Common use of Tenant’s Proportionate Share Clause in Contracts

Tenant’s Proportionate Share. The amount by which the Operating Expenses for each Lease Year exceed the Base Year Operating Expenses shall be referred to herein as the “Operating Expense Escalation.” Beginning on the Rent Commencement Date, Tenant shall be responsible for Tenant’s Proportionate Share of the Operating Expense Escalation for each Lease Year following the Base Year, or pro rata portion thereof, during the Term as hereinafter provided: (a) As soon as is practicable during each calendar year during the Term following the Base Year, Landlord shall send to Tenant a statement (“Landlord’s Estimate”) of projected Operating Expenses for the following applicable Lease Year. Landlord shall indicate, as part of Landlord’s Estimate, what Tenant’s Proportionate Share of the Operating Expense Escalation shall be, said amount to be paid in equal monthly installments (rounded up to the nearest whole dollar) in advance by Tenant as Additional Rent commencing on January 1 of each applicable Lease Year after the Base Year, as shall be reflected in Landlord’s Estimate. (b) If, during the course of any Lease Year, Landlord shall have reason to believe that the Operating Expenses shall be higher than Landlord’s Estimate, then Landlord shall have the right, but not the obligation, to adjust Landlord’s Estimate by a lump sum invoice for the months of the Lease Year which precede the revised projections, and in addition, to advise Tenant of any adjustment in future monthly amounts with the end result that Operating Expenses shall be on a reasonably current basis each Lease Year, but any adjustment pursuant to this Section shall be made no more than two (2) times in any Lease Year. (c) As soon as is practicable following the end of the Base Year, and each calendar year thereafter, Landlord shall send to Tenant a statement of actual expenses incurred for the prior Lease Year showing the pro rata share of the Operating Expense Escalation due from Tenant based on Tenant’s Proportionate Share. For each Lease Year, in the event that the amount prepaid by Tenant for the Operating Expense Escalation exceeds the amount that was actually due based upon actual year end Operating Expenses, then Landlord shall issue a credit to Tenant in an amount equal to the overcharge, which credit Tenant may apply to future rental payments until Tenant has been fully credited with the overcharge. If the credit due to Tenant is more than the aggregate total of future rental payments, Landlord shall pay to Tenant the difference between the credit and such aggregate total, or, if the amount becomes payable after the Termination Date, to pay any amount due to Tenant. In the event Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the additional amount due which amount shall constitute Additional Rent and shall be paid in full by Tenant within thirty (30) days of receipt of such invoice. The provisions of this Section shall survive the Termination Date for a period of two (2) years. (d) Tenant or its representatives shall have the right, upon reasonable notice, to examine the books and records of the Property with respect to the items in the foregoing statement of Operating Expenses during normal business hours at any time within six (6) months following the delivery by Landlord to Tenant of the statement delivered by Landlord under subparagraph (c) above, and to file any written exception to any item of expense, however, nothing herein shall be deemed to afford Tenant any right to withhold any payment due from Tenant to Landlord as invoiced by Landlord. Unless Tenant shall give Landlord a notice objecting to a statement of Operating Expenses and specifying in detail these items in such statement which Tenant claims to be incorrect within twelve (12) months following its receipt of such statement of Operating Expenses, such statement shall be deemed final and accepted by Tenant. (e) Should this Lease commence or terminate at any time other than the first day of a calendar year, any payment due to Landlord or to Tenant by reason of any increase or decrease in Operating Expenses shall be prorated and Tenant shall pay any amount due to Landlord within thirty (30) days after being billed therefor.

