after delivery of the Operating Costs Statement, Tenant shall pay Landlord any deficiency between the amount shown as Tenant's ’s Share of Increased Operating Costs in the Operating Costs Statement and the total of the estimated payments made by Tenant during the Operating Year. In the event of overpayment, such amount shall be credited against the future payments required on account of Tenant's Share of Increased Operating CostsBasic ante. If the Lease has been terminated the Landlord shall, or if the Term has expiredat its option, Landlord shall refund such amounts to Tenant the amount of any overpaymentor credit Tenant with such amounts against amounts owed by Tenant to Landlord. Each Operating Costs Statement statement provided by Landlord shall be conclusive and binding upon Tenant unless within thirty (30) days after receipt thereof, Tenant notifies Landlord Landlord, in writing, that it disputes the correctness thereofof it, specifying those respects in which it claims the Operating Costs Statement to be incorrect. Unless resolved by the parties, such dispute shall be determined by arbitration in accordance with the then prevailing rules of the American Arbitration Association. If the arbitration proceedings result in a determination that the Operating Costs Statement contained an aggregate discrepancy of less than five percent (5%), Tenant shall bear all costs in connection with such arbitration. Pending determination of the dispute, Tenant shall pay any amounts due from Tenant in accordance with the Operating Costs Statement, but such payment shall be without prejudice to Tenant's claims. Tenant, for a period of thirty (30) days after delivery of the Operating Costs Statement in each Operating Year shall have the right to dispute the Operating Costs Statement and Tenant’s Share of Increased Operating Costs and, upon at least ten (10) days written notice to Landlord, shall have reasonable access during normal business hours to the books and records of Landlord relating to Operating Costs Expenses for the purpose of verifying the Operating Costs Statement, Statement and Tenant’s Share of Increased Operating Costs. Tenant to bear all costs relating to the cost of any such inspection. Unless resolved by the parties, such dispute shall be determined by arbitration in Richmond. Virginia, in accordance with the then prevailing rules of the American Arbitration Association. Unless the arbitration proceedings result in a determination that Tenant’s Share of Increased Operating Costs have been overstated by more that six percent (6%) in Landlord’s favor. Tenant shall reimburse Landlord bear all costs in connection with such arbitration. Pending determination of the dispute. Tenant shall pay any amounts due for any cost for photocopying that it desiresTenant in accordance with the Operating Costs Statement, but such payment shall be without prejudice to Tenant’s claims.

Payment of Operating Cost Escalation. For each Operating Year, commencing January 1, 20141999, Tenant shall pay to Landlord, in the manner provided herein, Tenant's share of increased Operating Costs operating costs which shall be computed by multiplying the Operating Costs for the Operating Year by Tenant's Fractional Share and subtracting the Base Operating Costs from the result obtained ("Tenant's Share of Increased Operating Costs") but in no event less than the Base Operating Costs; provided, however, that for the Operating Years during which the Term begins and ends, Tenant's Share of Increased Operating Costs shall be prorated based upon the actual number of days Tenant occupied, or could have occupied, the Premises premises during each such Operating Year. Base Operating Costs for the purposes of this Lease shall be the Operating Year 2013. Tenant's Share of Increased Operating Costs shall be paid, in advance, without notice, demand, abatement (except as otherwise specifically provided in this Lease), deduction or set‑offset-off, on the first day of each calendar month during the Term, said monthly amounts to be determined on the basis of reasonable estimates prepared by Landlord on an annual basis and delivered to Tenant prior to the commencement of each Operating Year. Landlord shall provide Tenant with reasonably detailed documentation to support Landlord's estimates. If, however, Landlord fails to furnish