Common use of Tenant’s Share of Operating Expenses Clause in Contracts

Tenant’s Share of Operating Expenses. (i) Commencing as of the Rent Commencement Date with respect to each Portion of the Premises and continuing thereafter throughout the Term of the Lease, as the same may be extended, Tenant shall, with respect to any calendar year falling within the Lease Term, or fraction of a calendar year falling within the Lease Term at the beginning or end thereof, pay to Landlord, as Additional Rent, Operating Expenses Allocable to such Portion of the Premises (as defined above). Except as otherwise provided in the immediately following paragraph, Tenant shall pay Operating Expenses Allocable to such Portion of the Premises to Landlord, as Additional Rent, on or before the thirtieth (30th) day following receipt by Tenant of the statement referred to below in subpart (ii). (ii) Estimated payments by Tenant on account of Tenant’s responsibility for Operating Expenses Allocable to the Premises shall be made monthly at the time and in the fashion herein provided for the payment of Annual Fixed Rent. The amount so to be paid shall be an amount from time to time reasonably estimated by Landlord. Following the end of each calendar year, Landlord shall submit a statement (an “Escalation Statement”) showing (1) Operating Expenses Allocable to the Premises incurred during the preceding calendar year, and (2) the aggregate amount of Tenant’s estimated payments during such year. If such statement indicates that the aggregate amount of such estimated payments exceeds Tenant’s actual liability, then Tenant shall deduct the net overpayment from its next monthly rental payment (or, if the Lease Term has expired, Landlord shall promptly reimburse to Tenant the amount of the overpayment). If such statement indicates that Tenant’s actual liability exceeds the aggregate amount of such estimated payments, then Tenant shall pay the amount of such excess within thirty (30) days following its receipt of Landlord’s statement. Landlord’s and Tenant’s obligations to make the payments described in the foregoing sentences shall survive the expiration or termination of this Lease. The statement of Operating Expenses submitted by Landlord under this Section 6.2(C) shall become binding and conclusive if not contested by Tenant within ninety (90) days after it is rendered.

Tenant’s Share of Operating Expenses. (iA) Commencing as of the Rent Commencement Date with respect to For each Portion of the Premises and continuing thereafter throughout the Term of the Lease, as the same may be extended, Tenant shall, with respect to any calendar year falling within the Lease Term, or Tenant shall pay to Landlord, as Additional Rent, the Operating Expenses Allocable to the Premises (as defined in Section 7.4) and for each fraction of a calendar year falling within the Lease Term at the beginning or end thereof, Tenant shall pay to Landlord, as Additional Rent, the product of such fractions and the Operating Expenses Allocable to such Portion of the Premises (Premises. The payments required to be paid by Tenant as defined above). Except as otherwise provided in the immediately following paragraph, Tenant preceding sentence are herein called "Tenant's Operating Costs Payments". Tenant's Operating Cost Payments shall pay Operating Expenses Allocable to such Portion of the Premises be paid to Landlord, as Additional Rent, on or before the thirtieth (30th) day following receipt by Tenant of the statement referred to below in subpart (ii)this Section 7.5. (iiB) Estimated payments Payments by Tenant on account of Tenant’s responsibility for 's Operating Expenses Allocable to the Premises Cost Payments shall be made monthly at the time and in the fashion herein provided for the payment of Annual Fixed Rent. The amount so to be paid to Landlord shall be an amount from time to time reasonably estimated by Landlord. Following Landlord to be sufficient to cover, in the end of aggregate, a sum equal to Tenant's Operating Costs Payments for each calendar year, Landlord shall submit a statement (an “Escalation Statement”) showing (1) Operating Expenses Allocable to the Premises incurred year during the preceding calendar year, and Lease Term. (2C) the aggregate amount of Tenant’s estimated payments during such year. If such statement indicates that the aggregate amount of such estimated payments exceeds Tenant’s actual liability, then Tenant shall deduct the net overpayment from its next monthly rental payment (or, if the Lease Term has expired, Landlord shall promptly reimburse to Tenant the amount of the overpayment). If such statement indicates that Tenant’s actual liability exceeds the aggregate amount of such estimated payments, then Tenant shall pay the amount of such excess within thirty (30) days following its receipt of Landlord’s statement. Landlord’s and Tenant’s obligations to make the payments described in the foregoing sentences shall survive the expiration or termination of this Lease. The statement of Operating Expenses submitted by Landlord under this Section 6.2(C) shall become binding and conclusive if not contested by Tenant within No later than ninety (90) days after it the end of the first calendar year or fraction thereof ending December 31 and of each succeeding calendar year during the Lease Term or fraction thereof at the end of the Lease Term, Landlord shall render Tenant a statement in reasonable detail and according to usual accounting practices certified by a representative of Landlord, showing for the preceding calendar year or fraction thereof, as the case may be, the Operating Expenses for the Property and the Operating Expenses Allocable to the Premises. Said statement to be rendered to Tenant also shall show for the preceding year or fraction thereof, as the case may be, the amounts already paid by Tenant on account of Tenant's Operating Cost Payments and the amount of Tenant's Operating Cost Payments remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. If such statement shows a balance remaining due to Landlord, Tenant shall pay same to Landlord on or before the thirtieth (30th) day following receipt by Tenant of said statement. Any balance shown as due to Tenant shall be credited against Annual Fixed Rent next due, or refunded to Tenant if the Lease Term has then expired and Tenant has no further obligation to Landlord. Notwithstanding the provisions of the immediately preceding paragraph, if Tenant desires to contest such statement, Tenant shall give written notice to Landlord thereof within sixty (60) days after Tenant's receipt of such statement, time being of the essence. If the statement rendered by Landlord to Tenant shows a balance remaining due to Landlord, then as a condition precedent to Tenant contesting such statement and in addition to giving such a notice of contest, Tenant shall pay such balance under protest (with a written statement to Landlord of such payment under protest) within said sixty (60) day period. If Tenant shall fail to (i) give notice of such contest or (ii) to pay any such balance (with a notice of protest) within said sixty (60) day period, Tenant shall be deemed to have accepted such statement as rendered by Landlord. Within thirty (30) days after such notice of contest (together with payment under protest of any balance shown on Landlord's statement and a written statement thereof) to Landlord, time being of the essence, Tenant shall have the right during normal business hours and at Landlord's place of business to examine Landlord's books and records with respect to such statement on not less than three (3) days' prior written notice to Landlord. If such examination reveals that such statement is renderedincorrect, the appropriate adjustment in the amount due from Tenant to landlord promptly shall be made and Tenant may make a demand on Landlord for payment of any refund claimed by Tenant as a result of such examination and if Landlord shall not pay such demand, Tenant shall have the right to bring and prosecute suit to collect such demand for payment but Landlord's failure to pay such demand for payment shall not entitle Tenant to offset against, withhold or otherwise deduct from Annual Fixed Rent or any Additional Rent nor shall Landlord's failure to pay Tenant's demand for payment be a default of Landlord or give Tenant the right to terminate this Lease, Tenant's sole right being to bring and prosecute such suit as aforesaid.