Tenant’s Proportionate Share. The amount Tenant acknowledges that the Premises is located on real property as described by the Broward County, Florida Property Appraiser as having Property ID# Number which such number is set forth in SECTION 5 of the Operating Expenses for each Lease Year exceed the Base Year Operating Expenses shall be referred to herein as ADDENDUM hereto (the “Operating Expense Escalation.” Beginning Property”). The Premises hereunder represents a percentage (the "Proportionate Share") of the building (the “Building”) located on the Rent Commencement DateProperty as set forth in SECTION 5, Tenant shall be responsible for below. Accordingly, Tenant’s Proportionate Share of the Operating Expense Escalation for each Lease Year following costs attributable to operate the Base YearBuilding and/or Property is to be paid by the Tenant to the Landlord as Additional Rent. Such costs include: Real Estate Taxes, Insurance Coverage Premiums and Shared Expenses (as set forth in the sub-paragraphs below). It is specifically noted that any costs attributable to the maintenance, repair or pro rata portion thereofreplacement of the roof and/or the exterior of the Building in which the Premises is located is to be maintained by the Landlord and will not be included within the Tenant’s obligation to pay Additional Rent. Regarding Real Estate Taxes and Insurance Premiums attributable to the Building and/or the Property which are paid by Landlord on an annual basis, during the Term as hereinafter provided: Tenant agrees to pay one-twelfth (a) As soon as is practicable during each calendar year during the Term following the Base Year, Landlord shall send to Tenant a statement (“Landlord’s Estimate”1/12) of projected Operating Expenses for the following applicable Lease Year. Landlord shall indicate, as part of Landlord’s Estimate, what Tenant’s Proportionate Share of the Operating Expense Escalation shall beestimated Real Estate Taxes and Insurance Premiums with each monthly payment of Base Rent. The most recent Real Estate Tax xxxx will be used as a basis to calculate the estimated Real Estate Taxes for the forthcoming year. In the event that the Real Estate Taxes increase, said amount then within ninety (90) days after the latest Real Estate Tax xxxx is received by Landlord, the Landlord will notify the Tenant thereof whereupon the parties will reconcile and adjust in one lump sum (if required) at time of the next monthly payment of Rent whereby the Tenant will be required to be paid in equal monthly installments (rounded up make any additional payment to the nearest whole dollar) in advance by Tenant as Additional Rent commencing on January 1 of each applicable Lease Year after Landlord (if the Base Yearactual Real Estate Taxes have increased over the prior year), as shall be reflected in Landlord’s Estimate. or, the Landlord will make any reimbursement due to any overpayment (b) If, during if the course of any Lease Year, Landlord shall actual Real Estate Taxes have reason to believe that been reduced since the Operating Expenses shall be higher than Landlord’s Estimate, then Landlord shall have the right, but not the obligation, to adjust Landlord’s Estimate by a lump sum invoice prior year). The actual Insurance Premium billing for the months next ensuing year will be used and adjusted each time the Landlord receives an annual premium notice. The Landlord will support any change Real Estate Taxes or Insurance Premium by providing copies of such billing to the Tenant with a calculation of the Lease Year which precede the revised projections, and in addition, to advise Tenant of any adjustment in future monthly amounts with the end result that Operating Expenses shall be on a reasonably current basis each Lease Year, but any adjustment pursuant to this Section shall be made no more than two (2) times in any Lease Year. (c) As soon as is practicable following the end of the Base Year, and each calendar year thereafter, Landlord shall send to Tenant a statement of actual expenses incurred for the prior Lease Year showing the pro rata share of the Operating Expense Escalation due from Tenant based on Tenant’s Proportionate Share. For each Lease Year, in the event that the amount prepaid by Tenant for the Operating Expense Escalation exceeds the amount that was actually due based upon actual year end Operating Expenses, then Landlord shall issue a credit to Tenant in an amount equal to the overcharge, which credit Tenant may apply to future rental payments until Tenant has been fully credited with the overcharge. If the credit due to Tenant is more than the aggregate total of future rental payments, Landlord shall pay to Tenant the difference between the credit and such aggregate total, or, if the amount becomes payable after the Termination Date, to pay any amount due to Tenant. In the event Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the additional amount due which amount shall constitute Additional Rent and shall be paid in full by Tenant within thirty (30) days of receipt of such invoice. The provisions of this Section shall survive the Termination Date for a period of two (2) years. (d) Tenant or its representatives shall have the right, upon reasonable notice, to examine the books and records of the Property with respect to the items in the foregoing statement of Operating Expenses during normal business hours at any time within six (6) months following the delivery by Landlord to Tenant of the statement delivered by Landlord under subparagraph (c) above, and to file any written exception to any item of expense, however, nothing herein shall be deemed to afford Tenant any right to withhold any payment due from Tenant to Landlord as invoiced by Landlord. Unless Tenant shall give Landlord a notice objecting to a statement of Operating Expenses and specifying in detail these items in such statement which Tenant claims to be incorrect within twelve (12) months following its receipt of such statement of Operating Expenses, such statement shall be deemed final and accepted by Tenant. (e) Should this Lease commence or terminate at any time other than the first day of a calendar year, any payment due to Landlord or to Tenant by reason of any increase or decrease in Operating Expenses shall be prorated and Tenant shall pay any amount due to Landlord within thirty (30) days after being billed therefor.