any such estimate prior to the commencement of an Operating Year, then (a) until the first day of the month following the month in which such estimate is furnished to Tenant, Tenant shall pay to Landlord on the first day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this subsection 7.2 in respect of the last month of the preceding Operating Year; (b) promptly after such estimate is furnished to Tenant, Landlord shall give notice to Tenant whether the installments of Tenant's Share of Increased Operating Costs paid by Tenant for the current Operating Year have resulted in a deficiency or overpayment compared to payments which would have been paid under such estimate, and Tenant, within ten (10) business days after receipt of such estimate, shall pay any deficiency to Landlord and any overpayment shall be credited against future payments required by Tenant under such estimate; and (c) on the first day of the month following the month in which such estimate is furnished to Tenant and monthly thereafter throughout the remainder of the Operating Year, Tenant shall pay to Landlord the monthly payment shown on such estimate. Landlord may at any time or from time to time furnish to Tenant a revised estimate of Tenant's Share of Increased Operating Costs for such Operating YearYear with a written explanation of the reason for such revised estimates, and in such case, Tenant's monthly payments shall be adjusted and paid or credited, as the case may be, substantially in the same manner as provided in the preceding sentence. After the end of each Operating Year, Landlord shall determine actual Operating Costs for such Operating Year and shall provide to Tenant an "Operating Costs Statement" setting forth the actual Tenant's Share of Increased Operating Costs for such Operating Year. Within thirty (30) days after delivery of the Operating Costs Statement, Tenant shall pay Landlord any deficiency between the amount shown as Tenant's Share of Increased Operating Costs in the Operating Costs Statement and the total of the estimated payments made by Tenant during the Operating Year. In the event of overpayment, such amount shall be credited against future payments required on account of Tenant's Share of Increased Operating Costs, or if the Term has expired, Landlord shall refund to Tenant the amount of any overpayment. Each Operating Costs Statement provided by Landlord shall be conclusive and binding upon Tenant unless within thirty (30) days after receipt thereof, Tenant notifies Landlord that it disputes the correctness thereof, specifying those respects in which it claims the Operating Costs Statement to be incorrect. Unless resolved by the parties, such dispute shall be determined by arbitration in accordance with the then prevailing rules of the American Arbitration Association. If the arbitration proceedings result in a determination that the Operating Costs Statement contained an aggregate discrepancy of less than five percent (5%), Tenant shall bear all costs in connection with such arbitration. Pending determination of the dispute, Tenant shall pay any amounts due from Tenant in accordance with the Operating Costs Statement, but such payment shall be without prejudice to Tenant's claims. Tenant, for a period of thirty (30) days after delivery of the Operating Costs Statement in each Operating Year and upon at least ten (10) days written notice to Landlord, shall have reasonable access during normal business hours to the books and records of Landlord relating to Operating Costs for the purpose of verifying the Operating Costs Statement, Tenant to bear all costs relating to such inspection. Tenant shall reimburse Landlord for any cost for photocopying that it desires.

