Common use of Payment of Operating Expenses and Taxes Clause in Contracts

Payment of Operating Expenses and Taxes. (a) At least thirty (30) days prior to each Expense Year, Landlord shall advise Tenant in writing of Tenant's estimated Proportionate Share of the Operating Expenses for the ensuing Expense Year and of the Taxes for the Tax Year. Commencing on the first day of each month of the Expense Year, Tenant shall pay as Additional Rent one-twelfth (1/12th) of Tenant's estimated Proportionate Share of Operating Expenses and Taxes concurrently with the monthly Fixed Rent payment. As soon as is reasonably possible after the Commencement Date, Landlord shall advise Tenant in writing of Tenant's estimated proportionate share of the Operating Expenses and of the Taxes for the 1997 calendar year. Commencing on the first day of the first month of each month after the Commencement Date during the 1997 calendar year Tenant shall pay as Additional Rent in equal monthly installments during such calendar year Tenant's estimated Proportionate Share of Operating Expenses and Taxes concurrently with the payment of the monthly Fixed Rent Payment. (b) Within ninety (90) days after the close of each Expense Year and the 1997 Calendar Year as applicable, Landlord shall deliver to Tenant an itemized statement ("Landlord's Statement") showing in reasonable detail the (i) actual Operating Expenses and Taxes for the Previous Expense Year or 1997 Calendar Year as applicable, broken down by component expenses; (ii) Tenant's Proportionate Share of such amounts; (iii) the amount paid by Tenant during the Expense Year towards the Operating Expenses and the amount paid by Tenant during the Tax Year towards the Taxes, and (iv) the amount Tenant owes to Landlord for such 18 23 amounts, or the amount of the refund Landlord owes to Tenant. Any amount due from Landlord to Tenant under this Paragraph 14(b) (vi) shall be enclosed with Landlord's Statement. Any such amount due from Tenant to Landlord shall be paid within thirty (30) days after receipt of Landlord's Statement. (c) Landlord's failure to submit a Landlord's Statement to Tenant within eighteen (18) months after the expiration of any Expense Year or Tax Year or 1997 Calendar Year shall be deemed a conclusive waiver of Landlord's right to any Additional Rent relating to such Landlord's Statement for such year unless Landlord gives Tenant written notice within eighteen (18) months after expiration of any Expense Year or Tax Year or 1997 Calendar Year that it is contesting a particular item then there shall not be a waiver as to that item. Landlord's failure to submit a Landlord's Statement shall not deprive Tenant of its right to recover from Landlord if Tenant's estimated payments exceed the amounts actually due from Tenant for Operating Expenses or Taxes. Subject to the preceding sentence, the obligations of Landlord and Tenant with respect to any Additional Rent shall survive the expiration or any sooner termination of the Term. (d) Landlord agrees to maintain complete records of all costs reimbursable by Tenant under the terms of this Lease. All such records shall be maintained in accordance with generally accepted accounting practices and shall be retained for a period of eighteen (18) months following the date on which such costs were charged to Tenant. Tenant shall have the right, through itself or its representatives, to examine, copy and audit such records at all reasonable times at Landlord's office during reasonable business hours. Each Landlord's Statement shall be conclusive and binding upon Tenant unless, within eighteen (18) months after the date of such Landlord's Statement, Tenant shall notify Landlord that it disputes the correctness of Landlord's Statement. Pending the determination of such dispute by agreement or otherwise, Tenant shall pay Additional Rent in accordance with the applicable Landlord's Statement, and such payment shall be without prejudice to the position of Tenant. If the dispute is resolved in Tenant's favor, Landlord shall immediately refund to Tenant any overpayment, together with interest at (i) three percent (3%) over the prime rate quoted by Chase Manhattan Bank, New York, New York or (ii) the highest rate permitted by law, whichever rate is less (the "Interest Rate"), from the date of Tenant's overpayment through the date of the refund. If the dispute is resolved in Landlord's favor, Tenant shall immediately pay to Landlord any underpayment, together with interest at the Interest Rate from the date of Tenant's underpayment through the date of the refund.