Tenant’s Proportionate Share. The amount by which Tenant shall pay to Landlord Tenant's Proportionate Share of the Operating Costs, Real Estate Charges and Insurance Expenses for (collectively, the "Shared Expenses") as set forth above. Further, Tenant shall during each Lease Year exceed calendar year pay to Landlord an estimate of Tenant's Proportionate Share of the Base Year Operating Shared Expenses shall be referred to herein as the “Operating Expense Escalation.” hereinafter set forth. Beginning on the Rent Commencement Date, Tenant shall be responsible for pay to Landlord each month on the first day of the month an amount equal to one-twelfth (1/12) of Tenant’s 's Proportionate Share of the Operating Expense Escalation Shared Expenses for each Lease Year following the Base Yearcalendar year in question as reasonably estimated by Landlord, or pro rata portion thereof, during with an adjustment to be made between the Term parties at a later date as hereinafter provided: (a) As soon as . If the Commencement Date is practicable during each not the first day of a calendar year during the Term following the Base Yearmonth, Landlord Tenant shall send to Tenant pay a statement (“Landlord’s Estimate”) prorated portion of projected Operating Expenses for the following applicable Lease Year. Landlord shall indicate, as part of Landlord’s Estimate, what Tenant’s 's Proportionate Share of the Operating Expense Escalation shall be, said amount to be paid in equal monthly installments (rounded up to Shared Expenses for such partial month on the nearest whole dollar) in advance by Tenant as Additional Rent commencing on January 1 of each applicable Lease Year after the Base Year, as shall be reflected in Landlord’s Estimate. (b) If, during the course of any Lease YearCommencement Date. Furthermore, Landlord shall have reason may from time to believe that the Operating Expenses shall be higher than Landlord’s Estimate, then Landlord shall have the right, time (but not the obligation, to adjust Landlord’s Estimate by more often than twice annually) furnish Tenant with notice of a lump sum invoice for the months re-estimation of the Lease Year which precede amount of Tenant's Proportionate Share and Tenant shall commence paying its re-estimated Tenant's Proportionate Share on the revised projections, and in addition, to advise Tenant first day of any adjustment in future monthly amounts with the end result that Operating Expenses shall be on a reasonably current basis each Lease Year, but any adjustment pursuant to this Section shall be made no more than two (2) times in any Lease Year. (c) month following receipt of said notice. As soon as is practicable following the end of the Base Year, and each any calendar year thereafteryear, Landlord shall send submit to Tenant a statement setting forth the exact amount of actual expenses incurred Tenant's Proportionate Share of the Shared Expenses for the prior Lease Year showing calendar year just completed and the pro rata share difference, if any, between Tenant's Proportionate Share of the Operating Expense Escalation due from Tenant based on actual Shared Expenses for the calendar year just completed and the estimated amount of Tenant’s 's Proportionate ShareShare of the Shared Expenses which were paid for such year. For each Lease Year, in the event that Such statement shall also set forth the amount prepaid by Tenant of the estimated Shared Expenses reimbursement for the Operating Expense Escalation exceeds the amount that was actually due based upon actual new calendar year end Operating Expenses, then Landlord shall issue a credit to Tenant computed in an amount equal to the overcharge, which credit Tenant may apply to future rental payments until Tenant has been fully credited accordance with the overchargeforegoing provisions. If To the credit due to Tenant extent that Tenant's Proportionate Share of the actual Shared Expenses for the period covered by such statement is more higher than the aggregate total estimated payments which Tenant previously paid during the calendar year just completed, Tenant shall pay to Landlord the difference within thirty (30) days following receipt of future rental paymentssaid statement from Landlord. To the extent that Tenant's Proportionate Share of the actual Shared Expenses for the period covered by the applicable statement is less than the estimated payments which Tenant previously paid during the calendar year just completed, Landlord shall pay at its option either refund said amount to Tenant the difference between the credit and such aggregate total, or, if the amount becomes payable after the Termination Date, to pay any amount due to Tenant. In the event Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the additional amount due which amount shall constitute Additional Rent and shall be paid in full by Tenant within thirty (30) days or credit the difference against Tenant's next payment of receipt of such invoiceShared Expenses. The provisions of this Section shall survive the Termination Date for a period of two (2) years. (d) Tenant or its representatives shall have the rightIn