Payment of Operating Cost Escalation. For each Operating Year, ------------------------------------ commencing January 1, 20142001, Tenant shall pay to Landlord, in the manner provided herein, Tenant's share of increased Operating Costs which shall be computed by multiplying the Operating Costs for the Operating Year by Tenant's Fractional Share and subtracting the Base Operating Costs from the result obtained ("Tenant's Share of Increased Operating Costs") but in no event less than the Base Operating Costs; provided, however, that for the Operating Years during which the Term begins and ends, Tenant's Share of Increased Operating Costs shall be prorated based upon the actual number of days Tenant occupied, or could have occupied, the Premises during each such Operating Year. Base Operating Costs for the purposes of this Lease shall be the Operating Year 2013. Tenant's Share of Increased Operating Costs shall be paid, in advance, without notice, demand, abatement (except as otherwise specifically provided in this Lease), deduction or set‑offset-off, on the first day of each calendar month during the Term, said monthly amounts to be determined on the basis of estimates prepared by Landlord on an annual basis and delivered to Tenant prior to the commencement of each Operating Year. If, however, Landlord fails to furnish any such estimate prior to the commencement of an Operating Year, then (a) until the first day of the month following the month in which such estimate is furnished to Tenant, Tenant shall pay to Landlord on the first day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this subsection 7.2 in respect of the last month of the preceding Operating Year; (b) promptly after such estimate is furnished to Tenant, Landlord shall give notice to Tenant whether the installments of Tenant's Share of Increased Operating Costs paid by Tenant for the current Operating Year have resulted in a deficiency or overpayment compared to payments which would have been paid under such estimate, and Tenant, within ten (10) days after receipt of such estimate, shall pay any deficiency to Landlord and any overpayment shall be credited against future payments required by Tenant under such estimate; and (c) on the first day of the month following the month in which such estimate is furnished to Tenant and monthly thereafter throughout the remainder of the Operating Year, Tenant shall pay to Landlord the monthly payment shown on such estimate. Landlord may at any time or from time to time furnish to Tenant a revised estimate of Tenant's Share of Increased Operating Costs for such Operating Year, and in such case, Tenant's monthly payments shall be adjusted and paid or credited, as the case may be, substantially in the same manner as provided in the preceding sentence. After the end of each Operating Year, Landlord shall determine actual Operating Costs for such Operating Year and shall provide to Tenant an "Operating Costs Statement" setting forth the actual Tenant's Share of Increased Operating Costs for such Operating Year. Within thirty (30) days after delivery of the Operating Costs Statement, Tenant shall pay Landlord any deficiency between the amount shown as Tenant's Share of Increased Operating Costs in the Operating Costs Statement and the total of the estimated payments made by Tenant during the Operating Year. In the event of overpayment, such amount shall be credited against future payments required on account of Tenant's Share of Increased Operating Costs, or if the Term has expired, Landlord shall refund to Tenant the amount of any overpayment. Each Operating Costs Statement provided by Landlord shall be conclusive and binding upon Tenant unless within thirty (30) days after receipt thereof, Tenant notifies Landlord that it disputes the correctness thereof, specifying those respects in which it claims the Operating Costs Statement to be incorrect. Unless resolved by the parties, such dispute shall be determined by arbitration in accordance with the then prevailing rules of the American Arbitration Association. If the arbitration proceedings result in a determination that the Operating Costs Statement contained an aggregate discrepancy of less than five percent (5%), Tenant shall bear all costs in connection with such arbitration. Pending determination of the dispute, Tenant shall pay any amounts due from Tenant in accordance with the Operating Costs Statement, but such payment shall be without prejudice to Tenant's claims. Tenant, for a period of thirty (30) days after delivery of the Operating Costs Statement in each Operating Year and upon at least ten (10) days written notice to Landlord, shall have reasonable access during normal business hours to the books and records of Landlord relating to Operating Costs for the purpose of verifying the Operating Costs Statement, Tenant to bear all costs relating to such inspection. Tenant shall reimburse Landlord for any cost for photocopying that it desires.

