Common use of Adjustment Mechanism Clause in Contracts

Adjustment Mechanism. (1) It is hereby agreed that during each Lease Year Tenant shall pay to Landlord, as Additional Rent, the Pro Rata Share of the Operating Expenses for such Lease Year in excess of the Base Operating Expenses, payable monthly, in advance, at the rate of one twelfth (1/12) of Landlord’s estimate thereof, on the same date and at the same place Base Rent is payable, with an adjustment to be made between the parties at a later date as hereinafter provided. As soon as practicable following the end of any Lease Year, Landlord shall submit to Tenant a statement setting forth the exact amount of the Operating Expenses for the Lease Year just completed and the difference, if any, between the actual Pro Rata Share of the Operating Expenses for the Lease Year just completed in excess of the Base Operating Expenses and the total amount of the estimated payments of the Pro Rata Share of Operating Expenses which was paid in accordance with this Subsection for such year. Such statement may also set forth the amount of the estimated Operating Expenses reimbursement for the new Lease Year or Landlord may provide such information in a separate statement issued to Tenant at such earlier date to coincide with the start of the new Lease Year. To the extent that the actual Pro Rata Share of Operating Expenses in excess of the Base Operating Expenses for any period covered by such statement is greater than the estimated amounts previously paid by Tenant during the same period, Tenant shall pay to Landlord the difference by cashier’s check or money order within thirty (30) days following receipt of said statement from Landlord. To the extent that the actual Pro Rata Share of Operating Expenses for the period covered by the statement is less than the estimated amount which Tenant previously paid during such period, Landlord shall credit the excess against any sums then owing or next coming due from Tenant to Landlord. In addition, until Tenant receives a statement indicating otherwise, Tenant’s monthly payment of its estimated share of Operating Expenses for the new Lease Year shall continue to be paid at the rate for the previous Lease Year, but Tenant shall commence payment to Landlord of the monthly installments of Tenant’s estimated share of Operating Expenses on the basis of the new statement beginning on the first day of the month following the month in which Tenant receives such statement. If the statement reflects a change in the monthly reimbursement amount, such difference shall be adjusted by increasing or decreasing the first monthly reimbursement payment after the statement is given in order to bring the reimbursement amount for the new Lease Year current as of such date. (2) Tenant’s obligation with respect to its Pro Rata Share of the Operating Expenses shall survive the expiration or early termination of this Lease, and subsequent to such expiration or termination Tenant shall pay its Pro Rata Share of the actual Operating Expenses for the portion of the final Lease Year of the Lease during which Tenant was obligated to pay such expenses. If Tenant occupies the demised Premises for less than a full calendar year during the first or last Lease Years of the term hereof, the Pro Rata Share for such partial year shall be prorated based upon the number of calendar months and days during which Tenant occupied the Premises. Tenant shall pay its Pro Rata Share of any such increases within thirty (30) days following receipt of notice thereof. (3) Tenant shall have the right, at any time within ninety (90) days after a statement of actual Operating Expenses for a particular Lease Year has been rendered by Landlord as provided herein, at its sole cost and expense, to examine Landlord’s books and records relating to the determination of Operating Expenses; provided, however, that Tenant shall give Landlord prior written notice of its intent to exercise such right, the inspection may not take place outside of normal business hours, and Tenant shall not interfere with Landlord’s normal business activities. Unless Tenant objects to the rental adjustment within said ninety (90) day period, such statement and adjustment shall be deemed conclusive. (4) In the event that the Rentable Area is not fully occupied during any particular Lease Year, Landlord’s Accountants may adjust those Operating Expenses for the particular Lease Year, or portion thereof, as the case may be, which are affected by the occupancy rates to reflect an occupancy of not less than ninety-five percent (95%) of all such Rentable Area.

Adjustment Mechanism. (1) During each calendar year of the Term, Tenant agrees to pay to Landlord an amount (the “Expense Payment”) equal to Tenant’s Prorata Share of the amount of the increase in each of the categories of Operating Expenses, Real Estate Taxes and Utilities over the Base Year expenses for each such category of the Common Expenses. It is hereby agreed that during each Lease Year Tenant shall pay to Landlord, as Additional Rent, the Pro Rata Share of the Operating Expenses for such Lease Year in excess of the Base expenses constituting Operating Expenses, payable monthlyReal Estate Taxes and Utilities shall be segregated from one another and calculated independently, in advanceand if the actual expense for any one of the three categories of Common Expenses is less than the Base Year expense for that category, at such decrease shall not be netted against any increase from any other category of the rate Common Expenses. (2) Beginning with the first month of one twelfth (1/12) of Landlord’s estimate thereof, the first calendar year following the Base Year and continuing on each succeeding month during the Term subject to adjustment by Landlord on the same date and at the same place Base Rent is payable, with an adjustment to be made between the parties at a later date as hereinafter provided. As soon as practicable following the end first month of any Lease Year, Landlord shall submit to Tenant a statement setting forth the exact amount of the Operating Expenses for the Lease Year just completed and the difference, if any, between the actual Pro Rata Share of the Operating Expenses for the Lease Year just completed in excess of the Base Operating Expenses and the total amount of the estimated payments of the Pro Rata Share of Operating Expenses which was paid in accordance with this Subsection for such year. Such statement may also set forth the amount of the estimated Operating Expenses reimbursement for the new Lease Year