addition, upon reasonable notice, to examine the books and records of the Property with respect to the items in monthly reimbursement, until Tenant receives such statement, Tenant's monthly reimbursement for the foregoing statement new calendar year shall continue to be paid at the then current rate, but Tenant shall commence payment to Landlord of Operating Expenses during normal business hours at any time within six (6) months following the delivery by Landlord to Tenant monthly installments of reimbursement on the basis of the statement delivered by Landlord under subparagraph (c) above, and to file any written exception to any item of expense, however, nothing herein shall be deemed to afford Tenant any right to withhold any payment due from Tenant to Landlord as invoiced by Landlord. Unless Tenant shall give Landlord a notice objecting to a statement of Operating Expenses and specifying in detail these items in such statement which Tenant claims to be incorrect within twelve (12) months following its receipt of such statement of Operating Expenses, such statement shall be deemed final and accepted by Tenant. (e) Should this Lease commence or terminate at any time other than beginning on the first day of a calendar year, any payment due to Landlord or to Tenant by reason of any increase or decrease in Operating Expenses shall be prorated and Tenant shall pay any amount due to Landlord within the month not less than thirty (30) days after being billed thereforfollowing the month in which Tenant receives such statement.

Tenant’s Proportionate Share. The amount For each Lease Year throughout the Term, to the extent Operating Expenses (as defined in 6.2) are allocable to the Building ("Building Operating Expenses"), Tenant covenants and agrees to pay as Additional Rent to Landlord Tenant's Building Share of the amount, if any, by which the total of Building Operating Expenses, as defined in Section 6.2 hereof, for said Lease Year or portion thereof exceeds the amount of Building Operating Expenses incurred during the Base Year. To the extent that Operating Expenses are allocable to other buildings in the project (including buildings that are built in the Project in the future) in addition to the Building ("Project Operating Expenses") Tenant covenants and agrees to pay as Additional Rent to Landlord Tenant's Project Share of the amount, if any, by which the total of Project Operating Expenses for each said Lease Year exceed or portion thereof exceeds the Base Year amount of such Project Operating Expenses shall be referred to herein as the “Operating Expense Escalation.” Beginning on the Rent Commencement Date, Tenant shall be responsible for Tenant’s Proportionate Share of the Operating Expense Escalation for each Lease Year following incurred during the Base Year, or pro rata portion thereof, during the Term as hereinafter provided: (a) As soon as . It is practicable during each calendar year during the Term following the Base Year, understood and agreed that Landlord shall send make the above stated determination for allocation and Landlord agrees to Tenant a statement (“Landlord’s Estimate”) of projected be reasonable in its determination. For all such purposes, such Operating Expenses for the following applicable Lease Year. Landlord shall indicate, as part of Landlord’s Estimate, what Tenant’s Proportionate Share of Base Year and the Operating Expense Escalation shall be, said amount to be paid year in equal monthly installments (rounded up to the nearest whole dollar) in advance by Tenant as Additional Rent commencing on January 1 of each applicable Lease Year after the Base Year, as question shall be reflected in Landlord’s Estimate. (b) Ifadjusted to reflect 95% occupancy. For the purposes of defining Project Operating Expenses, during the course of any Lease Year, Landlord shall have reason to believe that the Project Operating Expenses shall be higher than Landlord’s Estimate, then Landlord shall have the right, but not the obligation, to adjust Landlord’s Estimate by a lump sum invoice for the months mean all of the Lease Year which precede the revised projections, and in addition, to advise Tenant of any adjustment in future monthly amounts with the end result that those Operating Expenses shall be on defined in Section 6.2 below that are not allocated to a reasonably current basis each Lease Year, but any adjustment pursuant to this Section shall be made no more than two (2) times specific single building in any Lease Year. (c) As soon as is practicable following the end of the Base Year, and each calendar year thereafter, Landlord shall send to Tenant a statement of actual expenses incurred for the prior Lease Year showing the pro rata share of the Operating Expense Escalation due from Tenant based on Tenant’s Proportionate ShareProject. For each Lease YearYear throughout the term, to the extent that Taxes (as defined in 6.3) are allocable to the event that Building ("Building Real Estate Taxes"), Tenant covenants and agrees to pay as Additional Rent to Landlord Tenant's Building Share of the amount prepaid amount, if any, by Tenant which the