Payment of Operating Cost Escalation. For each Operating Year, commencing January 1, 2014, Tenant shall pay to Landlord, in the manner provided herein, Tenant's share of increased Operating Costs which shall be computed by multiplying as ------------------------------------ Additional Rent the Operating Costs Cost Escalation, if any, for the Operating Year by Tenant's Fractional Share and subtracting the Base Operating Costs from the result obtained ("Tenant's Share of Increased Operating Costs") but in no event less than the Base Operating Costs; provided, however, that for the Operating Years during which each calendar year or fraction thereof throughout the Term begins and endswithin thirty (30) days of receipt of Landlord's Statement reflecting the amount due. If during the Term, Tenant's Share of Increased Landlord estimates that Tenant will be obligated to pay Operating Costs shall be prorated based upon the actual number of days Tenant occupiedCost Escalation with respect to any calendar year, or could have occupiedfraction thereof, the Premises during each such Operating Year. Base Operating Costs for the purposes of this Lease then Tenant shall be the Operating Year 2013. Tenant's Share of Increased Operating Costs shall be paidpay, in advance, without notice, demand, abatement (except as otherwise specifically provided in this Lease), deduction or set‑offAdditional Rent, on the first day of each month of each such calendar year and each ensuing calendar year thereafter, unless and until Landlord's Statement for an ensuing calendar year reflects that Tenant is not obligated to pay Operating Cost Escalation, monthly payments equal to 1/12th of the annualized Operating Cost Escalation for the ensuing calendar year as such cost is reasonably estimated by Landlord. In the event Landlord, in any calendar year, does not estimate the amount of Tenant's monthly Operating Cost Escalation payments until after one or more installments of such payments are due, Tenant, pending receipt of Landlord's estimates, shall pay to Landlord each month the monthly Operating Cost Escalation payment due during the Termprevious calendar year, said monthly amounts to be determined on and at such time as Tenant is advised in writing of Landlord's estimated Operating Cost Escalation for the basis of estimates prepared by Landlord on an annual basis and delivered to Tenant prior to the commencement of each Operating Year. If, however, Landlord fails to furnish any such estimate prior to the commencement of an Operating Year, then (a) until the first day of the month following the month in which such estimate is furnished to Tenant, current calendar year Tenant shall pay to Landlord on the first day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this subsection 7.2 in respect of the last month of the preceding Operating Year; (b) promptly after such estimate is furnished to TenantLandlord, or Landlord shall give notice credit to Tenant whether the installments of Tenant's Share of Increased Operating Costs paid by Tenant for the current Operating Year have resulted in a deficiency or overpayment compared to payments which would have been paid under such estimate, and Tenant, within ten (10) days after receipt of such estimate, shall pay any deficiency to Landlord and any overpayment shall be credited against future payments required by Tenant under such estimate; and (c) on the first day of the month following the month in which such estimate is furnished to Tenant and monthly thereafter throughout the remainder of the Operating Year, Tenant shall pay to Landlord the monthly payment shown on such estimate. Landlord may at any time or from time to time furnish to Tenant a revised estimate of Tenant's Share of Increased Operating Costs for such Operating Year, and in such case, Tenant's monthly payments shall be adjusted and paid or credited, as the case may be), substantially in a sum equal to the same manner as provided in the preceding sentence. After the end of each Operating Year, Landlord shall determine actual Operating Costs for such Operating Year and shall provide to Tenant an "Operating Costs Statement" setting forth the actual Tenant's Share of Increased Operating Costs for such Operating Year. Within thirty (30) days after delivery of the Operating Costs Statement, Tenant shall pay Landlord any deficiency difference between the amount shown as Tenant's Share of Increased Operating Costs in the Operating Costs Statement and the total of the monthly Operating Cost Escalation payments paid based on the rate for the preceding calendar year and the estimated monthly Operating Cost Escalation payments made by Tenant actually due during the Operating Yearthen current calendar year. In addition, all subsequent payments of monthly Operating Cost Escalation during the event of overpayment, such amount then current calendar year shall be credited against future paid using Landlord's estimate of monthly Operating Cost Escalation payments required on account of Tenantfor