or Landlord may provide such information in a separate statement issued to Tenant at such earlier date to coincide with the start of the new Lease Year. To the extent that the actual Pro Rata Share of Operating Expenses in excess of the Base Operating Expenses for any period covered by such statement is greater than the estimated amounts previously paid by Tenant each succeeding calendar year during the same periodTerm, Tenant shall pay to Landlord monthly on the difference first day of each month an amount equal to one-twelfth (1/12) of the estimated Expense Payment for the new calendar year as reasonably estimated by cashier’s check or money order within thirty (30) days following receipt of said statement from Landlord. To the extent that the actual Pro Rata Share of Operating Expenses for the period covered by the statement is less than the estimated amount which Tenant previously paid during such period, Landlord shall credit the excess against any sums then owing or next coming due provide a statement of such estimated Expense Payment to Tenant upon Landlord’s determination thereof, which estimate may be adjusted from Tenant time to Landlordtime. In addition, until Until Tenant receives a statement indicating otherwisesuch statement, Tenant’s monthly payment of its estimated share of Operating Expenses for the new Lease Year calendar year shall continue to be paid at the rate for the previous Lease Yearthen current rate; however, but Tenant shall commence payment to Landlord of the monthly installments of Tenant’s estimated share of Operating Expenses on the basis of begin making the new statement monthly estimated Expense Payment beginning on the first day of the month following the month in which Tenant receives such statement. If the statement reflects a change in the monthly reimbursement amount, Notwithstanding when such difference shall be adjusted by increasing or decreasing the first monthly reimbursement payment after the statement is given in order received, Tenant acknowledges its obligations for and agrees to bring the reimbursement amount for pay when billed Tenant the new Lease Year current as monthly estimate of the Expense Payment for each new calendar year retroactive to the commencement of such datenew calendar year. (23) As soon as practicable following the end of each calendar year during the Term, beginning with the end of the calendar year following the Base Year, Landlord shall submit to Tenant a statement (the “Common Expenses Statement”) setting forth the actual amount of the Expense Payment for the calendar year just completed. To the extent that the Expense Payment for the period covered by such Common Expenses Statement exceeds the monthly- billed estimates thereof for the calendar year just completed, Tenant shall pay to Landlord the difference within thirty (30) days following its receipt of such Common Expenses Statement from Landlord. To the extent that the Expense Payment for the period covered by such Common Expenses Statement is less than the monthly-billed estimates thereof for the calendar year just completed, Landlord shall credit the difference against the estimated Expense Payment owed by Tenant for the then current calendar year. (4) Tenant’s obligation with respect covenant to its Pro Rata Share of pay the Operating Expenses Expense Payment shall survive the expiration or early termination of this LeaseLease and Landlord shall have the right to retain the Security Deposit (as hereinafter defined), and subsequent or so much thereof as Landlord deems necessary, to such expiration or termination Tenant shall pay its Pro Rata Share secure payment of the actual Operating Expenses Expense Payment for the portion of the final Lease Year year of the Lease during which Tenant was obligated to pay such expensesExpense Payment. If Tenant occupies the demised Premises for final year of this Lease is less than a full calendar year during year, then the first or last Lease Years of the term hereof, the Pro Rata Share Expense Payment for such partial calendar year shall be prorated based upon the number of calendar months and days during which Tenant occupied the Premisesprorated. Tenant shall pay its Pro Rata Share of any such increases within thirty (30) days following receipt of notice thereof. (3) Tenant shall have the right, at any time Tenant’s failure to object to a Common Expenses Statement within ninety (90) days after a statement of actual Operating its receipt thereof in writing stating with specificity Tenant’s objections to any such Common Expenses for a particular Lease Year has been rendered by Statement shall constitute Tenant’s agreement with respect thereto and shall conclusively render such Common Expenses Statement final, complete and binding on Landlord as provided herein, at its sole cost and expense, to examine Landlord’s books and records relating to the determination of Operating Expenses; provided, however, that Tenant shall give Landlord prior written notice of its intent to exercise such right, the inspection may not take place outside of normal business hours, and Tenant. Tenant shall not interfere be entitled to withhold payment in any event and/or at any time with Landlord’s normal business activitiesrespect to any such Common Expenses Statement or any portion thereof for any reason, but payment by Tenant of such Common Expenses Statement shall not preclude Tenant from thereafter disputing the correctness or completeness thereof in accordance herewith. Unless If Tenant objects to the rental adjustment shall dispute any Common Expenses Statement and Landlord and Tenant cannot resolve such dispute within said ninety (90) day period, such statement and adjustment shall be deemed conclusive. four (4) In the event months after Tenant provides such written notice to Landlord disputing any Common Expenses Statement, then either Landlord or Tenant may require that the Rentable Area is not fully occupied during any particular Lease Yearmatter be referred to arbitration pursuant to Paragraph 6(c) below. Throughout the Term, Landlord shall preserve its records with respect to all Common Expenses and shall, upon the request of Tenant, provide such records to Tenant in a digital format or make such records available to Tenant for review and copying at Landlord’s Accountants may adjust those Operating Expenses for offices in the particular Lease Year, or portion thereof, as the case may be, which are affected by the occupancy rates to reflect an occupancy of not less than ninety-five percent (95%) of all such Rentable AreaBuilding.