total of Building Real Estate Taxes for the Operating Expense Escalation said Lease Year or portion thereof exceeds the amount of such Building Real Estate Taxes incurred during the Base Year. To the extent that was actually due based upon actual year end Operating Expenses, then Landlord shall issue a credit to Tenant Taxes (as defined in an amount equal 6.3) are allocable to the overchargeProject ("Project Real Estate Taxes"), Tenant covenants and agrees to pay as Additional Rent to Landlord Tenant's Project Share of the amount, if any, by which credit Tenant may apply to future rental payments until Tenant has been fully credited with the overcharge. If the credit due to Tenant is more than the aggregate total of future rental payments, Landlord shall pay to Tenant the difference between the credit and such aggregate total, or, if Project Real Estate Taxes for said Lease Year exceeds the amount becomes payable after of such Project Real Estate Taxes incurred during the Termination DateBase Year. For the purpose of this calculation, to pay any amount due to Tenant. In Taxes assessed for the event Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the additional amount due which amount shall constitute Additional Rent and improvement component of each office building shall be paid in full by Tenant within thirty (30) days of receipt of such invoice. The provisions of this Section shall survive a Building Operating Expense for that specific building, while Taxes assessed for all land and the Termination Date for a period of two (2) years. (d) Tenant or its representatives shall have the right, upon reasonable notice, to examine the books and records of the Property with respect to the items in the foregoing statement of Operating Expenses during normal business hours at any time within six (6) months following the delivery by Landlord to Tenant of the statement delivered by Landlord under subparagraph (c) above, and to file any written exception to any item of expense, however, nothing herein entire parking garage assessment shall be deemed to afford Tenant any right to withhold any payment due from Tenant to Landlord as invoiced by Landlord. Unless Tenant shall give Landlord a notice objecting to a statement of Project Operating Expenses and specifying in detail these items in such statement which Tenant claims to be incorrect within twelve (12) months following its receipt of such statement of Operating Expenses, such statement shall be deemed final and accepted by TenantExpense. (e) Should this Lease commence or terminate at any time other than the first day of a calendar year, any payment due to Landlord or to Tenant by reason of any increase or decrease in Operating Expenses shall be prorated and Tenant shall pay any amount due to Landlord within thirty (30) days after being billed therefor.

Tenant’s Proportionate Share. The amount by which (a) Tenant shall pay to the Operating Expenses Landlord, as Additional Rent, Tenant's proportional Rent, Tenant's proportionate share of Common Area Maintenance Costs in the manner set forth in Section 8.03(b) and (c) below. Tenant's proportionate share of Common Area Maintenance Costs for each Lease Year exceed the Base Year Operating Expenses year shall be referred to herein as the “Operating Expense Escalation.” Beginning on the Rent Commencement Date, Tenant shall be responsible for Tenant’s Proportionate Share of the Operating Expense Escalation for each Lease Year following the Base Year, or pro rata portion thereof, during the Term as hereinafter provided: (a) As soon as is practicable during each calendar year during the Term following the Base Year, Landlord shall send to Tenant a statement (“Landlord’s Estimate”) of projected Operating Expenses for the following applicable Lease Year. Landlord shall indicate, as part of Landlord’s Estimate, what Tenant’s Proportionate Share of the Operating Expense Escalation shall be, said an amount to be paid in equal monthly installments (rounded up to the nearest whole dollar) in advance Common Area Maintenance Costs incurred by Tenant as Additional Rent commencing on January 1 of each applicable Lease Year after Landlord during that period multiplied by the Base Year, as shall be reflected in Landlord’s EstimateGLA Fraction. (b) If, during Tenant shall pay Landlord on the course Rent Commencement Date and on the first day of each calendar month of the Main Term thereafter amounts estimated by Landlord to be Tenant's monthly proportionate share of the Common Area Maintenance Costs. Landlord may adjust either or both of said amounts at the end of any Lease Yearcalendar month on the basis of Landlord's experience and reasonably anticipated costs; provided, Landlord shall have reason to believe however, that the Operating Expenses there shall be higher than Landlord’s Estimate, then Landlord shall have the right, but not the obligation, to adjust Landlord’s Estimate by a lump sum invoice for the months of the Lease Year which precede the revised projections, and in addition, to advise Tenant of any adjustment in future monthly amounts with the end result that Operating Expenses