Payment of Operating Expenses and Taxes. (a) At Upon the Commencement Date, and then at least thirty (30) days prior to each Expense Yearsubsequent calendar year during the Term, Landlord shall advise Tenant in writing of its reasonable estimate of Tenant's estimated Proportionate ’s Pro Rata Share of the annual Operating Expenses for the ensuing Expense Year each calendar year and of the Taxes for the Tax Yeareach calendar year. Commencing on the Commencement Date and continuing on the first day of each calendar month of thereafter during the Expense YearTerm, Tenant shall pay as Additional Rent Rent, one-twelfth (1/12th) of the estimated (as determined by Landlord) Tenant's estimated Proportionate ’s Pro Rata Share of such Operating Expenses and Taxes Taxes, if any, concurrently with the monthly Fixed Monthly Base Rent payment. As soon as is reasonably possible after the Commencement Date, Landlord shall advise Tenant in writing of Tenant's estimated proportionate share of the Operating Expenses and of the Taxes for the 1997 calendar year. Commencing on the first day of the first month of each month after the Commencement Date during the 1997 calendar year Tenant shall pay as Additional Rent in equal monthly installments during such calendar year Tenant's estimated Proportionate Share of Operating Expenses and Taxes concurrently with the payment of the monthly Fixed Rent Payment. (b) Within ninety (90) days after the close of each Expense Year and the 1997 Calendar Year as applicablecalendar year, Landlord shall deliver to Tenant an itemized statement prepared by Landlord’s property management company or chief operating officer, or by a certified public accountant ("“Landlord's ’s Statement"”) showing in reasonable detail the (iA) actual Operating Expenses and Taxes for the Previous Expense Year or 1997 Calendar Year as applicable, previous year broken down by component expenses; (iiB) Tenant's Proportionate ’s Pro Rata Share of such amounts; (iiiC) the amount paid by Tenant during the Expense Year year towards the Operating Expenses and the amount paid by Tenant during the Tax Year year towards the Taxes, ; and (ivD) the amount Tenant owes to Landlord for such 18 23 amountsLandlord, or the amount of the refund Landlord owes to Tenant on account of any underpayment or overpayment by Tenant. Any amount due from Landlord to Tenant under this Paragraph 14(b) (vi) shall be enclosed with Landlord's Statement. Any such amount due from Tenant to Landlord shall be paid within thirty ten (3010) days after receipt of the most recent Landlord's ’s Statement. Any such refund due from Landlord to Tenant shall he credited against the next due payment of the estimated Tenant’s Pro Rata Share of Operating Expenses and Taxes or, if at the end of the Term, refunded to Tenant. (c) Landlord's ’s failure to submit a Landlord's ’s Statement to Tenant within eighteen ninety (1890) months days after the expiration of any Expense Year or Tax Year or 1997 Calendar Year shall be deemed a conclusive waiver of Landlord's right to any Additional Rent relating to such Landlord's Statement for such calendar year unless Landlord gives Tenant written notice within eighteen (18) months after expiration of any Expense Year or Tax Year or 1997 Calendar Year that it is contesting a particular item then there shall not be a waiver as affect Tenant’s obligations to that item. Landlord's failure to submit a Landlord's Statement shall not deprive Tenant pay Tenant’s Pro Rata Share of its right to recover from Landlord if Tenant's estimated payments exceed the amounts actually due from Tenant for Operating Expenses or and Taxes. Subject to the preceding sentence, the obligations of Landlord and Tenant with respect to any Additional Rent shall survive the expiration or any sooner termination of the Term. (d) If the Landlord’s Premises is less than one hundred percent (100%) occupied during any calendar year or part thereof, Operating Expenses shall include all additional costs and expenses of operation, management, insuring, securing and maintenance of the Property which Landlord agrees to maintain complete records determines that it would have paid or incurred during such calendar year if the Landlord’s Premises had been one hundred percent (100%) occupied. Landlord shall be responsible for any portion of all costs reimbursable the Operating Expenses that exceed the Pro-Rata Shares paid by Tenant under and other tenants of the terms of this Lease. All such records shall be maintained in accordance with generally accepted accounting practices and shall be retained for a period of eighteen Premises. (18e) months following the date on which such costs were charged to Tenant. Tenant shall have also pay (i) before any penalties or fines are assessed lo the right, through itself or its representatives, appropriate governmental authority any use and occupancy tax in connection with the Premises. In the event Landlord is required by law to examine, copy and audit collect such records at all reasonable times at Landlord's office during reasonable business hours. Each Landlord's Statement shall be conclusive and binding upon Tenant unless, within eighteen (18) months after the date of such Landlord's Statement, Tenant shall notify Landlord that it disputes the correctness of Landlord's Statement. Pending the determination of such dispute by agreement or otherwisetax, Tenant shall pay such use and occupancy tax to Landlord as Additional Rent within ten (IO) days of demand and Landlord shall remit any amounts so paid to Landlord to the appropriate governmental authority in accordance a timely fashion, and (ii) Tenant shall also pay to Landlord the applicable state sales tax on all Rent simultaneously with the payment by Tenant of the Rent as otherwise required by applicable Landlord's StatementLegal Requirements (as hereinafter defined). (f) For the purposes hereof, and such payment the following definitions shall be without prejudice to the position of Tenant. If the dispute is resolved in Tenant's favor, Landlord shall immediately refund to Tenant any overpayment, together with interest at apply: (i) three percent (3%) over the prime rate quoted by Chase Manhattan Bank, New York, New York or (ii) the highest rate permitted by law, whichever rate is less (the "Interest Rate"), from the date of Tenant's overpayment through the date of the refund. If the dispute is resolved in Landlord's favor, Tenant “Operating Expenses” shall immediately pay to Landlord any underpayment, together with interest at the Interest Rate from the date of Tenant's underpayment through the date of the refund.mean:

Payment of Operating Expenses and Taxes. (a) At Upon the Commencement Date, and then at least thirty (30) days prior to each Expense Yearsubsequent calendar year during the Term, Landlord shall advise Tenant in writing of its reasonable estimate of Tenant's estimated Proportionate ’s Pro Rata Share of the annual Operating Expenses for the ensuing Expense Year each calendar year and of the Taxes for the Tax Yeareach calendar year. Commencing on the Commencement Date and continuing on the first day of each calendar month of thereafter during the Expense YearTerm, Tenant shall pay as Additional Rent Rent, one-twelfth (1/12th) of the estimated (as determined by Landlord) Tenant's estimated Proportionate ’s Pro Rata Share of such Operating Expenses and Taxes Taxes, if any, concurrently with the monthly Fixed Monthly Base Rent payment. As soon as is reasonably possible after the Commencement Date, Landlord shall advise Tenant in writing of Tenant's estimated proportionate share of the Operating Expenses and of the Taxes for the 1997 calendar year. Commencing on the first day of the first month of each month after the Commencement Date during the 1997 calendar year Tenant shall pay as Additional Rent in equal monthly installments during such calendar year Tenant's estimated Proportionate Share of Operating Expenses and Taxes concurrently with the payment of the monthly Fixed Rent Payment. (b) Within ninety (90) days after the close of each Expense Year and the 1997 Calendar Year as applicablecalendar year, Landlord shall deliver to Tenant an itemized statement prepared by Landlord’s property management company or chief operating officer, or by a certified public accountant ("“Landlord's ’s Statement"”) showing in reasonable detail the (iA) actual Operating Expenses and Taxes for the Previous Expense Year or 1997 Calendar Year as applicable, previous year broken down by component expenses; (iiB) Tenant's Proportionate ’s Pro Rata Share of such amounts; (iiiC) the amount paid by Tenant during the Expense Year year towards the Operating Expenses and the amount paid by Tenant during the Tax Year year towards the Taxes, ; and (ivD) the amount Tenant owes to Landlord for such 18 23 amountsLandlord, or the amount of the refund Landlord owes to Tenant on account of any underpayment or overpayment by Tenant. Any amount due from Landlord to Tenant under this Paragraph 14(b) (vi) shall be enclosed with Landlord's Statement. Any such amount due from Tenant to Landlord shall be paid within thirty ten (3010) days after receipt of the most recent Landlord's ’s Statement. Any such refund due from Landlord to Tenant shall be credited against the next due payment of the estimated Tenant’s Pro Rata Share of Operating Expenses and Taxes or, if at the end of the Term, refunded to Tenant. (c) Landlord's ’s failure to submit a Landlord's ’s Statement to Tenant within eighteen ninety (1890) months days after the expiration of any Expense Year or Tax Year or 1997 Calendar Year shall be deemed a conclusive waiver of Landlord's right to any Additional Rent relating to such Landlord's Statement for such calendar year unless Landlord gives Tenant written notice within eighteen (18) months after expiration of any Expense Year or Tax Year or 1997 Calendar Year that it is contesting a particular item then there shall not be a waiver as affect Tenant’s obligations to that item. Landlord's failure to submit a Landlord's Statement shall not deprive Tenant pay Tenant’s Pro Rata Share of its right to recover from Landlord if Tenant's estimated payments exceed the amounts actually due from Tenant for Operating Expenses or and Taxes. Subject to the preceding sentence, the obligations of Landlord and Tenant with respect to any Additional Rent shall survive the expiration or any sooner termination of the Term. (d) If the Landlord’s Premises is less than one hundred percent (100%) occupied during any calendar year or part thereof, Operating Expenses shall include all additional costs and expenses of operation, management, insuring, securing and maintenance of the Property which Landlord agrees to maintain complete records determines that it would have paid or incurred during such calendar year if the Landlord’s Premises had been one hundred percent (100%) occupied. Landlord shall be responsible for any portion of all costs reimbursable the Operating Expenses that exceed the Pro-Rata Shares paid by Tenant under and other tenants of the terms of this Lease. All such records shall be maintained in accordance with generally accepted accounting practices and shall be retained for a period of eighteen Premises. (18e) months following the date on which such costs were charged to Tenant. Tenant shall have also pay (i) before any penalties or fines are assessed to the right, through itself or its representatives, appropriate governmental authority any use and occupancy tax in connection with the Premises. In the event Landlord is required by law to examine, copy and audit collect such records at all reasonable times at Landlord's office during reasonable business hours. Each Landlord's Statement shall be conclusive and binding upon Tenant unless, within eighteen (18) months after the date of such Landlord's Statement, Tenant shall notify Landlord that it disputes the correctness of Landlord's Statement. Pending the determination of such dispute by agreement or otherwisetax, Tenant shall pay such use and occupancy tax to Landlord as Additional Rent within ten (10) days of demand and Landlord shall remit any amounts so paid to Landlord to the appropriate governmental authority in accordance with the applicable Landlord's Statementa timely fashion, and such payment shall be without prejudice to the position of Tenant. If the dispute is resolved in Tenant's favor, Landlord shall immediately refund to Tenant any overpayment, together with interest at (i) three percent (3%) over the prime rate quoted by Chase Manhattan Bank, New York, New York or (ii) the highest rate permitted by law, whichever rate is less (the "Interest Rate"), from the date of Tenant's overpayment through the date of the refund. If the dispute is resolved in Landlord's favor, Tenant shall immediately also pay to Landlord any underpayment, together the applicable state sales tax on all Rent simultaneously with interest at the Interest Rate from the date of Tenant's underpayment through the date payment by Tenant of the refundRent as otherwise required by applicable Legal Requirements (as hereinafter defined). (f) For the purposes hereof, the following definitions shall apply:

Payment of Operating Expenses and Taxes. (ai) At Upon the Term Commencement Date, and then at least thirty (30) days prior to each Expense Yearsubsequent calendar year during the Term, Landlord shall advise Tenant in writing of its reasonable estimate of Tenant's estimated Proportionate ’s Pro Rata Share of the annual Operating Expenses for the ensuing Expense Year each calendar year and of the Taxes for the Tax Yeareach calendar year. Commencing on the Term Commencement Date and continuing on the first day of each calendar month of thereafter during the Expense YearTerm, Tenant shall pay as Additional Rent Rent, one-twelfth (1/12th) of the estimated Tenant's estimated Proportionate ’s Pro Rata Share of such Operating Expenses and Taxes concurrently with the monthly Fixed Rent Monthly Base Rental payment. As soon as is reasonably possible after the Commencement Date, Landlord shall advise Tenant in writing of Tenant's estimated proportionate share of the Operating Expenses and of the Taxes for the 1997 calendar year. Commencing on the first day of the first month of each month after the Commencement Date during the 1997 calendar year Tenant shall pay as Additional Rent in equal monthly installments during such calendar year Tenant's estimated Proportionate Share of Operating Expenses and Taxes concurrently with the payment of the monthly Fixed Rent Payment. (bii) Within ninety one hundred five (90105) days after the close of each Expense Year and the 1997 Calendar Year as applicablecalendar year, Landlord shall deliver to Tenant an itemized statement prepared by Landlord’s property management company or chief operating officer, or by a certified public accountant ("“Landlord's ’s Statement"”) showing in reasonable detail the (iA) actual Operating Expenses and Taxes for the Previous Expense Year or 1997 Calendar Year as applicable, previous year broken down by component expensesexpenses and, upon the request of Tenant, a copy of the applicable tax xxxx; (iiB) Tenant's Proportionate ’s Pro Rata Share of such amounts; (iiiC) the amount paid by Tenant during the Expense Year year towards the Operating Expenses and the amount paid by Tenant during the Tax Year year towards the Taxes, ; and (ivD) the amount Tenant owes to Landlord for such 18 23 amountsLandlord, or the amount of the refund Landlord owes to Tenant on account of any underpayment or overpayment by Tenant. Any amount due from Landlord to Tenant under this Paragraph 14(b) (vi) shall be enclosed with Landlord's Statement. Any such amount due from Tenant to Landlord shall be paid within thirty twenty (3020) days after receipt of the most recent Landlord's ’s Statement. Any such refund due from Landlord to Tenant shall be credited against the next due payment of the estimated Tenant’s Pro Rata Share of Operating Expenses and Taxes or, if at the end of the Term, refunded to Tenant. (ciii) Landlord's ’s failure to submit a Landlord's ’s Statement to Tenant within eighteen one hundred five (18105) months days after the expiration of any Expense Year or Tax Year or 1997 Calendar Year shall be deemed a conclusive waiver of Landlord's right to any Additional Rent relating to such Landlord's Statement for such calendar year unless Landlord gives Tenant written notice within eighteen (18) months after expiration of any Expense Year or Tax Year or 1997 Calendar Year that it is contesting a particular item then there shall not be a waiver as affect Tenant’s obligations to that item. Landlord's failure to submit a Landlord's Statement shall not deprive Tenant pay Tenant’s Pro Rota Share of its right to recover from Landlord if Tenant's estimated payments exceed the amounts actually due from Tenant for Operating Expenses or and Taxes. Subject to the preceding sentence, the obligations of Landlord and Tenant with respect to any Additional Rent shall survive the expiration or any sooner termination of the Term. (div) Landlord agrees to maintain complete records of If the Building is less than ninety-five percent (95%) occupied during any calendar year or pan thereof, Operating Expenses shall include all costs reimbursable by Tenant under the terms of this Lease. All such records shall be maintained in accordance with generally accepted accounting practices and shall be retained for a period of eighteen (18) months following the date on which such costs were charged to Tenant. Tenant shall have the right, through itself or its representatives, to examine, copy and audit such records at all reasonable times at Landlord's office during reasonable business hours. Each Landlord's Statement shall be conclusive and binding upon Tenant unless, within eighteen (18) months after the date of such Landlord's Statement, Tenant shall notify expenses that Landlord reasonably determines that it disputes would have paid or incurred during such calendar year if the correctness of Landlord's StatementBuilding had been ninety-five percent (95%) occupied. Pending the determination of such dispute by agreement or otherwise, Tenant shall pay Additional Rent in accordance with the applicable Landlord's Statement, and such payment shall be without prejudice to the position of Tenant. If the dispute is resolved in Tenant's favorUpon request, Landlord shall immediately refund to Tenant any overpayment, together with interest at (i) three percent (3%) over the prime rate quoted by Chase Manhattan Bank, New York, New York or (ii) the highest rate permitted by law, whichever rate is less (the "Interest Rate"), from the date provide reasonable details supporting Landlord’s calculation of Tenant's overpayment through the date of the refund. If the dispute is resolved in Landlord's favor, Tenant shall immediately pay to Landlord any underpayment, together with interest at the Interest Rate from the date of Tenant's underpayment through the date of the refundthese expenses.

