Common use of Payment of Operating Cost Escalation Clause in Contracts

Payment of Operating Cost Escalation. For each Operating Year commencing on or subsequent to January 1, 2020, 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; 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. Tenant’s Share of Increased Operating Costs for each applicable Operating Year shall be paid in monthly installments, 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.

Payment of Operating Cost Escalation. For each Operating Year commencing on or subsequent to January 1, 2020Year, Tenant shall pay to Landlord, in the manner provided hereinprovided, "Tenant’s 's Share of 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; , 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. Tenant’s 's Share of Increased Operating Costs for each applicable Operating Year shall be paid in monthly installmentspaid, in advance, without notice, demand, abatement (except as otherwise specifically provided in this Lease)abatement, deduction or set-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 '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 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 of Basic ante. If the Lease has been terminated the Landlord shall, at its option, refund such amounts to Tenant or credit Tenant with such amounts against amounts owed by Tenant to Landlord. Each Operating Costs statement provided by Landlord shall be conclusive and binding upon Tenant unless Tenant notifies Landlord, in writing, that it disputes the correctness of 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. Unless the arbitration proceedings result in a determination that Tenant's Share of Increased Operating Costs have been overstated by more that two thousand dollars ($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 for Tenant 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 Year, ------------------------------------ commencing on or subsequent to January 1, 20202001, 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 obtainedobtained ("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 '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. Tenant’s 's Share of Increased Operating Costs for each applicable Operating Year shall be paid in monthly installmentspaid, 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 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.

Payment of Operating Cost Escalation. For each Operating Year Year, commencing on or subsequent to January 1, 20202014, 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 obtainedobtained ("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 '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 paid in monthly installmentspaid, 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 on or subsequent to January 1, 2020, 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; 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. Tenant’s Share of Increased Operating Costs for each applicable Operating Year then Tenant shall be paid in monthly installmentspay, 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 previous calendar year, and at such time as Tenant is advised in writing of Landlord's estimated Operating Cost Escalation for the then current calendar year Tenant shall pay to Landlord, or Landlord shall credit to Tenant (as the case may be), a sum equal to the difference between 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 actually due during the then current calendar year. In addition, all subsequent payments of monthly Operating Cost Escalation during the then current calendar year shall be paid using Landlord's estimate of monthly Operating Cost Escalation payments for the then current calendar year. When Landlord's Statement for each calendar year becomes available the Operating Cost Escalation, if any, paid for that calendar year or fraction thereof shall be adjusted retroactively such that within thirty (30) days after Landlord's Statement is received by Tenant, Tenant will pay to Landlord, or Landlord will credit to Tenant, the difference between the Operating Cost Escalation which, according to Landlord'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. Notwithstanding any other provision of this Section 4.2, if the Term ----------- expires or is terminated as of a date other than the last day of a calendar year, then for such fraction of a calendar year at the end of the Term, said monthly amounts Tenant's last payment to Landlord under this Section 4.2 shall be determined made on the basis of estimates prepared by Landlord Landlord's best estimate of the items which are includable in Landlord's Statement and shall be made on an annual basis and delivered to Tenant prior to or before the commencement later 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 Landlord delivers such estimate, shall pay any deficiency estimate to Landlord and any overpayment shall be credited against future payments required by Tenant under such estimate; and or (cb) on the first last day of the month following the month in which such estimate is furnished Term, with an appropriate payment or refund to Tenant and monthly thereafter throughout the remainder be made upon submission 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 sentenceLandlord's Statement.

Payment of Operating Cost Escalation. For each Operating Year commencing on or subsequent to from ------------------------------------ and after January 1, 20201995, Tenant shall pay to Landlord, in the manner provided herein, Tenant’s 's Share of 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; 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. Notwithstanding the foregoing, Tenant’s 's Share of Increased Operating Costs (excluding taxes, insurance and utilities) for each applicable 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 previous Operating Year. For each Operating Year occurring 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 monthly installmentspaid, 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 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.

Payment of Operating Cost Escalation. For each Operating Year Year, commencing on or subsequent to January 1, 20201999, Tenant shall pay to Landlord, in the manner provided herein, Tenant’s Share 's share of Increased Operating Costs 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 obtainedobtained ("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 '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. Tenant’s 's Share of Increased Operating Costs for each applicable Operating Year shall be paid in monthly installmentspaid, 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 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 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) 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 '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 '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.

Payment of Operating Cost Escalation. For each Operating Year commencing on or subsequent to January 1, 2020, 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; 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. Tenant’s Share of Increased Operating Costs for each applicable Operating Year then Tenant shall be paid in monthly installmentspay, 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 previous calendar year, and at such time as Tenant is advised in writing of Landlord’s estimated Operating Cost Escalation for the then current calendar year Tenant shall pay to Landlord, or Landlord shall credit to Tenant (as the case may be), a sum equal to the difference between 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 actually due during the then current calendar year. In addition, all subsequent payments of monthly Operating Cost Escalation during the then current calendar year shall be paid using Landlord’s estimate of monthly Operating Cost Escalation payments for the then current calendar year. When Landlord’s Statement for each calendar year becomes available the Operating Cost Escalation, if any, paid for that calendar year or fraction thereof shall be adjusted retroactively such that within thirty (30) days after Landlord’s Statement is received by Tenant, Tenant will pay to Landlord, or Landlord will credit to Tenant, the difference between the Operating Cost Escalation which, according to Landlord’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. Notwithstanding any other provision of this Section 4.2, if the Term expires or is terminated as of a date other than the last day of a calendar year, then for such fraction of a calendar year at the end of the Term, said monthly amounts Tenant’s last payment to Landlord under this Section 4.2 shall be determined made on the basis of estimates prepared by Landlord Landlord’s best estimate of the items which are includable in Landlord’s Statement and shall be made on an annual basis and delivered to Tenant prior to or before the commencement later 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 Landlord delivers such estimate, shall pay any deficiency estimate to Landlord and any overpayment shall be credited against future payments required by Tenant under such estimate; and or (cb) on the first last day of the month following the month in which such estimate is furnished Teen, with an appropriate payment or refund to Tenant and monthly thereafter throughout the remainder be made upon submission 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 TenantLandlord’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 sentenceStatement.

Payment of Operating Cost Escalation. For each Operating Year Year, commencing on or subsequent to January 1, 20202000, 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 obtainedobtained ("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 '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. Tenant’s 's Share of Increased Operating Costs for each applicable Operating Year shall be paid in monthly installmentspaid, 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 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 10 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.

Payment of Operating Cost Escalation. For each Operating Year commencing on or subsequent to January 1, 2020Year, Tenant shall pay to Landlord, in the manner provided hereinprovided, “Tenant’s Share of 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; , 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. Tenant’s Share of Increased Operating Costs for each applicable Operating Year shall be paid in monthly installmentspaid, in advance, without notice, demand, abatement (except as otherwise specifically provided in this Lease)abatement, deduction or set-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 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 “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 of Basic ante. If the Lease has been terminated the Landlord shall, at its option, refund such amounts to Tenant or credit Tenant with such amounts against amounts owed by Tenant to Landlord. Each Operating Costs statement provided by Landlord shall be conclusive and binding upon Tenant unless Tenant notifies Landlord, in writing, that it disputes the correctness of it, specifying those respects in which it claims the Operating Costs Statement to be incorrect. 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 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 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 bear all costs in connection with such arbitration. Pending determination of the dispute. Tenant shall pay any amounts due for Tenant in accordance with the Operating Costs Statement, but such payment shall be without prejudice to Tenant’s claims.