Tenant’s Share of Operating Expenses. Tenant shall continue to pay Operating Expenses as provided for in the Lease through the OPEX Adjustment Date (as defined below). Commencing on the earlier of the (i) Commencing as date that Tenant commences business operations in all of the Second Expansion Premises, or (ii) the Second Expansion Premises Rent Commencement Date (either, the “OPEX Adjustment Date”), Tenant’s Share of Operating Expenses payable by Tenant under the Lease shall be increased by 9.82%, and commencing on May 1, 2015, the total Tenant’s Share of Operating Expenses which shall be payable by Tenant under the Lease shall be equal to 45.31%. Notwithstanding anything to the contrary contained herein, if Tenant commences business operations in a portion (but not all) of the Second Expansion Premises prior to the Second Expansion Premises Rent Commencement Date, Tenant shall be required to pay Operating Expenses on a pro rata basis with respect to each Portion the actual rentable square footage of the Second Expansion Premises and continuing thereafter throughout the Term of the Leasein which Tenant is conducting business operations, as determined by DGA. Commencing on May 1, 2015, Tenant’s Share of each earthquake deductible or occurrence of uninsured earthquake damage affecting the same may be extended, Tenant shall, with respect to any calendar year falling within the Lease Term, or fraction of a calendar year falling within the Lease Term at the beginning or end thereof, pay to Landlord, as Additional Rent, Operating Expenses Allocable to such Portion Premises shall not exceed $7.50 per rentable square of the Premises (as defined aboveincluding the Second Expansion Premises) (the “Current Cap”). Except as otherwise provided in On June 1, 2015, and on the immediately following paragraphfirst day of each month thereafter through the Expiration Date, the Current Cap shall be reduced by $0.125 per rentable square foot of the Premises (including the Second Expansion Premises). Following earthquake damage to the Project during the period between April 1, 2015, and the April 30, 2020, Tenant shall pay Operating Expenses Allocable to Tenant’s Share of any such Portion deductible or uninsured damage in equal monthly installments amortized over the balance of the Premises to LandlordBase Term. For the avoidance of doubt, as Additional Rent, on or before the thirtieth (30th) day following receipt by Tenant existing caps of insurance deductibles and uninsured earthquake damage set forth in the third full paragraph of Section 5 of the statement referred to below in subpart (ii). (ii) Estimated payments by Tenant on account of Tenant’s responsibility for Operating Expenses Allocable to Lease shall apply through April 30, 2015, and the Premises shall be made monthly at the time and in the fashion herein caps provided for the payment of Annual Fixed Rent. The amount so to be paid in this paragraph shall be an amount apply from time to time reasonably estimated by Landlord. Following the end of each calendar yearMay 1, Landlord shall submit a statement (an “Escalation Statement”) showing (1) Operating Expenses Allocable to the Premises incurred during the preceding calendar year2015, through April 30, 2020, and (2) the aggregate amount shall thereafter be of Tenant’s estimated payments during such year. If such statement indicates that the aggregate amount of such estimated payments exceeds Tenant’s actual liability, then Tenant shall deduct the net overpayment from its next monthly rental payment (or, if the Lease Term has expired, Landlord shall promptly reimburse to Tenant the amount of the overpayment). If such statement indicates that Tenant’s actual liability exceeds the aggregate amount of such estimated payments, then Tenant shall pay the amount of such excess within thirty (30) days following its receipt of Landlord’s statement. Landlord’s and Tenant’s obligations to make the payments described in the foregoing sentences shall survive the expiration no further force or termination of this Lease. The statement of Operating Expenses submitted by Landlord under this Section 6.2(C) shall become binding and conclusive if not contested by Tenant within ninety (90) days after it is renderedeffect.

Tenant’s Share of Operating Expenses. (i) Commencing as of If the Rent Commencement Date with respect to each Portion of the Premises and continuing thereafter throughout the Term of the Lease, as the same may be extended, Tenant shall, with respect to Operating Expenses for any calendar year falling within the Lease Term, or fraction of a calendar year full Operating Year falling within the Lease Term at shall exceed the beginning Base Operating Expenses or end thereofif, in the case of an Operating Year only a fraction of which is included in the Lease Term, the amount of the Operating Expenses for such Operating Year multiplied by such fraction exceeds the Base Operating Expenses multiplied by such fraction (the amount of such excess in either case being hereafter referred to as the “Excess Operating Expenses”), then Tenant shall pay to Landlord, as Additional Rent, Tenant’s Share of the Excess Operating Expenses Allocable to for such Portion Operating Year or portion thereof. Tenant’s Share of the Premises (as defined above). Except as otherwise provided in the immediately following paragraph, Tenant shall pay Excess Operating Expenses Allocable to such Portion of the Premises to Landlord, for each Operating Year shall be payable in monthly installments as Additional Rent, on or before the thirtieth (30th) day following receipt by Tenant of the statement referred to below in subpart (ii).follows: (iia) Estimated payments by Tenant on account of Tenant’s responsibility for Operating Expenses Allocable to the Premises shall be made monthly at on the time first day of each and every calendar month during the Lease Term, and otherwise in the same fashion herein provided for the payment of Annual Fixed Rent. The monthly amount so to be paid to Landlord shall be an amount from time sufficient to time reasonably estimated provide Landlord by Landlord. Following the end of each calendar yearOperating Year with a sum equal to Tenant’s required payments, as estimated by Landlord from time to time, on account of Operating Expenses for such Operating Year. After the end of each Operating Year, Landlord shall submit to Tenant a reasonably detailed statement (an a “Escalation Landlord’s Statement”) showing (1) of Operating Expenses Allocable for such Operating Year. If estimated payments theretofore made for such Year by Tenant exceed Tenant’s required payment on account therefor for such Operating Year, according to such statement, Landlord shall credit the Premises incurred during the preceding calendar year, and (2) the aggregate amount of Tenant’s estimated payments during overpayment against subsequent obligations of Tenant with respect to Operating Expenses (or refund such year. If such statement indicates that the aggregate amount of such estimated payments exceeds Tenant’s actual liability, then Tenant shall deduct the net overpayment from its next monthly rental payment (or, if the Lease Term has expiredended and Tenant has no further obligation to Landlord); but, Landlord shall promptly reimburse to Tenant if the amount of required payments on account thereof for such Operating Year are greater than the overpayment). If estimated payments (if any) theretofore made on account thereof for such statement indicates that Tenant’s actual liability exceeds the aggregate amount of such estimated paymentsOperating Year, then Tenant shall pay the amount of such excess make payment to Landlord within thirty (30) days following its receipt of after being so advised by Landlord. Except as otherwise provided herein, Landlord’s statement. failure to render a Landlord’s and TenantStatement with respect to any applicable payment period as provided herein shall not prejudice Landlord’s obligations right to thereafter render a Landlord’s Statement with respect thereto or with respect to any subsequent payment period, nor shall the rendering of a Landlord’s Statement prejudice Landlord’s right (subject to the terms hereof) to thereafter render a corrected Landlord’s Statement for that payment period. Subject to the terms hereof, nothing herein contained shall restrict Landlord from issuing a Landlord’s Statement at any time there is an increase in Operating Expenses during any payment period or any time thereafter. Notwithstanding the foregoing provisions of this Section 6.2.2, Landlord shall not be entitled to issue a Landlord's Statement with respect to Operating Expenses for any Operating Year after the date that is three (3) years after the applicable Operating Year. (b) If the Operating Expenses for any Operating Year (as adjusted, if applicable, pursuant to the last two (2) paragraphs of subsection 6.2.1(b)) shall equal or be less than the Base Operating Expenses, Tenant shall not be obligated to make the any payments described to Landlord pursuant to this Section 6.2 in respect of such Operating Year, but in no event shall Tenant be entitled to any refund or reduction in the foregoing sentences shall survive the expiration or termination Annual Fixed Rent by reason of this Lease. The statement of Operating Expenses submitted by Landlord under this Section 6.2(C) shall become binding and conclusive if not contested by Tenant within ninety (90) days after it is renderedsuch fact.