Payment of Operating Expenses and Taxes. (a) At For each Adjustment Year, Tenant shall pay to Landlord, as Additional Rent, Tenant's Proportionate Share of the actual Operating Expenses and Taxes. Notwithstanding the foregoing, during the applicable Adjustment Year, Tenant shall pay such Proportionate Share based on an estimate of such amount provided by Landlord in accordance with Section 8.3(b). After the close of each Adjustment Year, the parties shall undertake a reconciliation based on the estimated Proportionate Share paid by Tenant during the applicable Adjustment Year and the actual Proportionate Share for such Adjustment Year in accordance with Section 8.3(c). (b) On or prior to the first Adjustment Date for the Subleased Premises and at least thirty forty-five (3045) days prior to each Expense YearAdjustment Date thereafter, Landlord shall advise Tenant in writing of Landlord's good faith, reasonable estimate of Tenant's estimated Proportionate Share of the annual Operating Expenses for the ensuing Expense applicable Adjustment Year and of the Taxes for the Tax applicable Adjustment Year. Commencing on the first day of each month of the Expense Adjustment Year, Tenant shall pay as Additional Rent one-twelfth (1/12th) of Tenant's estimated Proportionate Share of Operating Expenses and Taxes concurrently with the monthly Fixed Rent payment. As soon as is reasonably possible after the Commencement Date, Landlord shall advise Tenant in writing of Tenant's estimated proportionate share of the Operating Expenses and of the Taxes for the 1997 calendar year. Commencing on the first day of the first month of each month after the Commencement Date during the 1997 calendar year Tenant shall pay as Additional Rent in equal monthly installments during such calendar year Tenant's estimated Proportionate Share of Operating Expenses and Taxes concurrently with the payment of the monthly Fixed Rent Payment. (bc) Within ninety (90) days after the close of each Expense Year and the 1997 Calendar Year as applicableAdjustment Year, Landlord shall deliver to Tenant an itemized statement ("Landlord's Statement") Statement showing in reasonable detail the (i) actual Operating Expenses and Taxes for the Previous Expense Year or 1997 Calendar Year as applicable, previous year broken down by component expenses; (ii) Tenant's Proportionate Share of such amountsOperating Expenses and Taxes; (iii) the amount of the estimated Proportionate Share of such Operating Expenses paid by Tenant during the Expense such Adjustment Year towards the Operating Expenses and the amount paid by Tenant during the Tax Year towards the Taxes, ;and (iv) the amount of the estimated Proportionate Share of such Taxes paid by Tenant owes to Landlord for during such 18 23 amounts, or Adjustment Year. If the amount of the estimated Proportionate Share of Operating Expenses and/or Taxes, as applicable, paid by Tenant during the applicable Adjustment Year exceeds the actual Proportionate Share of Operating Expenses and/or Taxes for such Adjustment Year, Landlord shall refund Landlord owes to Tenant. Any such excess amount due from Landlord to Tenant under this Paragraph 14(bwithin ninety (90) (vi) days after the close of such Adjustment Year. Conversely, if the amount of the estimated Proportionate Share of Operating Expenses and/or Taxes, as applicable, paid by Tenant during the applicable Adjustment Year is less than the actual Proportionate Share of Operating Expenses and/or Taxes for such Adjustment Year, Tenant shall be enclosed with Landlord's Statement. Any such amount due from Tenant pay to Landlord shall be the difference between the amount paid by Tenant and the amount actually owed for such Adjustment Year within thirty (30) days after receipt of Landlord's Statement. (cd) Landlord's failure to submit a Landlord's Statement to Tenant within eighteen six (186) months after the expiration of any Expense Year or Tax Year or 1997 Calendar Adjustment Year shall be deemed a conclusive waiver of Landlord's right to any Additional Rent relating to such Landlord's Statement for such year unless Landlord gives Tenant written notice within eighteen (18) months after expiration of any Expense Year or Tax Year or 1997 Calendar Year that it is contesting a particular item then there shall not be a waiver as to that itemAdjustment Year. Landlord's failure to submit a Landlord's Statement shall not deprive Tenant of its right to recover from Landlord if Tenant's estimated payments exceed the amounts actually due from Tenant for Operating Expenses or Taxes. If Landlord has not provided a Landlord's Statement to Tenant within six (6) months after the expiration of any Adjustment Year and Tenant subsequently requests in writing that Landlord provide such Landlord's Statement, Landlord shall provide such Landlord's Statement to Tenant within thirty (30) days after the date on which Landlord receives such request. Subject to the preceding sentence, the obligations of Landlord and Tenant with respect to any Additional Rent shall survive the expiration or any sooner earlier termination of the Term. (de) Landlord agrees to maintain complete records of all costs reimbursable by Tenant under the terms of this Lease, including all Operating Expenses and Taxes. All such records shall be maintained in accordance with generally accepted accounting practices and shall be retained for a period of eighteen three (183) months following years after the date on which such costs were charged to Tenantend of the applicable Adjustment Year. Tenant shall have the right, through itself or its representatives, to examine, copy and audit such records at all reasonable times at Landlord's office during reasonable business hoursBusiness Hours. Each Landlord's Statement shall be conclusive and binding upon Tenant unless, within eighteen six (186) months after the date of such on which Tenant receives a particular Landlord's Statement, Tenant shall notify notifies Landlord that it disputes the correctness of such Landlord's Statement. Pending the determination of such dispute by audit results, agreement or otherwise, Tenant shall pay Additional Rent in accordance with the applicable Landlord's Statement, and such payment shall be without prejudice to the position of Tenant. If the dispute is resolved in Tenant's favoraudit shows that the amount paid by Tenant for Operating Expenses and Taxes for any Adjustment Year exceeds the amount due for such period, then unless Landlord contests the results of the audit as provided below, Landlord shall immediately refund to Tenant any overpaymentthe amount overpaid by Tenant, together with interest at (i) three and if the Operating Expenses and Taxes exceeded by more than five percent (35%) over the prime rate quoted amount actually due, then Landlord shall also pay for Tenant's audit costs. If such audit shows that the amount paid by Chase Manhattan BankTenant for Operating Expenses and Taxes was less than that due, New York, New York or (ii) the highest rate permitted by law, whichever rate is less (the "Interest Rate"), from the date then within 30 days following commencement of Tenant's overpayment through the date of the refund. If the dispute is resolved in Landlord's favoraudit, Tenant shall immediately pay such shortfall to Landlord. If Landlord any underpayment, together with interest at the Interest Rate from the date of contests Tenant's underpayment through audit, then within 30 days following Landlord's contest, Tenant may submit the date matter to binding arbitration conducted by a sole arbitrator under the jurisdiction and the rules of the refundAmerican Arbitration Association in Oakland, California. The arbitrator shall award fees and costs to the prevailing party."