Adjustment Mechanism. (1) During each calendar year of the Term, ▇▇▇▇▇▇ agrees to pay to Landlord an amount (the “Expense Payment”) equal to Tenant’s Prorata Share of the amount of the increase in each of the categories of Operating Expenses, Real Estate Taxes and Utilities over the Base Year expenses for each such category of the Common Expenses. It is hereby agreed that during each Lease Year Tenant shall pay to Landlord, as Additional Rent, the Pro Rata Share of the Operating Expenses for such Lease Year in excess of the Base expenses constituting Operating Expenses, payable monthlyReal Estate Taxes and Utilities shall be segregated from one another and calculated independently, in advanceand if the actual expense for any one of the three categories of Common Expenses is less than the Base Year expense for that category, at such decrease shall not be netted against any increase from any other category of the rate Common Expenses. (2) Beginning with the first month of one twelfth (1/12) of Landlord’s estimate thereof, the first calendar year following the Base Year and continuing on each succeeding month during the Term subject to adjustment by Landlord on the same date and at the same place Base Rent is payable, with an adjustment to be made between the parties at a later date as hereinafter provided. As soon as practicable following the end first month of any Lease Year, Landlord shall submit to Tenant a statement setting forth the exact amount of the Operating Expenses for the Lease Year just completed and the difference, if any, between the actual Pro Rata Share of the Operating Expenses for the Lease Year just completed in excess of the Base Operating Expenses and the total amount of the estimated payments of the Pro Rata Share of Operating Expenses which was paid in accordance with this Subsection for such year. Such statement may also set forth the amount of the estimated Operating Expenses reimbursement for the new Lease Year or Landlord may provide such information in a separate statement issued to Tenant at such earlier date to coincide with the start of the new Lease Year. To the extent that the actual Pro Rata Share of Operating Expenses in excess of the Base Operating Expenses for any period covered by such statement is greater than the estimated amounts previously paid by Tenant each succeeding calendar year during the same periodTerm, Tenant shall pay to Landlord monthly on the difference first day of each month an amount equal to one-twelfth (1/12) of the estimated Expense Payment for the new calendar year as reasonably estimated by cashier’s check or money order within thirty (30) days following receipt of said statement from Landlord. To the extent that the actual Pro Rata Share of Operating Expenses for the period covered by the statement is less than the estimated amount which Tenant previously paid during such period, Landlord shall credit the excess against any sums then owing or next coming due provide a statement of such estimated Expense Payment to Tenant upon ▇▇▇▇▇▇▇▇’s determination thereof, which estimate may be adjusted from Tenant time to Landlordtime. In addition, until Until Tenant receives a statement indicating otherwisesuch statement, Tenant▇▇▇▇▇▇’s monthly payment of its estimated share of Operating Expenses for the new Lease Year calendar year shall continue to be paid at the rate for the previous Lease Yearthen current rate; however, but Tenant shall commence payment to Landlord of the monthly installments of Tenant’s estimated share of Operating Expenses on the basis of begin making the new statement monthly estimated Expense Payment beginning on the first day of the month following the month in which Tenant ▇▇▇▇▇▇ receives such statement. If the statement reflects a change in the monthly reimbursement amount, Notwithstanding when such difference shall be adjusted by increasing or decreasing the first monthly reimbursement payment after the statement is given in order received, Tenant acknowledges its obligations for and agrees to bring the reimbursement amount for pay when billed Tenant the new Lease Year current as monthly estimate of the Expense Payment for each new calendar year retroactive to the commencement of such datenew calendar year. (23) As soon as practicable following the end of each calendar year during the Term, beginning with the end of the calendar year following the Base Year, Landlord shall submit to Tenant a statement (the “Common Expenses Statement”) setting forth the actual amount of the Expense Payment for the calendar year just completed. To the extent that the Expense Payment for the period covered by such Common Expenses Statement exceeds the monthly- billed estimates thereof for the calendar year just completed, Tenant shall pay to Landlord the difference within thirty (30) days following its receipt of such Common Expenses Statement from Landlord. To the extent that the Expense Payment for the period covered by such Common Expenses Statement is less than the monthly-billed estimates thereof for the calendar year just completed, Landlord shall credit the difference against the estimated Expense Payment owed by Tenant for the then current calendar year. (4) Tenant’s obligation with respect covenant to its Pro Rata Share of pay the Operating Expenses Expense Payment shall survive the expiration or early termination of this LeaseLease and Landlord shall have the right to retain the Security Deposit (as hereinafter defined), and subsequent or so much thereof as Landlord deems necessary, to such expiration or termination Tenant shall pay its Pro Rata Share secure payment of the actual Operating Expenses Expense Payment for the portion of the final Lease Year year of the Lease during which Tenant was obligated to pay such expensesExpense Payment. If Tenant occupies the demised Premises for final year of this Lease is less than a full calendar year during year, then the first or last Lease Years of the term hereof, the Pro Rata Share Expense Payment for such partial calendar year shall be prorated based upon the number of calendar months and days during which Tenant occupied the Premisesprorated. Tenant shall pay its Pro Rata Share of any such increases within thirty (30) days following receipt of notice thereof. (3) Tenant shall have the right, at any time Tenant’s failure to object to a Common Expenses Statement within ninety (90) days after a statement of actual Operating its receipt thereof in writing stating with specificity Tenant’s objections to any such Common Expenses for a particular Lease Year has been rendered by Statement shall constitute Tenant’s agreement with respect thereto and shall conclusively render such Common Expenses Statement final, complete and binding on Landlord as provided herein, at its sole cost and expense, to examine Landlord’s books and records relating to the determination of Operating Expenses; provided, however, that Tenant shall give Landlord prior written notice of its intent to exercise such right, the inspection may not take place outside of normal business hours, and Tenant. Tenant shall not interfere be entitled to withhold payment in any event and/or at any time with Landlord’s normal business activitiesrespect to any such Common Expenses Statement or any portion thereof for any reason, but payment by Tenant of such Common Expenses Statement shall not preclude Tenant from thereafter disputing the correctness or completeness thereof in accordance herewith. Unless If Tenant objects to the rental adjustment shall dispute any Common Expenses Statement and Landlord and Tenant cannot resolve such dispute within said ninety (90) day period, such statement and adjustment shall be deemed conclusive. four (4) In the event months after Tenant provides such written notice to Landlord disputing any Common Expenses Statement, then either Landlord or Tenant may require that the Rentable Area is not fully occupied during any particular Lease Yearmatter be referred to arbitration pursuant to Paragraph 6(c) below. Throughout the Term, Landlord shall preserve its records with respect to all Common Expenses and shall, upon the request of Tenant, provide such records to Tenant in a digital format or make such records available to Tenant for review and copying at Landlord’s Accountants may adjust those Operating Expenses for offices in the particular Lease Year, or portion thereof, as the case may be, which are affected by the occupancy rates to reflect an occupancy of not less than ninety-five percent (95%) of all such Rentable AreaBuilding.