the then current calendar year. When Landlord's Share of Increased Statement for each calendar year becomes available the Operating CostsCost Escalation, if any, paid for that calendar year or if the Term has expired, Landlord shall refund to Tenant the amount of any overpayment. Each Operating Costs Statement provided by Landlord fraction thereof shall be conclusive and binding upon Tenant unless adjusted retroactively such that within thirty (30) days after receipt thereofLandlord's Statement is received by Tenant, Tenant notifies will pay to Landlord, or Landlord that it disputes will credit to Tenant, the correctness thereof, specifying those respects in which it claims difference between the Operating Costs Statement Cost Escalation which, according to be incorrectLandlord's Statement, Tenant owed to Landlord for the preceding calendar year or fraction thereof and the monthly Operating Cost Escalation payments made for and during that year or fraction thereof. Unless resolved by Notwithstanding any other provision of this Section 4.2, if the partiesTerm ----------- expires or is terminated as of a date other than the last day of a calendar year, then for such dispute fraction of a calendar year at the end of the Term, Tenant's last payment to Landlord under this Section 4.2 shall be determined by arbitration in accordance with made on the then prevailing rules basis of Landlord's best estimate of the American Arbitration Association. If the arbitration proceedings result items which are includable in a determination that the Operating Costs Landlord's Statement contained an aggregate discrepancy of less than five percent (5%), Tenant shall bear all costs in connection with such arbitration. Pending determination of the dispute, Tenant shall pay any amounts due from Tenant in accordance with the Operating Costs Statement, but such payment and shall be without prejudice to Tenant's claims. Tenant, for a period made on or before the later of thirty (30a) days after delivery of the Operating Costs Statement in each Operating Year and upon at least ten (10) days written notice after Landlord delivers such estimate to Tenant or (b) the last day of the Term, with an appropriate payment or refund to be made upon submission of Landlord, shall have reasonable access during normal business hours to the books and records of Landlord relating to Operating Costs for the purpose of verifying the Operating Costs 's Statement, Tenant to bear all costs relating to such inspection. Tenant shall reimburse Landlord for any cost for photocopying that it desires.

Payment of Operating Cost Escalation. For each Operating Year, Year commencing on or subsequent to January 1, 20142020, Tenant shall pay to Landlord, in the manner provided herein, Tenant's share ’s Share of increased Increased Operating Costs which shall be computed by multiplying the Operating Costs for the Operating Year by Tenant's ’s Fractional Share and subtracting the Base Operating Costs from the result obtained ("Tenant's Share of Increased Operating Costs") but in no event less than the Base Operating Costsobtained; provided, however, that for the Operating Years during which the Term begins and ends, Tenant's ’s Share of Increased Operating Costs shall be prorated based upon the actual number of days Tenant occupied, or could have occupied, the Premises during each such Operating Year. Base Operating Costs for the purposes of this Lease shall be the Operating Year 2013. Tenant's ’s Share of Increased Operating Costs for each applicable Operating Year shall be paidpaid in monthly installments, in advance, without notice, demand, abatement (except as otherwise specifically provided in this Lease), deduction or set‑offset-off, on the first day of each calendar month during the Term, said monthly amounts to be determined on the basis of estimates prepared by Landlord on an annual basis and delivered to Tenant prior to the commencement of each Operating Year. If, however, Landlord fails to furnish any such estimate prior to the commencement of an Operating Year, then (a) until the first day of the month following the month in which such estimate is furnished to Tenant, Tenant shall pay to Landlord on the first day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this subsection Subsection 7.2 in respect of the last month of the preceding Operating Year; (b) promptly after such estimate is furnished to Tenant, Landlord shall give notice to Tenant whether the installments of Tenant's ’s Share of Increased Operating Costs paid by Tenant for the current Operating Year have resulted in a deficiency or overpayment compared to payments which would have been paid under such estimate, and Tenant, within ten (10) days after receipt of such estimate, shall pay any deficiency to Landlord and any overpayment shall be credited against future payments required by Tenant under such estimate; and (c) on the first day of the month following the month in which such estimate is furnished to Tenant and monthly thereafter