Tenant’s Share of Operating Expenses. (i) Commencing as Notwithstanding the provisions of Section 5, during the period from mutual execution of this Lease through [ * ], Tenant’s share of Operating Expenses shall be abated and Tenant shall pay only for utilities provided to the Premises commencing on the date of mutual execution and delivery of this Lease. Cap on Management Fee. The management fee included in Operating Expenses shall not exceed [ * ]% of net rental income of the Rent Commencement Date with respect Building. Janitorial Services. Tenant shall separately contract and pay for all janitorial services to each Portion of the Premises and continuing thereafter throughout shall cause such services to be provided to the Term standard customary in a first class office building. Audit Rights. Landlord shall permit Tenant the right, once per operating year, to audit Landlord’s operating statement showing Tenant’s Share of the Lease, as the same may be extended, Tenant shall, with respect to any calendar year falling within the Lease Term, or fraction of a calendar year falling within the Lease Term at the beginning or end thereof, pay to Landlord, as Additional Rent, Operating Expenses Allocable to for the year. The cost of such Portion audit shall be paid by Tenant unless the audit shows that Landlord has misstated Tenant’s Share of the Premises (as defined above). Except as otherwise provided Operating Expenses by more than five percent, in the immediately following paragraph, Tenant which case Landlord shall pay Operating Expenses Allocable all reasonable costs of audit; provided, however, that the audit not be performed on a “contingency” basis or other basis under which the auditor is paid a share of any cost discrepancy discovered. Options to such Portion Extend. Provided that Tenant is not in default after receipt of the Premises to Landlord, as Additional Rent, on or before the thirtieth (30th) day following receipt by Tenant notice and expiration of the statement referred to below in subpart (ii). (ii) Estimated payments by Tenant on account of Tenant’s responsibility for Operating Expenses Allocable to the Premises shall be made monthly any applicable cure period at the time of exercise or at commencement of the Option Term (unless the default is cured within any applicable cure period), and in the fashion herein provided for the payment of Annual Fixed Rent. The amount so that Tenant has not failed to be paid shall be an amount from time to time reasonably estimated by Landlord. Following the end of each calendar year, Landlord shall submit a statement (an “Escalation Statement”) showing (1) Operating Expenses Allocable to the Premises incurred pay Base Rent when due under this Lease [ * ] during the preceding calendar yearprior [ * ], and (2) regardless of whether that default was cured within the aggregate amount of Tenant’s estimated payments during such year. If such statement indicates that the aggregate amount of such estimated payments exceeds Tenant’s actual liabilityapplicable cure period, then Tenant shall deduct the net overpayment from its next monthly rental payment (or, if have [ * ] options to extend the Lease Term has expired(each, an “Extension Option”) for a period of [ * ] (each an “Option Term”) each, upon the same terms and conditions as are set forth in the Lease, except that Base Rent shall be adjusted as described below and the provisions of this Lease regarding Base Rent, abatement of Base Rent and abatement of Tenant’s Share of Operating Expenses, TI Allowance, Lobby Area Allowance and space planning allowance shall not be applicable. The Extension Options shall be exercised, if at all, by written notice to Landlord shall promptly reimburse at least [ * ] prior to the expiration of the then existing Term. The Extension Options are personal to Tenant (except they may be transferred in connection with related party transfers addressed below in this Section 1.A) and may not be exercised by any other assignee or sublessee and may not be exercised during any period that the amount entire Premises is subleased out by Tenant (unless to a related party as set forth below). The exercise of each Extension Option shall extend the Lease for the entire Premises. Extension Rent. If Tenant exercises an Extension Option, the Base Rent schedule for the Option Term shall be equal to the then Fair Market Rent including a fair market rate of escalation during the Option Term. As used herein “Fair Market Rent” shall mean the market rent for a [ * ]. Fair Market Rent shall take into consideration, the improvements paid for by Landlord via the TI Allowance and the Lobby Area Allowance. Fair Market Rent shall not take into consideration the value of any tenant improvements paid for solely by Tenant except that it shall include the portion of the overpayment)tenant improvements paid for by Tenant which represent the dollar value of the abated Base Rent. If such statement indicates that Tenant’s actual liability exceeds the aggregate amount there are not five comparable leases of such estimated payments, then Tenant shall pay the amount of such excess within thirty (30) days following its receipt of Landlord’s statement. Landlord’s and Tenant’s obligations to make the payments described similar size leased spaces in the foregoing sentences Canyon Park/Bothell submarket, the market shall survive be expanded to include the expiration or termination of this Lease. The statement of Operating Expenses submitted by Landlord under this Section 6.2(C) shall become binding and conclusive if not contested by Tenant within ninety (90) days after it is rendered.greater Redmond/Kirkland market, as adjusted to reflect the Canyon 3

Tenant’s Share of Operating Expenses. Tenant shall continue to pay Operating Expenses as provided for in the Lease through the FEP OPEX Adjustment Date (as defined below). Commencing on the earlier of the (i) Commencing as date that Tenant commences business operations in all of the Fourth Expansion Premises, or (ii) the Fourth Expansion Premises Rent Commencement Date (either, the “FEP OPEX Adjustment Date”),Tenant’s Share of Operating Expenses payable by Tenant under the Lease shall be increased by 17.62% and Tenant shall commence paying Operating Expenses with respect to each Portion the Fourth Expansion Premises, and commencing on the FEP OPEX Adjustment Date, the total Tenant’s Share of Operating Expenses which shall be payable by Tenant under the Lease shall be equal to 69.46%. Notwithstanding anything to the contrary contained herein, if Tenant commences business operations in a portion (but not all) of the Fourth Expansion Premises and continuing thereafter throughout prior to the Term of the Lease, as the same may be extendedFourth Expansion Premises Rent Commencement Date, Tenant shall, shall be required to pay Operating Expenses on a pro rata basis with respect to any calendar year falling within the Lease Term, or fraction actual rentable square footage of a calendar year falling within the Lease Term at the beginning or end thereof, pay to LandlordFourth Expansion Premises in which Tenant is conducting business operations, as Additional Rentdetermined by DGA. As of September 1, Operating Expenses Allocable to such Portion 2015, Tenant’s Share of each earthquake deductible or occurrence of uninsured earthquake damage affecting the Premises shall not exceed $7.00 per rentable square of the Premises (as defined aboveincluding the Fourth Expansion Premises only once the Fourth Expansion Premises Commencement Date has occurred) (the “Current Cap”). Except as otherwise provided in On October 1, 2015, and on the immediately following paragraphfirst day of each month thereafter through April 30, 2020, the Current Cap shall be reduced by $0.125 per rentable square foot of the Premises (including the Fourth Expansion Premises only once the Fourth Expansion Premises Commencement Date has occurred). Following earthquake damage to the Project during the period between September 1, 2015, and April 30, 2020, Tenant shall pay Operating Expenses Allocable to Tenant’s Share of any such Portion deductible or uninsured damage in equal monthly installments amortized over the balance of the Premises to LandlordBase Term. For the avoidance of doubt, as Additional Rent, on or before the thirtieth (30th) day following receipt by Tenant of the statement referred to below in subpart (ii). (ii) Estimated payments by Tenant on account of Tenant’s responsibility for Operating Expenses Allocable to the Premises shall be made monthly at the time and in the fashion herein caps provided for the payment of Annual Fixed Rent. The amount so to be paid in this paragraph shall be an amount apply from time to time reasonably estimated by Landlord. Following the end of each calendar yearSeptember 1, Landlord shall submit a statement (an “Escalation Statement”) showing (1) Operating Expenses Allocable to the Premises incurred during the preceding calendar year2015, through April 30, 2020, and (2) the aggregate amount shall thereafter be of Tenant’s estimated payments during such year. If such statement indicates that the aggregate amount of such estimated payments exceeds Tenant’s actual liability, then Tenant shall deduct the net overpayment from its next monthly rental payment (or, if the Lease Term has expired, Landlord shall promptly reimburse to Tenant the amount of the overpayment). If such statement indicates that Tenant’s actual liability exceeds the aggregate amount of such estimated payments, then Tenant shall pay the amount of such excess within thirty (30) days following its receipt of Landlord’s statement. Landlord’s and Tenant’s obligations to make the payments described in the foregoing sentences shall survive the expiration no further force or termination of this Lease. The statement of Operating Expenses submitted by Landlord under this Section 6.2(C) shall become binding and conclusive if not contested by Tenant within ninety (90) days after it is renderedeffect.