Payment of Operating Expenses and Taxes. (1) For and with respect to each calendar year of the term of this Lease (and any renewals or extensions thereof) there shall accrue, as additional rent, an amount equal to the product obtained by multiplying the Tenant's Fraction by the amount of Operating Expenses and Taxes for such year (appropriately pro-rated for any partial calendar year included within the beginning or end of the term). (2) Landlord shall furnish to Tenant as soon as reasonably possible after the beginning of each calendar year of the term hereof: (a) At least thirty A statement (30the "Expense Statement") days prior to each Expense Yearsetting forth (1) Operating Expenses for the previous calendar year, Landlord shall advise Tenant in writing of and (2) Tenant's estimated Proportionate Share Fraction of the Operating Expenses for the ensuing Expense Year previous calendar year; and (b) A statement of Landlord's good faith estimate of Operating Expenses for the current calendar year, and the amount of Tenant's Fraction thereof (the "Estimated Share"), for the current calendar year. (3) Beginning with the next installment of minimum rent due after delivery of the Taxes foregoing statements to Tenant, Tenant shall pay to Landlord, on account of its share of Operating Expenses : (a) One-twelfth of the Estimated Share multiplied by the number of full or partial calendar months elapsed during the current calendar year up to and including the month payment is made, plus any amounts due from Tenant to Landlord on account of Operating Expenses for prior periods of time, less: (b) The amount, if any, by which the aggregate of payments made by Tenant on account of Operating Expenses for the Tax Year. Commencing on previous calendar year exceed those actually due as specified in the Expense Statement. (4) On the first day of each succeeding month up to the time Tenant shall receive a new Expense Statement and statement of the Expense YearTenant's Estimated Share, Tenant shall pay as Additional Rent to Landlord, on account of its share of Operating Expenses, one-twelfth (1/12th) of Tenant's estimated Proportionate Share of Operating Expenses and Taxes concurrently with the monthly Fixed Rent payment. As soon as is reasonably possible after the Commencement Date, Landlord shall advise Tenant in writing of Tenant's estimated proportionate share of the Operating Expenses and of the Taxes for the 1997 calendar yearthen current Estimated Share. Commencing on the first day of the first month of each month after the Commencement Date during the 1997 calendar year Any payment due from Tenant shall pay as Additional Rent in equal monthly installments during such calendar year Tenant's estimated Proportionate Share of Operating Expenses and Taxes concurrently with the payment of the monthly Fixed Rent Payment. (b) Within ninety (90) days after the close of each Expense Year and the 1997 Calendar Year as applicable, Landlord shall deliver to Tenant an itemized statement ("Landlord's Statement") showing in reasonable detail the (i) actual Operating Expenses and Taxes for the Previous Expense Year or 1997 Calendar Year as applicable, broken down by component expenses; (ii) Tenant's Proportionate Share of such amounts; (iii) the amount paid by Tenant during the Expense Year towards the Operating Expenses and the amount paid by Tenant during the Tax Year towards the Taxes, and (iv) the amount Tenant owes to Landlord for such 18 23 amounts, or the amount of the any refund Landlord owes to Tenant. Any amount due from Landlord to Tenant under this Paragraph 14(b) (vi) Tenant, on account of Operating Expenses not yet determined as of the expiration of the term hereof shall be enclosed with Landlord's Statement. Any such amount due from Tenant to Landlord shall be paid made within thirty twenty (3020) days after receipt submission to Tenant of Landlord's the next Expense Statement. (c) Landlord's failure to submit a Landlord's Statement to Tenant within eighteen (18) months after the expiration of any Expense Year or Tax Year or 1997 Calendar Year shall be deemed a conclusive waiver of Landlord's right to any Additional Rent relating to such Landlord's Statement for such year unless Landlord gives Tenant written notice within eighteen (18) months after expiration of any Expense Year or Tax Year or 1997 Calendar Year that it is contesting a particular item then there shall not be a waiver as to that item. Landlord's failure to submit a Landlord's Statement shall not deprive Tenant of its right to recover from Landlord if Tenant's estimated payments exceed the amounts actually due from Tenant for Operating Expenses or Taxes. Subject to the preceding sentence, the obligations of Landlord and Tenant with respect to any Additional Rent shall survive the expiration or any sooner termination of the Term. (d) Landlord agrees to maintain complete records of all costs reimbursable by Tenant under the terms of this Lease. All such records shall be maintained in accordance with generally accepted accounting practices and shall be retained for a period of eighteen (18) months following the date on which such costs were charged to Tenant. Tenant shall have the right, through itself or its representatives, to examine, copy and audit such records at all reasonable times at Landlord's office during reasonable business hours. Each Landlord's Statement shall be conclusive and binding upon Tenant unless, within eighteen (18) months after the date of such Landlord's Statement, Tenant shall notify Landlord that it disputes the correctness of Landlord's Statement. Pending the determination of such dispute by agreement or otherwise, Tenant shall pay Additional Rent in accordance with the applicable Landlord's Statement, and such payment shall be without prejudice to the position of Tenant. If the dispute is resolved in Tenant's favor, Landlord shall immediately refund to Tenant any overpayment, together with interest at (i) three percent (3%) over the prime rate quoted by Chase Manhattan Bank, New York, New York or (ii) the highest rate permitted by law, whichever rate is less (the "Interest Rate"), from the date of Tenant's overpayment through the date of the refund. If the dispute is resolved in Landlord's favor, Tenant shall immediately pay to Landlord any underpayment, together with interest at the Interest Rate from the date of Tenant's underpayment through the date of the refund.