throughout the remainder of the Operating Year, Tenant shall pay to Landlord the monthly payment shown on such estimate. Landlord may at any time or from time to time furnish to Tenant a revised estimate of Tenant's ’s Share of Increased Operating Costs for such Operating Year, and in such case, Tenant's ’s monthly payments shall be adjusted and paid or credited, as the case may be, substantially in the same manner as provided in the preceding sentence. After the end of each Operating Year, Landlord shall determine actual Operating Costs for such Operating Year and shall provide to Tenant an "Operating Costs Statement" setting forth the actual Tenant's Share of Increased Operating Costs for such Operating Year. Within thirty (30) days after delivery of the Operating Costs Statement, Tenant shall pay Landlord any deficiency between the amount shown as Tenant's Share of Increased Operating Costs in the Operating Costs Statement and the total of the estimated payments made by Tenant during the Operating Year. In the event of overpayment, such amount shall be credited against future payments required on account of Tenant's Share of Increased Operating Costs, or if the Term has expired, Landlord shall refund to Tenant the amount of any overpayment. Each Operating Costs Statement provided by Landlord shall be conclusive and binding upon Tenant unless within thirty (30) days after receipt thereof, Tenant notifies Landlord that it disputes the correctness thereof, specifying those respects in which it claims the Operating Costs Statement to be incorrect. Unless resolved by the parties, such dispute shall be determined by arbitration in accordance with the then prevailing rules of the American Arbitration Association. If the arbitration proceedings result in a determination that the Operating Costs Statement contained an aggregate discrepancy of less than five percent (5%), Tenant shall bear all costs in connection with such arbitration. Pending determination of the dispute, Tenant shall pay any amounts due from Tenant in accordance with the Operating Costs Statement, but such payment shall be without prejudice to Tenant's claims. Tenant, for a period of thirty (30) days after delivery of the Operating Costs Statement in each Operating Year and upon at least ten (10) days written notice to Landlord, shall have reasonable access during normal business hours to the books and records of Landlord relating to Operating Costs for the purpose of verifying the Operating Costs Statement, Tenant to bear all costs relating to such inspection. Tenant shall reimburse Landlord for any cost for photocopying that it desires.

Payment of Operating Cost Escalation. For each Operating Year, commencing Year from ------------------------------------ and after January 1, 20141995, Tenant shall pay to Landlord, in the manner provided herein, Tenant's share Share of increased Increased Operating Costs which shall be computed by multiplying the Operating Costs for the Operating Year by Tenant's Fractional Share and subtracting the Base Operating Costs from the result obtained ("Tenant's Share of Increased Operating Costs") but in no event less than the Base Operating Costsobtained; provided, however, that for the Operating Years during which the Term begins and ends, Tenant's Share of Increased Operating Costs shall be prorated based upon the actual number of days Tenant occupied, or could have occupied, the Premises during each such Operating Year. Notwithstanding the foregoing, Tenant's Share of Increased Operating Costs (excluding taxes, insurance and utilities) for the Operating Year commencing from and after January 1, 1995, shall not exceed six percent (6%) of the Base Operating Costs (excluding taxes, insurance and utilities). For each Operating Year thereafter occurring during each of the second through fifth Rental Years of the Term, Tenant's Share of Increased Operating Costs (excluding taxes, insurance and utilities) shall not exceed one hundred six percent (106%) of Tenant's Share of Increased Operating Costs (excluding taxes, insurance and utilities) for the purposes of this Lease shall be the previous Operating Year. For each Operating Year 2013occurring during each of the sixth through tenth Rental Years of the Term, Tenant's Share of Increased Operating Costs (excluding taxes, insurance and utilities) shall not exceed one hundred eight percent (108%) of Tenant's Share of Increased Operating Costs (excluding taxes, insurance and utilities) for the previous Operating Year. Tenant's Share of Increased Operating Costs shall be paid, in advance, without notice, demand, abatement (except as otherwise specifically provided in this Lease), deduction or set‑offset-off, on the first day of each calendar month during the Term, said monthly amounts to be determined on the basis of estimates prepared by Landlord on an annual basis and delivered to Tenant prior to the commencement of each Operating Year. If, however, Landlord fails to furnish any such estimate prior to the commencement