Tenant’s Share of Operating Expenses. Tenant shall continue to pay Operating Expenses as provided for in the Lease through the TEP OPEX Adjustment Date (as defined below). Commencing on the earlier of the (i) Commencing as date that Tenant commences business operations in all of the Third Expansion Premises, or (ii) the Third Expansion Premises Rent Commencement Date (either, the “TEP OPEX Adjustment Date”),Tenant’s Share of Operating Expenses payable by Tenant under the Lease shall be increased by 6.53% and Tenant shall commence paying Operating Expenses with respect to each Portion the Third Expansion Premises, and commencing on May 1, 2015, the total Tenant’s Share of Operating Expenses which shall be payable by Tenant under the Lease shall be equal to 51.83%. Notwithstanding anything to the contrary contained herein, if Tenant commences business operations in a portion (but not all) of the Third Expansion Premises and continuing thereafter throughout prior to the Term of the Lease, as the same may be extendedThird Expansion Premises Rent Commencement Date, Tenant shall, shall be required to pay Operating Expenses on a pro rata basis with respect to any calendar year falling within the Lease Term, or fraction actual rentable square footage of a calendar year falling within the Lease Term at the beginning or end thereof, pay to LandlordThird Expansion Premises in which Tenant is conducting business operations, as Additional Rentdetermined by DGA. Commencing on May 1, Operating Expenses Allocable to such Portion 2015, Tenant’s Share of each earthquake deductible or occurrence of uninsured earthquake damage affecting the Premises shall not exceed $7.50 per rentable square of the Premises (as defined aboveincluding the Third Expansion Premises) (the “Current Cap”). Except as otherwise provided in On June 1, 2015, and on the immediately following paragraphfirst day of each month thereafter through April 30, 2020, the Current Cap shall be reduced by $0.125 per rentable square foot of the Premises (including the Third Expansion Premises). Following earthquake damage to the Project during the period between April 1, 2015, and April 30, 2020, Tenant shall pay Operating Expenses Allocable to Tenant’s Share of any such Portion deductible or uninsured damage in equal monthly installments amortized over the balance of the Premises to LandlordBase Term. For the avoidance of doubt, as Additional Rent, on or before the thirtieth (30th) day following receipt by Tenant existing caps of insurance deductibles and uninsured earthquake damage set forth in the third full paragraph of Section 5 of the statement referred to below in subpart (ii). (ii) Estimated payments by Tenant on account of Tenant’s responsibility for Operating Expenses Allocable to Lease shall apply through April 30, 2015, and the Premises shall be made monthly at the time and in the fashion herein caps provided for the payment of Annual Fixed Rent. The amount so to be paid in this paragraph shall be an amount apply from time to time reasonably estimated by Landlord. Following the end of each calendar yearMay 1, Landlord shall submit a statement (an “Escalation Statement”) showing (1) Operating Expenses Allocable to the Premises incurred during the preceding calendar year2015, through April 30, 2020, and (2) the aggregate amount shall thereafter be of Tenant’s estimated payments during such year. If such statement indicates that the aggregate amount of such estimated payments exceeds Tenant’s actual liability, then Tenant shall deduct the net overpayment from its next monthly rental payment (or, if the Lease Term has expired, Landlord shall promptly reimburse to Tenant the amount of the overpayment). If such statement indicates that Tenant’s actual liability exceeds the aggregate amount of such estimated payments, then Tenant shall pay the amount of such excess within thirty (30) days following its receipt of Landlord’s statement. Landlord’s and Tenant’s obligations to make the payments described in the foregoing sentences shall survive the expiration no further force or termination of this Lease. The statement of Operating Expenses submitted by Landlord under this Section 6.2(C) shall become binding and conclusive if not contested by Tenant within ninety (90) days after it is renderedeffect.