Payment of Operating Expenses and Taxes. (1) For and with respect to each calendar year of the term of this Lease (and any renewals or extensions thereof) there shall accrue, as additional rent, an amount equal to the product obtained by multiplying the Tenant's Fraction by the amount of Operating Expenses and Taxes for such year (appropriately pro-rated for any partial calendar year included within the beginning or end of the term). (2) Landlord shall furnish to Tenant as soon as reasonably possible after the beginning of each calendar year of the term hereof: (a) At least thirty A statement (30the "EXPENSE STATEMENT") days prior to each Expense Yearsetting forth (1) Operating Expenses for the previous calendar year, Landlord shall advise Tenant in writing of and (2) Tenant's estimated Proportionate Share Fraction of the Operating Expenses for the ensuing Expense Year previous calendar year; and (b) A statement of Landlord's good faith estimate of Operating Expenses for the current calendar year, and the amount of Tenant's Fraction thereof (the "ESTIMATED SHARE"), for the current calendar year. (3) Beginning with the next installment of minimum rent due after delivery of the Taxes foregoing statements to Tenant, Tenant shall pay to Landlord, on account of its share of Operating Expenses: (a) One-twelfth of the Estimated Share multiplied by the number of full or partial calendar months elapsed during the current calendar year up to and including the month payment is made, plus any amounts due from Tenant to Landlord on account of Operating Expenses for prior periods of time, less: (b) The amount, if any, by which the aggregate of payments made by Tenant on account of Operating Expenses for the Tax Year. Commencing on previous calendar year exceed those actually due as specified in the Expense Statement. (4) On the first day of each succeeding month up to the time Tenant shall receive a new Expense Statement and statement of the Expense YearTenant's Estimated Share, Tenant shall pay as Additional Rent to Landlord, on account of its share of Operating Expenses, one-twelfth (1/12th) of Tenant's estimated Proportionate Share of Operating Expenses and Taxes concurrently with the monthly Fixed Rent payment. As soon as is reasonably possible after the Commencement Date, Landlord shall advise Tenant in writing of Tenant's estimated proportionate share of the Operating Expenses and of the Taxes for the 1997 calendar yearthen current Estimated Share. Commencing on the first day of the first month of each month after the Commencement Date during the 1997 calendar year Any payment due from Tenant shall pay as Additional Rent in equal monthly installments during such calendar year Tenant's estimated Proportionate Share of Operating Expenses and Taxes concurrently with the payment of the monthly Fixed Rent Payment. (b) Within ninety (90) days after the close of each Expense Year and the 1997 Calendar Year as applicable, Landlord shall deliver to Tenant an itemized statement ("Landlord's Statement") showing in reasonable detail the (i) actual Operating Expenses and Taxes for the Previous Expense Year or 1997 Calendar Year as applicable, broken down by component expenses; (ii) Tenant's Proportionate Share of such amounts; (iii) the amount paid by Tenant during the Expense Year towards the Operating Expenses and the amount paid by Tenant during the Tax Year towards the Taxes, and (iv) the amount Tenant owes to Landlord for such 18 23 amounts, or the amount of the any refund Landlord owes to Tenant. Any amount due from Landlord to Tenant under this Paragraph 14(b) (vi) Tenant, on account of Operating Expenses not yet determined as of the expiration of the term hereof shall be enclosed with Landlord's Statement. Any such amount due from Tenant to Landlord shall be paid made within thirty twenty (3020) days after receipt submission to Tenant of Landlord's the next Expense Statement. (c) Landlord's failure to submit a Landlord's Statement to Tenant within eighteen (18) months after the expiration of any Expense Year or Tax Year or 1997 Calendar Year shall be deemed a conclusive waiver of Landlord's right to any Additional Rent relating to such Landlord's Statement for such year unless Landlord gives Tenant written notice within eighteen (18) months after expiration of any Expense Year or Tax Year or 1997 Calendar Year that it is contesting a particular item then there shall not be a waiver as to that item. Landlord's failure to submit a Landlord's Statement shall not deprive Tenant of its right to recover from Landlord if Tenant's estimated payments exceed the amounts actually due from Tenant for Operating Expenses or Taxes. Subject to the preceding sentence, the obligations of Landlord and Tenant with respect to any Additional Rent shall survive the expiration or any sooner termination of the Term. (d) Landlord agrees to maintain complete records of all costs reimbursable by Tenant under the terms of this Lease. All such records shall be maintained in accordance with generally accepted accounting practices and shall be retained for a period of eighteen (18) months following the date on which such costs were charged to Tenant. Tenant shall have the right, through itself or its representatives, to examine, copy and audit such records at all reasonable times at Landlord's office during reasonable business hours. Each Landlord's Statement shall be conclusive and binding upon Tenant unless, within eighteen (18) months after the date of such Landlord's Statement, Tenant shall notify Landlord that it disputes the correctness of Landlord's Statement. Pending the determination of such dispute by agreement or otherwise, Tenant shall pay Additional Rent in accordance with the applicable Landlord's Statement, and such payment shall be without prejudice to the position of Tenant. If the dispute is resolved in Tenant's favor, Landlord shall immediately refund to Tenant any overpayment, together with interest at (i) three percent (3%) over the prime rate quoted by Chase Manhattan Bank, New York, New York or (ii) the highest rate permitted by law, whichever rate is less (the "Interest Rate"), from the date of Tenant's overpayment through the date of the refund. If the dispute is resolved in Landlord's favor, Tenant shall immediately pay to Landlord any underpayment, together with interest at the Interest Rate from the date of Tenant's underpayment through the date of the refund.