of an Operating Year, then (a) until the first day of the month following the month in which such estimate is furnished to Tenant, Tenant shall pay to Landlord on the first day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this subsection 7.2 in respect of the last month of the preceding Operating Year; (b) promptly after such estimate is furnished to Tenant, Landlord shall give notice to Tenant whether the installments of Tenant's Share of Increased Operating Costs paid by Tenant for the current Operating Year have resulted in a deficiency or overpayment compared to payments which would have been paid under such estimate, and Tenant, within ten (10) days after receipt of such estimate, shall pay any deficiency to Landlord and any overpayment shall be credited against future payments required by Tenant under such estimate; and (c) on the first day of the month following the month in which such estimate is furnished to Tenant and monthly thereafter throughout the remainder of the Operating Year, Tenant shall pay to Landlord the monthly payment shown on such estimate. Landlord may at any time or from time to time furnish to Tenant a revised estimate of Tenant's Share of Increased Operating Costs for such Operating Year, and in such case, Tenant's monthly payments shall be adjusted and paid or credited, as the case may be, substantially in the same manner as provided in the preceding sentence. After the end of each Operating Year, Landlord shall determine actual Operating Costs for such Operating Year and shall provide to Tenant an "Operating Costs Statement" setting forth the actual Tenant's Share of Increased Operating Costs for such Operating Year. Within thirty (30) days after delivery of the Operating Costs Statement, Tenant shall pay Landlord any deficiency between the amount shown as Tenant's Share of Increased Operating Costs in the Operating Costs Statement and the total of the estimated payments made by Tenant during the Operating Year. In the event of overpayment, such amount shall be credited against future payments required on account of Tenant's Share of Increased Operating Costs, or if the Term has expired, Landlord shall refund to Tenant the amount of any overpayment. Each Operating Costs Statement provided by Landlord shall be conclusive and binding upon Tenant unless within thirty (30) days after receipt thereof, Tenant notifies Landlord that it disputes the correctness thereof, specifying those respects in which it claims the Operating Costs Statement to be incorrect. Unless resolved by the parties, such dispute shall be determined by arbitration in accordance with the then prevailing rules of the American Arbitration Association. If the arbitration proceedings result in a determination that the Operating Costs Statement contained an aggregate discrepancy of less than five percent (5%), Tenant shall bear all costs in connection with such arbitration. Pending determination of the dispute, Tenant shall pay any amounts due from Tenant in accordance with the Operating Costs Statement, but such payment shall be without prejudice to Tenant's claims. Tenant, for a period of thirty (30) days after delivery of the Operating Costs Statement in each Operating Year and upon at least ten (10) days written notice to Landlord, shall have reasonable access during normal business hours to the books and records of Landlord relating to Operating Costs for the purpose of verifying the Operating Costs Statement, Tenant to bear all costs relating to such inspection. Tenant shall reimburse Landlord for any cost for photocopying that it desires.

Payment of Operating Cost Escalation. For each Operating Year, commencing January 1, 2014, Tenant shall pay to Landlord, in the manner provided hereinprovided, "Tenant's share Share of increased Increased Operating Costs Costs" which shall be computed by multiplying the Operating Costs costs for the Operating Year by Tenant's Fractional Share the Operating Cost Allocation Factor and subtracting the Base Operating Costs from the result obtained ("Tenant's Share of Increased Operating Costs") but in no event less than the Base Operating Costs; obtained, provided, however, that for the Operating Years during which the Term begins and ends, Tenant's Share of Increased Operating Costs shall be prorated based upon the actual number of days Tenant occupied, or could have occupied, the Premises during each such Operating Year. Base Operating Costs for the purposes of this Lease shall be the Operating Year 2013. Tenant's Share of Increased Operating Costs shall be paid, in advance, without notice, demand, abatement (except as otherwise specifically provided in this Lease)abatement, deduction or set‑offset-off, on the first day of each calendar month during the Term, said the monthly amounts to be determined on the basis of estimates prepared by Landlord on an annual basis and delivered to Tenant prior to the commencement of each Operating Year. If, however, Landlord fails to shall furnish any such estimate prior to the