Tenant’s Share of Operating Expenses. (ia) Commencing Tenant shall pay Tenant's pro-rated share of Budgeted Operating Expenses for exterior utilities, common area maintenance, insurance, property taxes and assessments, repairs, security, and building management fees and costs as set forth in Section 1.01(N) and Exhibit "F". Tenant's pro-rated share of Landlord's expenses is set forth in Section 1.01(O) and is calculated by dividing the Rent Commencement Date with respect to each Portion gross rentable area of the Premises and continuing thereafter throughout the Term by 95% of the Lease, as the same may be extended, Tenant shall, with respect to any calendar year falling within the Lease Term, or fraction of a calendar year falling within the Lease Term at the beginning or end thereof, pay to Landlord, as Additional Rent, Operating Expenses Allocable to such Portion gross rentable area of the Premises (as defined above). Except as otherwise provided in the immediately following paragraph, Tenant shall pay Operating Expenses Allocable to such Portion of the Premises to Landlord, as Additional Rent, on or before the thirtieth (30th) day following receipt by Tenant of the statement referred to below in subpart (ii)Premises. (iib) Estimated payments by Except as set forth in Section 3.03 (c), Landlord shall xxxx Tenant on account for Tenant's Share, if any, at the end of the second Lease Year of the Rental Term. Beginning with the third Lease Year, one-twelfth (1/12th) of Tenant’s responsibility 's Share for Operating Expenses Allocable the prior year shall be added to the Premises Base Monthly Rent as determined in Sections 3.01 and 3.02 for the next full twelve (12) calendar months of the Rental Term and shall be made monthly at the time and paid as set forth in the fashion herein provided for the payment of Annual Fixed RentSection 3.05. The amount so to be paid shall be an amount from time to time reasonably estimated by Landlord. Following Within sixty (60) days after the end of each calendar yearLease Year, Landlord shall submit a statement (deliver to Tenant an “Escalation Statement”) showing (1) accounting in reasonable detail of actual Operating Expenses Allocable to the Premises incurred during the preceding calendar year, certified by an officer of Landlord as true and (2) the aggregate amount correct together with a calculation of Tenant’s estimated payments during 's share of such yearexpenses incurred by Landlord in that Lease Year. If such statement indicates that Should the actual aggregate amount of such estimated payments exceeds Tenant’s actual liability, then Operating Expense exceed the Budgeted amount paid by Tenant shall deduct the net overpayment from its next monthly rental payment (or, if the during that Lease Term has expired, Landlord shall promptly reimburse to Tenant the amount of the overpayment). If such statement indicates that Tenant’s actual liability exceeds the aggregate amount of such estimated paymentsYear, then Tenant shall pay the amount of such any excess within thirty twenty (30) days following its receipt of Landlord’s statement. Landlord’s and Tenant’s obligations to make the payments described in the foregoing sentences shall survive the expiration or termination of this Lease. The statement of Operating Expenses submitted by Landlord under this Section 6.2(C) shall become binding and conclusive if not contested by Tenant within ninety (9020) days after it is renderedreceipt of invoice. However if the payments by Tenant for Budgeted Operating Expenses for the previous year exceeded the actual aggregate amount incurred by Landlord, then Tenant may deduct the excess amount from the next monthly payment of Base Monthly Rent due from Tenant. (c) Notwithstanding anything to the contrary herein, electrical and gas utility expenses relating directly to the interior of the Leased Premises are not included in Operating Expenses and shall be paid as set forth in Section 12.02. (d) See Section 27.14

Tenant’s Share of Operating Expenses. (i) Commencing as of If the Rent Commencement Date with respect to each Portion of the Premises and continuing thereafter throughout the Term of the Lease, as the same may be extended, Tenant shall, with respect to Operating Expenses for any calendar year falling within the Lease Term, or fraction of a calendar year full Operating Year falling within the Lease Term at shall exceed the beginning Base Operating Expenses, or end thereofif, in the case of an Operating Year only a fraction of which is included in the Lease Term, the amount of the Operating Expenses for such Operating Year multiplied by such fraction exceeds the Base Operating Expenses multiplied by such fraction (the amount of such excess in either case being hereafter referred to as the "Excess Operating Expenses"), then Tenant shall pay to Landlord, as Additional Rent, Tenant's Share of the Excess Operating Expenses Allocable for such Operating Year or portion thereof. Such amount payable by Tenant with respect to such Portion of the Premises (as defined above). Except as otherwise provided in the immediately following paragraph, Tenant shall pay Excess Operating Expenses Allocable to such Portion of the Premises to Landlord, for each Operating Year shall be payable in monthly installments as Additional Rent, on or before the thirtieth (30th) day following receipt by Tenant of the statement referred to below in subpart (ii).follows: (iia) Estimated payments by Tenant on account of Tenant’s responsibility for Excess Operating Expenses Allocable to the Premises shall be made monthly at on the time first day of each and every calendar month during the Lease Term, and otherwise in the same fashion herein provided for the payment of Annual Fixed Rent. The monthly amount so to be paid to Landlord shall be an amount from time sufficient to time reasonably estimated provide Landlord by Landlord. Following the end of each calendar yearOperating Year with a sum equal to Tenant's required payments, as reasonably estimated by Landlord from time to time, on account of Excess Operating Expenses for such Operating Year. Within one hundred twenty (120) days after the end of each Operating Year, Landlord shall submit to Tenant a statement (an “Escalation Statement”) showing (1) reasonably detailed accounting of Operating Expenses Allocable for such Operating Year, showing a breakdown by major line items. If estimated payments theretofore made for such Year by Tenant exceed Tenant's required payment on account therefore for such Operating Year, according to such accounting, Landlord shall credit the Premises incurred during the preceding calendar year, and (2) the aggregate amount of Tenant’s estimated payments during such year. If such statement indicates that overpayment against subsequent obligations of Tenant with respect to Excess Operating Expenses, or, if the aggregate amount of such estimated payments overpayment exceeds five (5%) percent of the amount paid by Tenant with respect to Excess Operating Expenses for the Operating Year in question, at Tenant’s actual liability's election, then Tenant Landlord shall deduct refund the net amount of such overpayment from its next monthly rental payment (orto Tenant, rather than crediting the amount of such overpayment against subsequent obligations of Tenant. In any event, Landlord shall refund such overpayment if the Lease Term has expired, Landlord shall promptly reimburse ended and Tenant has no further obligation to Tenant the amount of the overpayment)Landlord. If the required payments on account thereof for such statement indicates that Tenant’s actual liability exceeds Operating Year are greater than the aggregate amount of estimated payments (if any) theretofore made on account thereof for such estimated paymentsOperating Year, then Tenant shall pay the amount of such excess make payment to Landlord within thirty (30) days following its receipt after being so advised by Landlord. (b) If the Operating Expenses for any Operating Year (as adjusted, if applicable, pursuant to the last two (2) paragraphs of Landlord’s statement. Landlord’s and Tenant’s obligations subsection 6.2.1(b)) shall equal or be less than the Base Operating Expenses, Tenant shall not be obligated to make the any payments described to Landlord pursuant to this Section 6.2 in respect of such Operating Year, but in no event shall Tenant be entitled to any refund or reduction in the foregoing sentences shall survive the expiration or termination Annual Fixed Rent by reason of this Lease. The statement of Operating Expenses submitted by Landlord under this Section 6.2(C) shall become binding and conclusive if not contested by Tenant within ninety (90) days after it is renderedsuch fact.