Adjustment Mechanism. (1a) It is hereby agreed that during As provided below, for each calendar year of the Lease Year Term (including the calendar year in which the Lease Term commences) Tenant shall pay to Landlord, as Additional Rent, the Landlord Tenant’s Pro Rata Share of the amount of the increase in the Operating Expenses for the calendar year just completed over Base Operating Expenses and shall also pay to Landlord monthly during each calendar year following the year in which the Lease Term commences, an estimate of Tenant’s Pro Rata Share of the amount by which actual Operating Expenses attributable to the calendar year during which such Lease Year in excess of amounts are paid will exceed the Base Operating Expenses, payable monthly, in advance, at the rate of one twelfth (1/12) of Landlord’s estimate thereof, on the same date and at the same place Base Rent is payable, with an adjustment to be made between the parties at a later date as hereinafter provided. As soon as practicable following after the end of any each calendar year during the Lease YearTerm, beginning with the end of the calendar year in which the Lease Term commences, Landlord shall submit to Tenant a statement setting forth forth: (a) the exact amount of the Operating Expenses increase, if any, in the amount of Tenant’s Pro Rata Share for the Lease Year calendar year just completed over Base Operating Expenses; and (b) for each calendar year following the year in which the Lease Term commences, the difference, if any, between the amount of Tenant’s actual Pro Rata Share of the Operating Expenses for the Lease Year calendar year just completed in excess of the Base Operating Expenses and the total estimated amount of the estimated payments of the Tenant’s Pro Rata Share of Operating Expenses which was the increases paid in accordance with this Subsection for such that year. Such Each statement may shall also set forth the amount of the estimated increases in Operating Expenses reimbursement over Base Operating Expenses for the new Lease Year or Landlord may provide such information calendar year computed in a separate statement issued to Tenant at such earlier date to coincide accordance with the start of the new Lease Yearforegoing. To the extent that the actual amount of Tenant’s Pro Rata Share of Operating Expenses in excess of actual increases for the Base Operating Expenses for any period covered by such statement is greater higher than Tenant’s payments (if any) of its Pro Rata Share of the estimated amounts previously paid by Tenant during increases for the same periodcalendar year just completed, Tenant shall pay to Landlord the difference by cashier’s check or money order in cash within thirty (30) 30 days following receipt of said the statement from Landlord. To If, however, the extent that the actual amount of Tenant’s Pro Rata Share of Operating Expenses the actual increases for the period covered by the statement is less than the amount of Tenant’s Pro Rata Share of the estimated amount which Tenant previously increases paid during such periodthe calendar year just completed, Landlord shall credit the excess difference against any sums then owing or next coming due from Tenant to Landlord. In addition, until Tenant receives a statement indicating otherwise, the Tenant’s monthly estimated payment of its estimated share of for such Operating Expenses for the new Lease Year current year. Until Tenant receives each such statement, Tenant shall continue to be paid at pay the rate amount required for the previous Lease Yearprior year, but Tenant shall commence payment to Landlord of the monthly installments of Tenant’s estimated share of Operating Expenses such estimates on the basis of the new statement beginning on the first day of the month following the month in which Tenant receives such statement. If Tenant shall also pay to Landlord or deduct from the statement reflects a change in rent, as the case may be, the difference, if any, between the monthly reimbursement amountinstallments of rent, such difference shall be adjusted by increasing or decreasing the first monthly reimbursement payment after the statement is given in order to bring the reimbursement amount so adjusted, for the new Lease Year current as year and the monthly installments of such daterent actually paid during the new year. (2b) Tenant’s obligation with respect to payment of its Pro Rata Share of the Operating Expenses increases shall survive the expiration or early termination of this LeaseLease and Landlord shall have the right to retain the Security Deposit, and subsequent or so much of it as it deems necessary, to secure such expiration or termination Tenant shall pay its Pro Rata Share of payment attributable to the actual Operating Expenses for the portion of the final year in which this Lease Year of the Lease during which Tenant was obligated to pay such expensesterminates. If Tenant occupies the demised Premises this Lease is in effect for less than a full calendar year during the first or last Lease Years calendar year of the term hereofLease Term, the Tenant’s Pro Rata Share for such partial year shall be prorated based upon calculated by proportionately reducing the Base Operating Expenses to reflect the number of calendar months and days in such year during which Tenant occupied this Lease was in effect (the Premises. Tenant “Adjusted Base Operating Expenses”), and the Adjusted Base Operating Expenses shall pay its Pro Rata Share then be compared with the actual Operating Expenses for that partial year to determine the amount, if any, of any increases in the actual Operating Expenses for such increases within thirty (30) days following receipt of notice thereofpartial year over the Adjusted Base Operating Expenses. (3c) Tenant shall have the right, at any time right within ninety (90) 30 days after a statement of actual Operating Expenses for a particular Lease Year calendar year has been rendered by Landlord as provided hereinLandlord, upon notice to Landlord, at its Tenant’s sole cost and expensecost, to examine Landlord’s books and records relating to the determination of those Operating Expenses; provided, however, that Tenant shall give Landlord prior written notice of its intent to exercise such right, the inspection may not take place outside of normal business hours, and Tenant shall not interfere with Landlord’s normal business activities. Unless Tenant objects to the resulting rental adjustment within said ninety (90) the 30-day period, such the statement and adjustment shall be deemed conclusive. (4d) In computing increases, any special assessments shall be deemed payable in such number of installments as permitted by law, whether or not actually so paid. If the event Business Park has not been fully assessed as a completed structure, then for the purposes of computing the Operating Expenses for any adjustment herein, Taxes shall be adjusted by Landlord as of the date on which the adjustment is to be made to reflect full completion of the Business Park including installation of tenant finish work for all Rentable Area. If any lease entered into by Landlord with any tenant in the Business Park is on a so-called “net” basis, or provides for a separate basis of computation for any Operating Expenses, then, to the extent that Landlord’s Accountants determine that an adjustment should be made in making the computations herein, Landlord’s Accountants shall be permitted to modify the computation of Base Operating Expenses, Rentable Area, and Operating Expenses for a particular Lease Year in order to eliminate or otherwise modify any such expenses which are paid for in whole or in part by such tenant. In making the computations above Landlord’s Accountants shall also be permitted to make such adjustments and modifications to the provisions of this Section as shall be reasonably necessary to achieve the intention of the parties. If the Rentable Area is not fully occupied during any particular a Lease Year, Landlord’s Accountants may shall reasonably adjust those Operating Expenses which are affected by the occupancy rates for the particular that Lease Year, or portion thereof, as the case may be, which are affected by the occupancy rates to reflect an occupancy of not less than ninety-five percent 95% occupancy. (95%e) of all such The Rentable Area, the Base Rent, and Tenant’s Pro Rata Share may be appropriately recalculated and adjusted in the event that the Business Park and/or Premises are measured upon completion and it is determined that the square footage of the Business Park and/or Premises differs from those figures set forth in Section 1 of this Lease.