shall be on a reasonably current basis each Lease Year, but any adjustment pursuant to this Section shall be made no more than two four (24) times such adjustments in any Lease Year. (c) As soon as is practicable Within ninety (90) days following the end of the Base Yeareach Lease Year or, and each calendar year thereafterif Landlord shall elect not to collect monthly estimates of Tenant's proportionate share of Common Area Maintenance Costs, periodically but not more often than quarterly, Landlord shall send furnish to Tenant a statement covering such period just expired, certified as correct by an authorized representative of actual expenses incurred for Landlord, showing Common Area Maintenance Costs and the prior Lease Year showing the pro rata amount of Tenant's proportionate share of each of such costs for such period and the Operating Expense Escalation due from payments theretofore made by Tenant based on with respect thereto. If Tenant’s Proportionate Share. For each Lease Year's aggregate payments for such Costs, in the event that the amount prepaid by if any, are greater than Tenant's proportionate share of such Costs, Landlord shall reimburse Tenant for the Operating Expense Escalation exceeds the amount that was actually due based upon actual year end Operating Expenses, then Landlord shall issue a credit to Tenant in an amount equal to the overcharge, which credit Tenant may apply to future rental payments until Tenant has been fully credited with the overcharge. If the credit due to Tenant is more than the aggregate total of future rental any such excess; if such payments, Landlord if any, are less than such proportionate share, Tenant shall pay to Tenant landlord the difference between the credit and such aggregate totalupon request, or, if the amount becomes payable after the Termination Date, to pay any amount due to Tenant. In the event Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the additional amount due which amount shall constitute Additional Rent and shall be paid in full by Tenant either case within thirty (30) days of the Tenant's receipt of such invoice. The provisions of this Section shall survive the Termination Date for a period of two (2) yearsstatement. (d) Tenant or its representatives shall have the right, upon reasonable notice, to examine the books and records of the Property with respect to the items in the foregoing statement of Operating Expenses during normal business hours at any time within six (6) months following the delivery by Landlord to Tenant of the statement delivered by Landlord under subparagraph (c) above, and to file any written exception to any item of expense, however, nothing herein shall be deemed to afford Tenant any right to withhold any payment due from Tenant to Landlord as invoiced by Landlord. Unless Tenant shall give Landlord a notice objecting to a statement of Operating Expenses and specifying in detail these items in such statement which Tenant claims to be incorrect within twelve (12) months following its receipt of such statement of Operating Expenses, such statement shall be deemed final and accepted by Tenant. (e) Should this Lease commence or terminate at any time other than the first day of a calendar year, any payment due to Landlord or to Tenant by reason of any increase or decrease in Operating Expenses shall be prorated and Tenant shall pay any amount due to Landlord within thirty (30) days after being billed therefor.

Tenant’s Proportionate Share. The (i) Tenant agrees to pay as Additional Rent "Tenant's Proportionate Share" (as herein defined) of CAM Charges. (ii) Landlord shall estimate the total amount of CAM Charges to be paid by which Tenant during each calendar year of the Operating Expenses Lease Term, pro-rated for each Lease Year exceed the Base Year Operating Expenses shall be referred to herein as the “Operating Expense Escalation.” Beginning any partial years. Commencing on the Rent Commencement Date, Tenant shall be responsible for Tenant’s Proportionate Share pay to Landlord each month, at the same time the Base Rent installments are due, an amount equal to one-twelfth (1/12th) of the Operating Expense Escalation estimated CAM Charges for each Lease Year following such year. Within a reasonable time after the Base Year, or pro rata portion thereof, during the Term as hereinafter provided: (a) As soon as is practicable during end of each calendar year during the Term following the Base Yearyear, Landlord shall send to Tenant a statement (“Landlord’s Estimate”) of projected Operating Expenses for the following applicable Lease Year. Landlord shall indicate, as part of Landlord’s Estimate, what Tenant’s Proportionate Share of the Operating Expense Escalation shall be, said amount to be paid in equal monthly installments (rounded up to the nearest whole dollar) in advance by Tenant as Additional Rent commencing on January 1 of each applicable Lease Year after the Base Year, as shall be reflected in Landlord’s Estimate. (b) If, during the course of any Lease Year, Landlord shall have reason to believe that the Operating Expenses shall be higher than Landlord’s