commencement of estimates for an Operating YearYear after its commencement, then the (ai) until the first day of the month following the month in which such estimate is furnished to Tenant, Tenant shall pay to Landlord on the first day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this subsection 7.2 in Section 5.3 with respect of to the last first month of the preceding Operating Year; (bii) promptly after such estimate is furnished to Tenant, Landlord shall give notice to Tenant whether the installments of Tenant's Share of Increased Operating Costs paid by Tenant for the current Operating Year have resulted in a deficiency or overpayment compared to payments which would have been paid under such estimate, and Tenant, within ten (10) days after receipt of such estimate, shall pay any deficiency to Landlord and any overpayment shall be credited against future payments required by Tenant under such estimate; and (ciii) on the first day of the month following the month in which such estimate is furnished to Tenant and monthly thereafter throughout the remainder of the Operating Year, Tenant shall pay to Landlord the monthly payment shown on such estimate. estimate Landlord may at any time or from time to time furnish to Tenant a revised estimate of Tenant's Share of Increased Operating Costs for such Operating Year, and in such case, Tenant's monthly payments shall be adjusted and paid or credited, as the case may be, substantially in the same manner as provided in the preceding sentence. After the end of each Operating Year, Landlord shall determine actual Operating Costs for such Operating Year and shall provide to Tenant an a detailed by category "Operating Costs Statement" setting forth the actual Tenant's Share of Increased Operating Costs for such Operating Year. The Operating costs Statement shall be in comparative line item form comparing the current Operating Year to the prior Operating Year and shall be certified by an officer of Landlord's agent. Within thirty (30) days after delivery of the Operating Costs Statement, Tenant shall pay Landlord any deficiency between the amount shown as Tenant's Share of Increased Operating Costs in the Operating Costs Statement and the total of the estimated payments made by Tenant during the Operating Year. In the event of overpayment, such amount shall be credited against the future payments required on account of Tenant's Share of Increased Operating CostsBasic ante. If the Lease has been terminated the Landlord shall, or if the Term has expiredat its option, Landlord shall refund such amounts to Tenant the amount of any overpaymentor credit Tenant with such amounts against amounts owed by Tenant to Landlord. Each Operating Costs Statement statement provided by Landlord shall be conclusive and binding upon Tenant unless within thirty (30) days after receipt thereof, Tenant notifies Landlord Landlord, in writing, that it disputes the correctness thereofof it, specifying those respects in which it claims the Operating Costs Statement to be incorrect. Tenant or its representatives, for a period of one hundred twenty (120) days after delivery of the Operating Costs Statement in each Operating Year shall have the right to dispute the Operating Costs Statement and Tenant's Share of Increased Operating Costs and, upon at least ten (10) days written notice to Landlord, shall have reasonable access during normal business hours to all the books and records of Landlord relating to Operating Expenses for the purpose of verifying the Operating Costs Statement and Tenant's Share of Increased Operating Costs, Tenant to bear the cost of any such inspection unless such error by Landlord exceeds $2,000.00 in which case the Landlord shall bear all reasonable and customary accounting costs associated with the tenant's review. Unless resolved by the parties, such dispute shall be determined by arbitration in Richmond, Virginia, in accordance with the then prevailing rules of the American Arbitration Association. If Unless the arbitration proceedings result in a determination that the Tenant's Share of Increased Operating Costs Statement contained an aggregate discrepancy of less than five percent have been overstated by more that two thousand dollars (5%)$3,000.00) in Landlord's favor, Tenant shall bear all costs in connection with such arbitration. Pending determination of the dispute, Tenant shall pay any amounts due from for Tenant in accordance with the Operating Costs Statement, but such payment shall be without prejudice to Tenant's claims. Tenant, for a period of thirty (30) days after delivery of the Operating Costs Statement in each Operating Year and upon at least ten (10) days written notice to Landlord, shall have reasonable access during normal business hours to the books and records of Landlord relating to Operating Costs for the purpose of verifying the Operating Costs Statement, Tenant to bear all costs relating to such inspection. Tenant shall reimburse Landlord for any cost for photocopying that it desires.