Adjustment Mechanism. (1a) It is hereby agreed that during As provided below, for each calendar year of the Lease Year Term (including the calendar year in which the Lease Term commences) Tenant shall pay to Landlord, as Additional Rent, the Landlord Tenant’s Pro Rata Share of the amount of the increase in the Operating Expenses for the calendar year just completed over Base Operating Expenses and shall also pay to Landlord monthly during each calendar year following the year in which the Lease Term commences, an estimate of Tenant’s Pro Rata Share of the amount by which actual Operating Expenses attributable to the calendar year during which such Lease Year in excess of amounts are paid will exceed the Base Operating Expenses, payable monthly, in advance, at the rate of one twelfth (1/12) of Landlord’s estimate thereof, on the same date and at the same place Base Rent is payable, with an adjustment to be made between the parties at a later date as hereinafter provided. As soon as practicable following after the end of any each calendar year during the Lease YearTerm, beginning with the end of the calendar year in which the Lease Term commences, Landlord shall submit to Tenant a statement setting forth forth: (a) the exact amount of the Operating Expenses increase, if any, in the amount of Tenant’s Pro Rata Share for the Lease Year calendar year just completed over Base Operating Expenses; and (b) for each calendar year following the year in which the Lease Term commences, the difference, if any, between the amount of Tenant’s actual Pro Rata Share of the Operating Expenses for the Lease Year calendar year just completed in excess of the Base Operating Expenses and the total estimated amount of the estimated payments of the Tenant’s Pro Rata Share of Operating Expenses which was the increases paid in accordance with this Subsection for such that year. Such Each statement may shall also set forth the amount of the estimated increases in Operating Expenses reimbursement over Base Operating Expenses for the new Lease Year or Landlord may provide such information calendar year computed in a separate statement issued to Tenant at such earlier date to coincide accordance with the start of the new Lease Yearforegoing. To the extent that the actual amount of Tenant’s Pro Rata Share of Operating Expenses in excess of actual increases for the Base Operating Expenses for any period covered by such statement is greater higher than Tenant’s payments (if any) of its Pro Rata Share of the estimated amounts previously paid by Tenant during increases for the same periodcalendar year just completed, Tenant shall pay to Landlord the difference by cashier’s check or money order within thirty (30) 30 days following receipt of said the statement from Landlord. To If, however, the extent that the actual amount of Tenant’s Pro Rata Share of Operating Expenses the actual increases for the period covered by the statement is less than the estimated amount which Tenant previously actually paid during such periodthe calendar year just completed, Landlord shall credit the excess difference against any sums then owing or next coming due from Tenant to Landlord. In addition, until Tenant receives a statement indicating otherwise, the Tenant’s monthly estimated payment of its estimated share of obligation for such Operating Expenses for the new current year, and in respect of credits attributable to the last Lease Year Year, Landlord shall remit such excess amount to Tenant within thirty (30) days of the date of expiration of this Lease. Until Tenant receives each such statement, Tenant shall continue to be paid at pay the rate amount required for the previous Lease Yearprior year, but Tenant shall commence payment to Landlord of the monthly installments of Tenant’s estimated share of Operating Expenses such estimates on the basis of the new statement beginning on the first day of the month following the month in which Tenant receives such statement. If Tenant shall also pay to Landlord or deduct from the statement reflects a change in rent, as the case may be, the difference, if any, between the monthly reimbursement amountinstallments of rent, such difference shall be adjusted by increasing or decreasing the first monthly reimbursement payment after the statement is given in order to bring the reimbursement amount so adjusted, for the new Lease Year current as year and the monthly installments of such daterent actually paid during the new year. (2b) Tenant’s obligation with respect to payment of its Pro Rata Share of the Operating Expenses increases shall survive the expiration or early termination of this LeaseLease and Landlord shall have the right to retain the Security Deposit, and subsequent or so much of it as it deems necessary, to secure such expiration or termination Tenant shall pay its Pro Rata Share of payment attributable to the actual Operating Expenses for the portion of the final year in which this Lease Year of the Lease during which Tenant was obligated to pay such expensesterminates. If Tenant occupies the demised Premises this Lease is in effect for less than a full calendar year during the first or last Lease Years calendar year of the term hereofLease Term, the Tenant’s Pro Rata Share for such partial year shall be prorated based upon calculated by proportionately reducing the Base Operating Expenses to reflect the number of calendar months and days in such year during which Tenant occupied this Lease was in effect (the Premises. Tenant “Adjusted Base Operating Expenses”), and the Adjusted Base Operating Expenses shall pay its Pro Rata Share then be compared with the actual Operating Expenses for that partial year to determine the amount, if any, of any increases in the actual Operating Expenses for such increases within thirty (30) days following receipt of notice thereofpartial year over the Adjusted Base Operating Expenses. (3c) Tenant shall have the right, at any time right within ninety (90) 60 days after a statement of actual Operating Expenses for a particular Lease Year calendar year has been rendered by Landlord as provided hereinLandlord, upon notice to Landlord, at its Tenant’s sole cost and expensecost, to examine Landlord’s books and records relating to the determination of those Operating Expenses; provided, however, that Tenant shall give Landlord prior written notice of its intent to exercise such right, the inspection may not take place outside of normal business hours, and Tenant shall not interfere with Landlord’s normal business activities. Unless Tenant objects to the resulting rental adjustment within said ninety (90) the 60-day period, such the statement and adjustment shall be deemed conclusive. (4d) In computing increases, any special assessments shall be deemed payable in such number of installments as permitted by law, whether or not actually so paid. If the event Building has not been fully assessed as a completed structure, then for the purposes of computing the Operating Expenses for any adjustment herein, Taxes shall be adjusted by Landlord as of the date on which the adjustment is to be made to reflect full completion of the Building including installation of tenant finish work for all Rentable Area. If any lease entered into by Landlord with any tenant in the Building is on a so-called “net” basis, or provides for a separate basis of computation for any Operating Expenses, then, to the extent that Landlord’s Accountants determine that an adjustment should be made in making the computations herein, Landlord’s Accountants shall be permitted to modify the computation of Base Operating Expenses, Rentable Area, and Operating Expenses for a particular Lease Year in order to eliminate or otherwise modify any such expenses which are paid for in whole or in part by such tenant. In making the computations above Landlord’s Accountants shall also be permitted to make such adjustments and modifications to the provisions of this Section as shall be reasonably necessary to achieve the intention of the parties. If the Rentable Area is not fully occupied during any particular a Lease Year, Landlord’s Accountants may shall reasonably adjust those Operating Expenses which are affected by the occupancy rates for the particular that Lease Year, or portion thereof, as the case may be, which are affected by the occupancy rates to reflect an occupancy of not less than ninety-five percent full occupancy. (95%e) of all such The Rentable Area, the Base Rent, and Tenant’s Pro Rata Share may be appropriately recalculated and adjusted in the event that the Building and/or Premises are measured upon completion and it is determined that the square footage of the Building and/or Premises differs from those figures set forth in Section 1 of this Lease.