Estimate, then Landlord shall have the right, but not the obligation, to adjust Landlord’s Estimate by a lump sum invoice for the months of the Lease Year which precede the revised projections, and in addition, to advise Tenant of any adjustment in future monthly amounts with the end result that Operating Expenses shall be on a reasonably current basis each Lease Year, but any adjustment pursuant to this Section shall be made no more than two (2) times in any Lease Year. (c) As soon as is practicable following the end of the Base Year, and each calendar year thereafter, Landlord shall send submit to Tenant a statement of the actual expenses incurred for the prior Lease Year showing the pro rata share of the Operating Expense Escalation due from Tenant based on Tenant’s Proportionate Share. For each Lease Year, in the event that the amount prepaid by Tenant for the Operating Expense Escalation exceeds the amount that was actually due based upon actual year end Operating Expenses, then Landlord shall issue a credit to Tenant in an amount equal to the overcharge, which credit Tenant may apply to future rental payments until Tenant has been fully credited with the overcharge. If the credit due to Tenant is more than the aggregate total of future rental payments, Landlord shall pay to Tenant the difference between the credit and such aggregate total, or, if the amount becomes payable after the Termination Date, to pay any amount due to Tenant. In the event Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the additional amount due which amount shall constitute Additional Rent and shall be paid in full by Tenant within thirty (30) days of receipt of such invoice. The provisions of this Section shall survive CAM Charges (the Termination Date for a period of two (2"Annual Statement") years. (d) Tenant or its representatives shall have the right, upon reasonable notice, to examine the books and records of the Property with respect to the items in the foregoing statement of Operating Expenses during normal business hours at any time within six (6) months following the delivery by Landlord to Tenant of the statement delivered by Landlord under subparagraph (c) above, and to file any written exception to any item of expense, however, nothing herein shall be deemed to afford Tenant any right to withhold any payment due from Tenant to Landlord as invoiced by Landlord. Unless Tenant shall give Landlord a notice objecting to a statement of Operating Expenses and specifying in detail these items in such statement which Tenant claims to be incorrect within twelve (12) months following its receipt of such statement of Operating Expenses, such statement shall be deemed final and accepted by Tenant. (e) Should this Lease commence or terminate at any time other than the first day of a calendar year, any payment due to Landlord or to Tenant by reason of any increase or decrease in Operating Expenses shall be prorated and Tenant shall pay any amount due to Landlord within thirty (30) days after being billed thereforreceipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year. In the event of overpayment, Landlord shall credit the amount of such overpayment toward the next installments of Base Rent. (iii) Tenant shall have the right, at any reasonable time within ninety (90) days following receipt of the Annual Statement, to review Landlord's books and records relating to CAM Charges, provided that Tenant shall give Landlord not less than fifteen (15) days' prior written notice of any such review. In the event such review reveals a discrepancy in the CAM Charges, Tenant's Proportionate Share of CAM Charges for such calendar year shall be adjusted accordingly. If the review results in a change of more than ten percent (10%) in Tenant's Proportionate Share of CAM Charges for such calendar year, Landlord shall reimburse Tenant for the reasonable fees and expenses of Tenant's independent professionals, if any, conducting such review of Landlord's books and records. All of the information obtained through Tenant's inspection with respect to financial matters (including, without limitation, costs, expenses and income) and any other matters pertaining to Landlord, the Premises, the Building and/or the business park in which the Building is located as well as any compromise, settlement or adjustment reached between Landlord and Tenant relative to the results of the inspection shall be held in strict confidence by Tenant and its officers, agents, and employees; and Tenant shall cause its independent professionals to be similarly bound. The obligations within the preceding sentence shall survive the expiration or earlier termination of the Lease. (iv) For purposes of this Lease, "Tenant's Proportionate Share" shall mean a fraction, the numerator of which shall be the rentable area of the Premises, as set forth in EXHIBIT C, and the denominator of which shall be the rentable area of the Building, as set forth in EXHIBIT C. Tenant's Proportionate Share of the cost of CAM Charges (as set forth herein) in any Lease Year having less than three hundred sixty-five (365) days shall be equitably prorated.