Tenant’s Share of Operating Expenses. (i) Commencing as From and after the Rent Commencement Date," Tenant shall pay to Landlord Tenant's Share of Operating Expenses. Prior to the Rent Commencement Date with respect and thereafter prior to the commencement of each Portion calendar year during the Term, Landlord shall give Tenant a written estimate of Tenant's Share of Operating Expenses for the Premises and continuing thereafter throughout the Term of the Leaseensuing calendar year or partial calendar year, as the same case may be extended, be. Tenant shall, with respect to any calendar year falling within the Lease Term, or fraction of a calendar year falling within the Lease Term at the beginning or end thereof, pay to Landlordshall pay, as an item of Additional Rent, Operating Expenses Allocable to such Portion of the Premises (as defined above). Except as otherwise provided estimated amount in the immediately following paragraphequal monthly installments, Tenant shall pay Operating Expenses Allocable to such Portion of the Premises to Landlord, as Additional Rentin advance, on or before the thirtieth first (30th1st) day following receipt of each month concurrent with its payment of Monthly Rent. If Landlord has not furnished its written estimate by the time set forth above, Tenant shall pay monthly installments of the statement referred to below in subpart (ii). (ii) Estimated payments by Tenant on account of Tenant’s responsibility for Operating Expenses Allocable to the Premises shall be made monthly at the time and in the fashion herein provided rates established for the prior calendar year, if any; provided, however, that when the new estimate is delivered to Tenant, Tenant shall at the next monthly payment date pay Landlord any accrued deficiency based on the new estimate, or Landlord shall credit any accrued overpayment based on such estimate toward Tenant's next installment payment of Annual Fixed RentOperating Expenses. The amount so to be paid shall be an amount from Within a reasonable period of time to time reasonably estimated by Landlord. Following after the end of each calendar year, year (in no event less than one hundred twenty (120) days after the end of each calendar year unless sooner completed by Landlord) Landlord shall submit furnish Tenant a statement (an “Escalation Statement”) showing (1) in reasonable detail Tenant's Share of the actual Operating Expenses Allocable to incurred for the Premises incurred during the preceding calendar year, and (2) the aggregate amount of Tenant’s estimated payments during such yearperiod in question. If such statement indicates Tenant's payments for that the aggregate amount of such estimated payments exceeds calendar year are less than Tenant’s actual liability, then Tenant shall deduct the net overpayment from its next monthly rental payment (or, if the Lease Term has expired, Landlord shall promptly reimburse to Tenant the amount 's Share of the overpayment). If such statement indicates that Tenant’s actual liability exceeds Operating Expenses as shown by the aggregate amount of such estimated paymentsapplicable statement, then Tenant shall pay the amount of such excess difference to Landlord within thirty (30) days following its receipt thereafter. If Tenant shall have overpaid Landlord, Landlord shall credit such overpayment toward Tenant's next installment payment. When the final determination is made of Landlord’s statementTenant's Share of the actual Operating Expenses for the calendar year in which this Lease expires or terminates, Tenant shall, even if this Lease has expired or terminated, pay to Landlord upon notice the excess of Tenant's Share of such actual Operating Expenses over the estimate of Tenant's Share of such Operating Expenses paid. Landlord’s and Conversely, any, overpayment shall be rebated by Landlord to Tenant’s obligations to make . If Landlord shall determine at any time that the payments described in the foregoing sentences shall survive the expiration or termination estimate of this Lease. The statement Tenant's Share of Operating Expenses submitted for the current calendar year is or will become inadequate to meet Tenant's share of all such Operating Expenses for any reason, Landlord shall immediately determine the approximate amount of such inadequacy and issue a supplemental estimate as to Tenant's Share of such Operating Expenses and Tenant shall pay any increase as reflected by such supplemental estimate, provided that no more than one such adjustment shall occur during any calendar year. Landlord shall keep or cause to be kept separate and complete books of accounting covering all Operating Expenses and showing the method of calculating Tenant's Share of Operating Expenses and shall preserve for the Term of the Lease all material documents evidencing said Operating Expenses for that calendar year. Tenant, at its sole cost and expense, shall have the right, during reasonable business hours and not more frequently than once during any calendar year, to examine and/or audit the books and documents mentioned above evidencing such costs and expenses for any previous calendar year. Any delay or failure by Landlord under in delivering any estimate or statement pursuant to this Section 6.2(C) 7.1 shall become binding and conclusive if not contested by constitute a waiver of its right to require Tenant within ninety (90) days after it is renderedto pay Tenant's Share of Operating Expenses pursuant hereto.

Tenant’s Share of Operating Expenses. (i) Commencing as of If the Rent Commencement Date with respect to each Portion of the Premises and continuing thereafter throughout the Term of the Lease, as the same may be extended, Tenant shall, with respect to Operating Expenses for any calendar year falling within the Lease Term, or fraction of a calendar year full Operating Year falling within the Lease Term at shall exceed the beginning Base Operating Expenses or end thereofif, in the case of an Operating Year only a fraction of which is included in the Lease Term, the amount of the Operating Expenses for such Operating Year multiplied by such fraction exceeds the Base Operating Expenses multiplied by such fraction (the amount of such excess in either case being hereafter referred to as the “Excess Operating Expenses”), then Tenant shall pay to Landlord, as Additional Rent, Tenant’s Share of the Excess Operating Expenses Allocable to for such Portion Operating Year or portion thereof. Tenant’s Share of the Premises (as defined above). Except as otherwise provided in the immediately following paragraph, Tenant shall pay Excess Operating Expenses Allocable to such Portion of the Premises to Landlord, for each Operating Year shall be payable in monthly installments as Additional Rent, on or before the thirtieth (30th) day following receipt by Tenant of the statement referred to below in subpart (ii).follows: (iia) Estimated payments by Tenant on account of Tenant’s responsibility for Operating Expenses Allocable to the Premises shall be made monthly at on the time first day of each and every calendar month during the Lease Term, and otherwise in the same fashion herein provided for the payment of Annual Fixed Rent. The monthly amount so to be paid to Landlord shall be an amount from time sufficient to time reasonably estimated provide Landlord by Landlord. Following the end of each calendar yearOperating Year with a sum equal to Tenant’s required payments, as reasonably estimated by Landlord from time to time, on account of Operating Expenses for such Operating Year. Within one hundred eighty (180) days after the end of each Operating Year, Landlord shall submit to Tenant a statement reasonably detailed accounting of Operating Expenses for such Operating Year (an the “Escalation Operating Statement”) showing (1) ). If estimated payments theretofore made for such Year by Tenant exceed Tenant’s required payment on account therefor for such Operating Expenses Allocable Year, according to such accounting, Landlord shall credit the Premises incurred during the preceding calendar year, and (2) the aggregate amount of Tenant’s estimated payments during overpayment against subsequent obligations of Tenant with respect to rents next coming due (or refund such year. If such statement indicates that the aggregate amount of such estimated payments exceeds Tenant’s actual liability, then Tenant shall deduct the net overpayment from its next monthly rental payment (or, if the Lease Term has expiredended and Tenant has no further obligation to Landlord); but, Landlord shall promptly reimburse to Tenant if the amount of required payments on account thereof for such Operating Year are greater than the overpayment). If estimated payments (if any) theretofore made on account thereof for such statement indicates that Tenant’s actual liability exceeds the aggregate amount of such estimated paymentsOperating Year, then Tenant shall pay the amount of such excess make payment to Landlord within thirty (30) days following its receipt after being so advised by Landlord. (b) If the Operating Expenses for any Operating Year (as adjusted, if applicable, pursuant to the last two (2) paragraphs of subsection 6.2.1(b)) shall equal or be less than the Base Operating Expenses, Tenant shall not be obligated to make any payments to Landlord pursuant to this Section 6.2 in respect of such Operating Year, but in no event shall Tenant be entitled to any refund or reduction in the Annual Fixed Rent by reason of such fact. (c) Landlord’s statement. Landlord’s and Tenant’s obligations failure to make the payments described in the foregoing sentences shall survive the expiration or termination of this Lease. The statement render an accounting of Operating Expenses submitted by with respect to any Operating Year shall not prejudice Landlord’s right to thereafter render an accounting with respect thereto or with respect to any subsequent Operating Year, nor shall the rendering of an accounting prejudice Landlord’s right to thereafter render a corrected accounting for that Operating Year. Nothing herein contained shall restrict Landlord under from issuing an accounting at any time there is an increase in Operating Expenses during any Operating Year or any time thereafter. Notwithstanding the foregoing provisions of this Section 6.2(C6.2.2(c), if Landlord has not issued an accounting within three (3) shall become binding years after the end of an Operating Year, Tenant may give Landlord a notice thereof and conclusive if not contested by Tenant within ninety gives such notice, and, such failure continues for thirty (9030) days following such notice, Tenant shall give Landlord a second notice of such failure which notice shall set forth in bold capital letters the following statement: “IF LANDLORD FAILS TO DELIVER AN ACCOUNTING OF OPERATING EXPENSES TO TENANT WITHIN TEN (10) OPERATING DAYS AFTER RECEIPT OF THIS NOTICE, LANDLORD SHALL HAVE WAIVED ITS RIGHT TO ISSUE AN ACCOUNTING”. If Landlord does not so issue an accounting within ten (10) Operating Days after it is renderedLandlord’s receipt of such second notice, Landlord shall have waived the right to issue an accounting for the Operating Year to which, in whole or in part, such accounting relates.