Adjustment Mechanism. (1i) It Commencing in the calendar year "201_" (hereinafter "Comparison Year"), Tenant shall pay Landlord as Additional Rent Tenant's Proportionate Share of any Excess Operating Expenses. There shall be a non-cumulative five percent (5%) cap per year on all Operating Expenses (controllable and non-controllable). Therefore, Operating Expenses shall not increase by more five percent (5%) over the previous calendar year’s Operating Expenses In addition, if in any Comparison Year following the Base Year, a new Operating Expense category or major expense (i.e., earthquake insurance; expanded janitorial or security service; concierge service) is hereby agreed that included within Operating Expenses which was not included in the Base Year, then the amount of such new item shall be added to the Base Year Operating Expenses for the purposes of determining the amounts payable by the Tenant under the provision set here forth and during each subsequent Comparison Year of the Term. Conversely, if in any Comparison Year following the Base Year, a Operating Expense category or major expense is removed from Operating Expenses included in the Base Year, then the amount of such removed item shall be subtracted from the Base Year Operating Expenses for the purposes of determining the amounts payable by the Tenant under the provision set here forth and during each subsequent Comparison Year of the Term. For each Lease Year beginning in the calendar year 201_, Tenant shall pay to LandlordLandlord an estimate, as calculated herein, of Tenant's Additional Rent, the Pro Rata Share of the Operating Expenses for such Lease Year which payment shall be paid to Landlord monthly in excess of the Base Operating Expenses, payable monthly, in advance, at the rate of one an amount equal to one-twelfth (1/12) of Landlord’s estimate thereofthe estimate, on the same date and at the same place Base Rent is payableif any, with an adjustment to be made between the parties Parties at a later date as hereinafter provided. As soon as practicable On or before March 1st, following the end of any each Lease Year, Landlord shall submit to Tenant a statement setting forth the exact amount by cost category (e.g., repairs and maintenance, janitorial services, security services, insurance, management fees, utilities) of the Excess Operating Expenses Expenses, if any, for the Lease Year just completed and the difference, if any, between the actual Pro Rata estimated amount of any Additional Rent (Tenant's Proportionate Share of the any Excess Operating Expenses for the Lease Year just completed in excess of the Base Operating Expenses and the total amount of the estimated payments of the Pro Rata Share of Operating Expenses which Expense that was paid in accordance with this Subsection subparagraph) for such year. Such statement may shall also set forth the amount of the estimated Operating Expenses reimbursement Additional Rent reimbursement, as limited above, for the new Lease Year or Landlord may provide such information computed by taking the estimated excess in a separate statement issued to Tenant at such earlier date to coincide with Tenant's Proportionate Share of Operating Expenses for the start new Lease Year in excess of Tenant's Proportionate Share of Base Year Operating Expenses and dividing it by the number of months remaining in the new Lease Year. To the extent that the actual Pro Rata Share of Operating Expenses in excess of the Base Operating Expenses Additional Rent for any period covered by such statement is greater than the estimated amounts amount which Tenant previously paid by Tenant during the same periodLease Year just completed, Tenant shall pay to Landlord the difference by cashier’s check or money order difference, as calculated above, within thirty (30) days following receipt of said statement from Landlord. To the extent that the actual Pro Rata Share of Operating Expenses Additional Rent for the period covered by the statement is less than the estimated amount which Tenant ▇▇▇▇▇▇ previously paid during such periodthe Lease Year just completed, Landlord shall credit the excess difference against any sums then owing Tenant's estimated Additional Rent for the new Lease Year as stated above and such credit will be applied to the next payment or next coming payments due from Tenant to Landlord. In addition, until Tenant ▇▇▇▇▇▇ receives a statement indicating otherwisesuch statement, Tenant’s ▇▇▇▇▇▇'s monthly payment of its estimated share of Operating Expenses for Additional Rent amount applied to the new Lease Year shall continue to be paid at the rate for the previous Lease Year, but Tenant shall commence payment to Landlord of the monthly installments of Tenant’s estimated share of Operating Expenses reimbursement on the basis of the new statement beginning on the first day of the month following the month in which Tenant ▇▇▇▇▇▇ receives such statement. If the statement reflects a change in the monthly reimbursement amount, such difference shall be adjusted by increasing or decreasing the first monthly reimbursement payment after the statement is given in order to bring the reimbursement amount for the new Lease Year current as of such date. (2ii) Tenant’s obligation with respect to its Pro Rata Share of the Operating Expenses shall survive Before the expiration or early termination of this Lease, and subsequent to such expiration or termination Tenant shall pay its Pro Rata Share of the actual Operating Expenses Additional Rent for the portion of the final Lease Year of the Lease term during which Tenant was obligated to pay such expenses. If Tenant occupies the demised Premises for less than a full calendar year during the first or last Lease Years of the term hereof, the Pro Rata Share ▇▇▇▇▇▇'s Additional Rent for such partial year shall be prorated based upon the number of calendar months and days during which Tenant occupied the Premises. Tenant shall pay its Pro Rata Share of pay, as limited above, any such increases Additional Rent within thirty (30) days following the receipt of notice thereof. (3iii) Tenant Tenant, or ▇▇▇▇▇▇'s designee, shall have the right, at any time within ninety one (901) days year after a statement of actual Operating Expenses (hereinafter "Statement") for a particular Lease Year has been rendered by received from the Landlord as provided herein, at its sole cost and expense, to examine Landlord’s ▇▇▇▇▇▇▇▇'s books and records relating to the determination of Operating Expenses; provided, however, that Tenant shall give Landlord prior written notice of its intent to exercise such right, the inspection may not take place outside of normal business hours, and Tenant shall not interfere with Landlord’s 's normal business activities. Unless Tenant objects to the rental adjustment within said ninety one (901) day year period, such statement and adjustment shall be deemed conclusive. conclusive for both the Landlord and Tenant. However, if said examination right is exercised within the permissible period and Tenant determines an overcharge of Operating Expenses to Tenant, then Tenant may request Landlord to select an independent Certified Public Accountant (4CPA) In acceptable to Tenant to audit Landlord's books and records. The CPA’s review shall be binding upon the event Parties. If the CPA confirms that an overcharge of Operating Expenses has occurred, then Landlord shall credit the Rentable Area is not fully occupied during any particular Lease Year, Landlord’s Accountants may adjust those difference against ▇▇▇▇▇▇'s estimated reimbursement for Operating Expenses for the particular current Lease YearYear and such credit shall be applied to the next payment or payments due from Tenant to Landlord. Further, or portion thereofLandlord shall be responsible for all costs and expenses of the CPA provided that an overcharge exists. Conversely, as if the case may beCPA confirms that no overcharge to Tenant of Operating Expenses has occurred, which are affected by Tenant shall be responsible for all costs and expenses of the occupancy rates to reflect an occupancy of CPA. (iv) If the Building is not less than at least ninety-five percent (95%) occupied during any Lease Year, Landlord shall make an appropriate adjustment to those Operating Costs which vary with occupancy for such year to determine what the Building Operating Costs would have been for such year if the Building had been ninety-five percent (95%) occupied during such year. Such gross up adjustments shall be made by Landlord by increasing only the variable portion of all such Rentable Area(i) janitorial contract, (ii) electricity and (iii) management fee costs which actually vary based upon the level of occupancy of the Building.