Payment of Operating Expenses and Taxes. (1) For and with respect to each calendar year of the term of this Lease (and any renewals or extensions thereof) there shall accrue, as additional rent, an amount equal to the product obtained by multiplying the Tenant's Fraction by the amount of Operating Expenses and Taxes for such year (appropriately pro-rated for any partial calendar year included within the beginning or end of the term). (2) Landlord shall furnish to Tenant as soon as reasonably possible after the beginning of each calendar year of the term hereof: (a) At least thirty A statement (30the "EXPENSE STATEMENT") days prior to each Expense Yearsetting forth (1) Operating Expenses for the previous calendar year, Landlord shall advise Tenant in writing of and (2) Tenant's estimated Proportionate Share Fraction of the Operating Expenses for the ensuing Expense Year previous calendar year; and (b) A statement of Landlord's good faith estimate of Operating Expenses for the current calendar year, and the amount of Tenant's Fraction thereof (the "ESTIMATED SHARE"), for the current calendar year (which is estimated to be $1.25/sq. ft. for the 1997 calendar year). (3) Beginning with the next installment of minimum rent due after delivery of the Taxes foregoing statements to Tenant, Tenant shall pay to Landlord, on account of its share of Operating Expenses : (a) One-twelfth of the Estimated Share multiplied by the number of full or partial calendar months elapsed during the current calendar year up to and including the month payment is made, plus any amounts due from Tenant to Landlord on account of Operating Expenses for prior periods of time, less: (b) The amount, if any, by which the aggregate of payments made by Tenant on account of Operating Expenses for the Tax Year. Commencing on previous calendar year exceed those actually due as specified in the Expense Statement. (4) On the first day of each succeeding month up to the time Tenant shall receive a new Expense Statement and statement of the Expense YearTenant's Estimated Share, Tenant shall pay as Additional Rent to Landlord, on account of its share of Operating Expenses, one-twelfth (1/12th) of Tenant's estimated Proportionate Share of Operating Expenses and Taxes concurrently with the monthly Fixed Rent payment. As soon as is reasonably possible after the Commencement Date, Landlord shall advise Tenant in writing of Tenant's estimated proportionate share of the Operating Expenses and of the Taxes for the 1997 calendar yearthen current Estimated Share. Commencing on the first day of the first month of each month after the Commencement Date during the 1997 calendar year Any payment due from Tenant shall pay as Additional Rent in equal monthly installments during such calendar year Tenant's estimated Proportionate Share of Operating Expenses and Taxes concurrently with the payment of the monthly Fixed Rent Payment. (b) Within ninety (90) days after the close of each Expense Year and the 1997 Calendar Year as applicable, Landlord shall deliver to Tenant an itemized statement ("Landlord's Statement") showing in reasonable detail the (i) actual Operating Expenses and Taxes for the Previous Expense Year or 1997 Calendar Year as applicable, broken down by component expenses; (ii) Tenant's Proportionate Share of such amounts; (iii) the amount paid by Tenant during the Expense Year towards the Operating Expenses and the amount paid by Tenant during the Tax Year towards the Taxes, and (iv) the amount Tenant owes to Landlord for such 18 23 amounts, or the amount of the any refund Landlord owes to Tenant. Any amount due from Landlord to Tenant under this Paragraph 14(b) (vi) Tenant, on account of Operating Expenses not yet determined as of the expiration of the term hereof shall be enclosed with Landlord's Statement. Any such amount due from Tenant to Landlord shall be paid made within thirty twenty (3020) days after receipt submission to Tenant of Landlord's the next Expense Statement. (c5) Landlord's failure to submit a Landlord's Statement to Tenant within eighteen (18) months after the expiration of any Expense Year or Tax Year or 1997 Calendar Year shall be deemed a conclusive waiver of Landlord's right to any Additional Rent relating to such Landlord's Statement for such year unless Landlord gives Tenant written notice within eighteen (18) months after expiration of any Expense Year or Tax Year or 1997 Calendar Year that it is contesting a particular item then there shall not be a waiver as to that item. Landlord's failure to submit a Landlord's Statement shall not deprive Tenant of its right to recover from Landlord if Tenant's estimated payments exceed the amounts actually due from Tenant for Operating Expenses or Taxes. Subject to the preceding sentence, the obligations of Landlord and Tenant with respect to any Additional Rent shall survive the expiration or any sooner termination of the Term. (d) Landlord agrees to maintain complete records of all costs reimbursable by Tenant under the terms of this Lease. All such records shall be maintained in accordance with generally accepted accounting practices and shall be retained for a period of eighteen (18) months following the date on which such costs were charged to Tenant. Tenant shall have the right, through itself or its representatives, right to examine, copy and audit such records at all reasonable times at Landlord's office during reasonable business hours. Each Landlord's Statement shall be conclusive and binding upon Tenant unless, within eighteen (18) months after the date of such Landlord's Statement, Tenant shall notify Landlord that it disputes the correctness of Landlord's Statement. Pending the determination of such dispute by agreement or otherwise, Tenant shall pay Additional Rent in accordance with the applicable Landlord's Statement, and such payment shall be without prejudice to the position of Tenant. If the dispute is resolved request additional information which in Tenant's favor, opinion is needed from Landlord shall immediately refund which will verify the validity and accuracy of the Expense Statement calculations. Such request must be delivered to Tenant any overpayment, together with interest at Landlord in writing within six (i6) three percent (3%) over the prime rate quoted by Chase Manhattan Bank, New York, New York or (ii) the highest rate permitted by law, whichever rate is less (the "Interest Rate"), from the date months of Tenant's overpayment through the date receipt of the refund. If the dispute is resolved in Landlord's favor, Tenant shall immediately pay to Landlord any underpayment, together with interest at the Interest Rate from the date of Tenant's underpayment through the date of the refundExpense Statement.