Tenant’s Share of Operating Expenses. (i) Commencing as of If the Rent Commencement Date with respect to each Portion of the Premises and continuing thereafter throughout the Term of the Lease, as the same may be extended, Tenant shall, with respect to Operating Expenses for any calendar year falling within the Lease Term, or fraction of a calendar year full Operating Year falling within the Lease Term at shall exceed the beginning Base Operating Expenses or end thereofif, in the case of an Operating Year only a fraction of which is included in the Lease Term, the amount of the Operating Expenses for such Operating Year multiplied by such fraction exceeds the Base Operating Expenses multiplied by such fraction (the amount of such excess in either case being hereafter referred to as the “Excess Operating Expenses”), then Tenant shall pay to Landlord, as Additional Rent, Tenant’s Share of the Excess Operating Expenses Allocable to for such Portion Operating Year or portion thereof. Tenant’s Share of the Premises (as defined above). Except as otherwise provided in the immediately following paragraph, Tenant shall pay Excess Operating Expenses Allocable to such Portion of the Premises to Landlord, for each Operating Year shall be payable in monthly installments as Additional Rent, on or before the thirtieth (30th) day following receipt by Tenant of the statement referred to below in subpart (ii).follows: (iia) Estimated payments by Tenant on account of Tenant’s responsibility for Operating Expenses Allocable to the Premises shall be made monthly at on the time first day of each and every calendar month during the Lease Term, and otherwise in the same fashion herein provided for the payment of Annual Fixed Rent. The monthly amount so to be paid to Landlord shall be an amount sufficient to provide Landlord by the end of each Operating Year with a sum equal to Tenant’s required payments, as reasonably estimated by Landlord from time to time reasonably estimated by Landlord(provided that Tenant shall not be required to adjust its payments upon less than thirty (30) days’ notice), on account of Operating Expenses for such Operating Year. Following Subject to Section 6.2.2(c) below, within one hundred eighty (180) days after the end of each calendar yearOperating Year, Landlord shall submit to Tenant a statement (an “Escalation Statement”) showing (1) reasonably detailed accounting of Operating Expenses Allocable for such Operating Year. If estimated payments theretofore made for such Year by Tenant exceed Tenant’s required payment on account therefor for such Operating Year, according to such accounting, Landlord shall credit the Premises incurred during the preceding calendar year, and (2) the aggregate amount of Tenant’s estimated payments during overpayment against subsequent obligations of Tenant with respect to rents next coming due (or refund such year. If such statement indicates that the aggregate amount of such estimated payments exceeds Tenant’s actual liability, then Tenant shall deduct the net overpayment from its next monthly rental payment (or, if the Lease Term has expiredended and Tenant has no further obligation to Landlord); but, Landlord shall promptly reimburse to Tenant if the amount of required payments on account thereof for such Operating Year are greater than the overpayment). If estimated payments (if any) theretofore made on account thereof for such statement indicates that Tenant’s actual liability exceeds the aggregate amount of such estimated paymentsOperating Year, then Tenant shall pay the amount of such excess make payment to Landlord within thirty (30) days following its receipt after being so advised by Landlord. (b) If the Operating Expenses for any Operating Year (as adjusted, if applicable, pursuant to the last two (2) paragraphs of subsection 6.2.1(b)) shall equal or be less than the Base Operating Expenses, Tenant shall not be obligated to make any payments to Landlord pursuant to this Section 6.2 in respect of such Operating Year, but in no event shall Tenant be entitled to any refund or reduction in the Annual Fixed Rent by reason of such fact. (c) Landlord’s statement. Landlord’s and Tenant’s obligations failure to make the payments described in the foregoing sentences shall survive the expiration or termination of this Lease. The statement render an accounting of Operating Expenses submitted by with respect to any Operating Year shall not prejudice Landlord’s right to thereafter render an accounting with respect thereto or with respect to any subsequent Operating Year, nor shall the rendering of an accounting prejudice Landlord’s right to thereafter render a corrected accounting for that Operating Year. Nothing herein contained shall restrict Landlord under from issuing a revised estimate at any time there is an increase in Operating Expenses during any Operating Year or any time thereafter. Notwithstanding the foregoing provisions of this Section 6.2(C6.2.2(c), if Landlord has not issued an accounting within three (3) shall become binding years after the end of an Operating Year, Tenant may give Landlord a notice thereof and conclusive if not contested by Tenant within ninety gives such notice, and, such failure continues for thirty (9030) days after it is rendered.following such notice, Tenant shall give Landlord a second notice of such failure which notice shall set forth in bold capital letters the following statement: “IF LANDLORD FAILS TO DELIVER AN ACCOUNTING OF OPERATING EXPENSES TO TENANT WITHIN TEN (10) OPERATING DAYS AFTER RECEIPT OF THIS NOTICE, LANDLORD SHALL HAVE WAIVED ITS RIGHT TO COLLECT ADDITIONAL AMOUNTS FROM TENANT FOR THE YEAR(S)

Tenant’s Share of Operating Expenses. (i) Commencing as of If the Rent Commencement Date with respect to each Portion of the Premises and continuing thereafter throughout the Term of the Lease, as the same may be extended, Tenant shall, with respect to Operating Expenses for any calendar year falling within the Lease Term, or fraction of a calendar year full Operating Year falling within the Lease Term at shall exceed the beginning Base Operating Expenses, or end thereofif, in the case of an Operating Year only a fraction of which is included in the Lease Term, the amount of the Operating Expenses for such Operating Year multiplied by such fraction exceeds the Base Operating Expenses multiplied by such fraction (the amount of such excess in either case being hereafter referred to as the “Excess Operating Expenses”), then Tenant shall pay to Landlord, as Additional Rent, Tenant’s Share of the Excess Operating Expenses Allocable for such Operating Year or portion thereof. Such amount payable by Tenant with respect to such Portion of the Premises (as defined above). Except as otherwise provided in the immediately following paragraph, Tenant shall pay Excess Operating Expenses Allocable to such Portion of the Premises to Landlord, for each Operating Year shall be payable in monthly installments as Additional Rent, on or before the thirtieth (30th) day following receipt by Tenant of the statement referred to below in subpart (ii).follows: (iia) Estimated payments by Tenant on account of Tenant’s responsibility for Excess Operating Expenses Allocable to the Premises shall be made monthly at on the time first day of each and every calendar month during the Lease Term, and otherwise in the same fashion herein provided for the payment of Annual Fixed Rent. The monthly amount so to be paid to Landlord shall be an amount from time sufficient to time reasonably estimated provide Landlord by Landlord. Following the end of each calendar yearOperating Year with a sum equal to Tenant’s required payments, as reasonably estimated by Landlord from time to time, on account of Excess Operating Expenses for such Operating Year. Within one hundred twenty (120) days after the end of each Operating Year, Landlord shall submit to Tenant a statement (an “Escalation Statement”) showing (1) reasonably detailed accounting of Operating Expenses Allocable for such Operating Year, showing a breakdown by major line items. If estimated payments theretofore made for such Year by Tenant exceed Tenant’s required payment on account therefore for such Operating Year, according to such accounting, Landlord shall credit the Premises incurred during the preceding calendar year, and (2) the aggregate amount of Tenant’s estimated payments during such year. If such statement indicates that overpayment against subsequent obligations of Tenant with respect to Excess Operating Expenses, or, if the aggregate amount of such estimated payments overpayment exceeds five (5%) percent of the amount paid by Tenant with respect to Excess Operating Expenses for the Operating Year in question, at Tenant’s actual liabilityelection, then Tenant Landlord shall deduct refund the net amount of such overpayment from its next monthly rental payment (orto Tenant, rather than crediting the amount of such overpayment against subsequent obligations of Tenant. In any event, Landlord shall refund such overpayment if the Lease Term has expired, Landlord shall promptly reimburse ended and Tenant has no further obligation to Tenant the amount of the overpayment)Landlord. If the required payments on account thereof for such statement indicates that Tenant’s actual liability exceeds Operating Year are greater than the aggregate amount of estimated payments (if any) theretofore made on account thereof for such estimated paymentsOperating Year, then Tenant shall pay the amount of such excess make payment to Landlord within thirty (30) days following its receipt after being so advised by Landlord. (b) If the Operating Expenses for any Operating Year (as adjusted, if applicable, pursuant to the last two (2) paragraphs of Landlord’s statement. Landlord’s and Tenant’s obligations subsection 6.2.1(b)) shall equal or be less than the Base Operating Expenses, Tenant shall not be obligated to make the any payments described to Landlord pursuant to this Section 6.2 in respect of such Operating Year, but in no event shall Tenant be entitled to any refund or reduction in the foregoing sentences shall survive the expiration or termination Annual Fixed Rent by reason of this Lease. The statement of Operating Expenses submitted by Landlord under this Section 6.2(C) shall become binding and conclusive if not contested by Tenant within ninety (90) days after it is renderedsuch fact.