Adjustment Mechanism. (1) During each calendar year of the Term, Tenant agrees to pay to Landlord an amount (the “Expense Payment”) equal to Tenant’s Prorata Share of the amount of the increase in each of the categories of Operating Expenses, Real Estate Taxes and Utilities over the Base Year expenses for each such category of the Common Expenses. The estimated Expense Payment for the year 2012 currently is, for Real Estate Taxes, the amount of $4.31 per r.s.f. and for Operating Expenses, the amount of $7.33 per r.s.f. It is hereby agreed that during each Lease Year Tenant shall pay to Landlord, as Additional Rent, the Pro Rata Share of the Operating Expenses for such Lease Year in excess of the Base expenses constituting Operating Expenses, payable monthlyReal Estate Taxes and Utilities shall be segregated from one another and calculated independently, in advance, at and if the rate of actual expense for any one twelfth (1/12) of Landlord’s estimate thereof, on the same date and at the same place Base Rent is payable, with an adjustment to be made between the parties at a later date as hereinafter provided. As soon as practicable following the end of any Lease Year, Landlord shall submit to Tenant a statement setting forth the exact amount of the three categories of Common Expenses is less than the Base Year expense for that category, such decrease shall not be netted against any increase from any other category of the Common Expenses. Operating Expenses for the Lease Year just completed and the difference, if any, between the actual Pro Rata Share of the Operating Expenses for the Lease Year just completed in excess of the Base Operating Expenses and the total amount of the estimated payments of the Pro Rata Share of Operating Expenses which was paid shall be calculated in accordance with this Subsection for such year. Such statement may also set forth sound accounting principles, consistently applied. (2) Beginning with the amount first month of the estimated Operating Expenses reimbursement for the new Lease Year or Landlord may provide such information in a separate statement issued to Tenant at such earlier date to coincide with the start of the new Lease Year. To the extent that the actual Pro Rata Share of Operating Expenses in excess of first calendar year following the Base Operating Expenses for any period covered by such statement is greater than the estimated amounts previously paid by Tenant Year and continuing on each succeeding month during the same periodTerm subject to adjustment by Landlord on the first month of each succeeding calendar year during the Term, Tenant shall pay to Landlord monthly on the difference first day of each month an amount equal to one-twelfth (1/12th) of the estimated Expense Payment for the new calendar year as reasonably estimated by cashier’s check or money order within thirty (30) days following receipt of said statement from Landlord. To the extent that the actual Pro Rata Share of Operating Expenses for the period covered by the statement is less than the estimated amount which Tenant previously paid during such period, Landlord shall credit the excess against any sums then owing or next coming due provide a statement of such estimated Expense Payment to Tenant upon Landlord’s determination thereof, which estimate may be reasonably adjusted from Tenant time to Landlordtime. In addition, until Until Tenant receives a statement indicating otherwisesuch statement, Tenant’s monthly payment of its estimated share of Operating Expenses for the new Lease Year calendar year shall continue to be paid at the rate for the previous Lease Yearthen current rate; however, but Tenant shall commence payment to Landlord of the monthly installments of Tenant’s estimated share of Operating Expenses on the basis of begin making the new statement monthly estimated Expense Payment beginning on the first day of the month following the month in which Tenant receives such statement. If the statement reflects a change in the monthly reimbursement amount, such difference which shall be adjusted by increasing on or decreasing the first monthly reimbursement payment after the before May 1. Notwithstanding when such statement is given in order received, Tenant acknowledges its obligations for and agrees to bring the reimbursement amount for pay when billed the new Lease Year current as monthly estimate of the Expense Payment for each new calendar year retroactive to the commencement of such datenew calendar year. (23) As soon as practicable following the end of each calendar year during the Term but no later than May 1 (provided that the annual statement may be provided as late as September 1 so long as Landlord is actively pursuing completion of such statement), beginning with the end of the calendar year following the Base Year, Landlord shall submit to Tenant a statement (the “Common Expenses Statement”) setting forth the actual amount of the Expense Payment for the calendar year just completed. To the extent that the Expense Payment for the period covered by such Common Expenses Statement exceeds the monthly- billed estimates thereof for the calendar year just completed, Tenant shall pay to Landlord the difference within thirty (30) days following its receipt of such Common Expenses Statement from Landlord. To the extent that the Expense Payment for the period covered by such Common Expenses Statement is less than the monthly-billed estimates thereof for the calendar year just completed, Landlord shall credit the difference against the estimated Expense Payment owed by Tenant for the then current calendar year, except during the last year of the term, in which case Landlord shall pay Tenant for any such outstanding amount. (4) Tenant’s obligation with respect covenant to its Pro Rata Share of pay the Operating Expenses Expense Payment shall survive the expiration or early termination of this Lease, and subsequent to such expiration or termination Tenant shall pay its Pro Rata Share of the actual Operating Expenses for the portion of . If the final year of this Lease Year of the Lease during which Tenant was obligated to pay such expenses. If Tenant occupies the demised Premises for is less than a full calendar year during year, then the first or last Lease Years of the term hereof, the Pro Rata Share Expense Payment for such partial calendar year shall be prorated based upon the number of calendar months prorated. (5) After receiving an annual Common Expenses Statement and days during which Tenant occupied the Premises. Tenant shall pay its Pro Rata Share of any such increases within giving Landlord thirty (30) days following receipt of prior written notice