Tenant’s Share of Operating Expenses. (i) Commencing as of the Rent Commencement Date with respect to each Portion of the Premises and continuing thereafter throughout the Term of the Lease, as the same may be extended, 7.1. Tenant shall, with respect to any calendar year falling within the Lease Term, or fraction of a calendar year falling within the Lease Term at the beginning or end thereof, shall pay to Landlord, as Additional Rentduring the Term of this Lease, its proportionate share of the Operating Expenses Allocable to such Portion of the Premises (as defined above). Except as otherwise provided in the immediately following paragraph, Tenant shall pay Operating Expenses Allocable to such Portion of the Premises to Landlord, as Additional Rent, on or before the thirtieth (30th) day following receipt by Tenant of the statement referred to below in subpart (ii). (ii) Estimated payments by Tenant on account of Tenant’s responsibility for Operating Expenses Allocable to the Premises shall be made monthly at the time and in the fashion herein provided for the payment of Annual Fixed RentShopping Center. The amount so proportionate share to be paid by Tenant shall be computed by multiplying the Operating Expenses by a fraction, the numerator of which shall be the number of leasable square foot of floor area in the Demised Premises and the denominator of which shall be the total number of leasable square feet of floor area (exclusive of any mezzanine storage area) in the Shopping Center. Tenant's proportionate share of the Operating Expenses for each Lease Year shall be paid in monthly installments on the first day of each calendar month in advance in an amount estimated by Landlord from time to time. Estimated payments for the first Lease Year shall be as set forth on the Data Sheet. Within one hundred and twenty (120) days or such other reasonable time reasonably estimated by Landlord. Following after the end of each calendar yearLease Year, Landlord shall submit furnish Tenant with a statement (an “Escalation Statement”) showing (1) Operating Expenses Allocable to of the Premises incurred during the preceding calendar year, and (2) the aggregate actual amount of Tenant’s estimated payments during 's proportionate share of the Operating Expenses for such year. If period, but failure by Landlord to furnish such statement indicates that within such period shall not relieve Tenant of its obligations to make the aggregate amount payment due hereunder. In the event the total of Xxxxxx's monthly installments for any Lease Year does not equal Tenant's proportionate share as shown on such estimated payments exceeds Tenant’s actual liabilitystatement, then Tenant shall deduct the net overpayment from its next monthly rental payment (orshall, if the Lease Term has expired, Landlord shall promptly reimburse to Tenant the amount of the overpayment). If such statement indicates that Tenant’s actual liability exceeds the aggregate amount of such estimated payments, then Tenant shall pay the amount of such excess within thirty (30) days following its of receipt of Landlord’s such statement, pay Landlord any deficiency or Landlord upon receipt of such annual statement shall issue to Tenant a credit invoice for such excess, as the case may be. Landlord’s For any period within the Term of this Lease that is less than a full year, the annual charge shall be prorated by multiplying the Operating Expenses for such year by a fraction, the numerator of which shall be the number of days of such year during which the Term of this Lease was in effect and Tenant’s obligations the denominator shall be three hundred sixty five (365). 7.2. Operating Expenses shall be all expenses incurred by Landlord in operating and maintaining the Shopping Center and the common areas and facilities maintained for the benefit of the Shopping Center, including, without limitation, all expenses incurred to make keep the payments described Shopping Center and all buildings comprising it in good order and repair, and for lighting, all utilities for the foregoing sentences common areas, elevator maintenance and repair, cleaning, painting, insurance (including Liability insurance for personal injury, death and property damage, and insurance against fire, theft or other casualties), removing snow, ice, debris, and surface water, sewer, striping, security police, electronic intrusion and fire control devices and telephonic alert system devices, equipment depreciation, workers' compensation insurance covering personnel, fidelity bonds for personnel, fees for permits, licenses and management services, all costs and expenses of plantings, rebuilding and replacing flowers, shrubbery and planters, and all costs and expenses of operating, maintaining, repairing, and replacing paving, curbs, sidewalks, walls, retaining walls, ramps, foundations, walkways, roadways, parking surfaces, roofing, signage, landscaping, drainage, utilities, machines and equipment, and lighting facilities, and all utilities, conduits, facilities and appurtenances serving buildings and its common areas and facilities that are part of the Shopping Center and the annual amortization or depreciation of any capital improvement Landlord makes in order to comply with safety or any other requirements of any federal, state, or local law or governmental regulation, cost of personnel required or deemed necessary by Landlord to provide such aforesaid services, and to the sum total of all the above shall survive be added a sum equal to fifteen percent (15%) thereof for administration. Such costs and expenses shall not include the expiration initial construction costs incurred in building the Shopping Center, but shall include the acquisition cost (rental fees and/or purchase price or, in lieu of purchase price, the annual depreciation allocable thereto) of machinery and equipment used in connection with said maintenance and operation. An annual statement of the Operating Expenses shall be made available to Tenant for inspection. 7.3. Landlord shall not be liable for any loss or termination damage suffered by Tenant either by failure to supply security service or for any loss attributable to such security services when they are supplied no matter how caused. It is specifically understood and agreed that by supplying security services, Landlord shall not be deemed to relieve Tenant of its duty to maintain security within the Demised Premises nor of its performance of the terms covenants and conditions of this Lease. The statement of Operating Expenses submitted by Landlord under this Section 6.2(C) shall become binding and conclusive if not contested by Tenant within ninety (90) days after it is rendered.