thereof. (3) , Tenant shall have may inspect or audit Landlord’s records relating to Operating Expenses for the right, at any period of time covered by such Common Expenses Statement in accordance with the following provisions. If Tenant fails to object to the calculation of Operating Expenses on an annual Common Expenses Statement within ninety (90) days after a the statement of actual Operating Expenses for a particular Lease Year has been rendered by Landlord as provided herein, at delivered to Tenant or if Tenant fails to conclude its sole cost and expense, to examine Landlord’s books and records relating to the determination of Operating Expenses; provided, however, that Tenant shall give Landlord prior written notice of its intent to exercise such right, the audit or inspection may not take place outside of normal business hours, and Tenant shall not interfere with Landlord’s normal business activities. Unless Tenant objects to the rental adjustment within said ninety (90) day perioddays after the statement has been delivered to Tenant, such statement and adjustment then Tenant shall be deemed conclusive. (4) In have waived its right to object to the event that the Rentable Area is not fully occupied during any particular Lease Year, Landlord’s Accountants may adjust those calculation of Operating Expenses for the particular Lease Yearyear in question and the calculation of Operating Expenses set forth on such statement shall be final. Tenant's audit or inspection shall be conducted at the Building, shall not unreasonably interfere with the conduct of Landlord's business, and shall be conducted only during reasonable business hours. Tenant shall pay the cost of such audit or inspection unless the total Operating Expenses for the period in question is determined to be in error by more than 4% in the aggregate, in which case Landlord shall pay the audit cost. Tenant may not conduct an inspection or have an audit performed more than once during any calendar year. If such inspection or audit reveals that an error was made in the Operating Expenses previously charged to Tenant, then Landlord shall refund to Tenant any overpayment of such costs, or portion thereofTenant shall pay to Landlord any underpayment of such costs, as the case may be, within thirty (30) days after notification thereof. Tenant shall maintain the results of each such audit or inspection confidential and shall not be permitted to use any third party to perform such audit or inspection other than an independent firm of certified public accountants with at least ten (10) years of experience reviewing office building expense reconciliations: (1) that is not compensated on a contingency fee basis or in any other manner which are affected is dependent upon the results of such audit or inspection (and Tenant shall deliver the fee agreement or other similar evidence of such fee agreement to Landlord upon request), and(2) that agrees with Landlord in writing to maintain the results of such audit or inspection confidential unless compelled by the occupancy rates a court to reflect an occupancy of not less than ninety-five percent (95%) of all such Rentable Areadeliver same. Nothing in this section shall be construed to limit, suspend, or a▇▇▇▇ Tenant's obligation to pay Rent when due, including Operating Expenses.

Adjustment Mechanism. (1i) It is hereby agreed that during each Lease Year Tenant shall pay to LandlordOn or before March first, as Additional Rent, the Pro Rata Share of the Operating Expenses for such Lease Year in excess of the Base Operating Expenses, payable monthly, in advance, at the rate of one twelfth (1/12) of Landlord’s estimate thereof, on the same date and at the same place Base Rent is payable, with an adjustment to be made between the parties at a later date as hereinafter provided. As soon as practicable following the end of any each Lease Year, Landlord shall submit to Tenant a statement setting forth the exact amount of the Operating Expenses for the Lease Year just completed and the differenceexcess, if any, between the actual Pro Rata in Tenant's Proportionate Share of the Operating Expenses for the Lease Year just completed in excess and the estimated amount of Tenant's Proportionate Share of the Base Operating Expenses and the total amount of the estimated payments of the Pro Rata Share of Operating Expenses Expense (which was paid in accordance with this Subsection subparagraph) for such year. Such statement may shall also set forth the amount of the estimated Operating Expenses reimbursement reimbursement, as limited above, for the new Lease Year or Landlord may provide such information computed by taking the estimated excess in a separate statement issued to Tenant at such earlier date to coincide with Tenant's Proportionate Share of Operating Expenses for the start new Lease Year and dividing it by the number of months remaining in the new Lease Year. To the extent that ▇▇▇▇▇▇'s Proportionate Share of the actual Pro Rata Share of Operating Expenses in excess of the Base Operating Expenses Expense for any period covered by such statement is greater than the estimated amounts estimate which Tenant previously paid by Tenant during the same periodLease Year just completed, Tenant shall pay to Landlord the difference by cashier’s check or money order in cash, as limited above, within thirty (30) days following receipt of said statement from Landlord. To the extent that ▇▇▇▇▇▇'s Proportionate Share of the actual Pro Rata Share of Operating Expenses for the period covered by the statement is less than the estimated amount estimate which Tenant ▇▇▇▇▇▇ previously paid during such periodthe Lease Year just completed, Landlord shall credit the excess difference against any sums then owing the Tenant's estimated reimbursement for Operating Expenses for the new Lease Year as stated above and such credit will be applied to the next payment or next coming payments due from Tenant to Landlord. In addition, until Tenant ▇▇▇▇▇▇ receives a statement indicating otherwisesuch statement, Tenant’s ▇▇▇▇▇▇'s monthly payment of its estimated share of Operating Expenses for reimbursement applied to the new Lease Year shall continue to be paid at the rate for the previous Lease Year, but Tenant shall commence payment to Landlord of the monthly installments of Tenant’s estimated share of Operating Expenses reimbursement on the basis of the new statement beginning on the first day of the month following the month in which Tenant ▇▇▇▇▇▇ receives such statement. If the statement reflects a change in the monthly reimbursement amount, such difference shall be adjusted by increasing or decreasing the first monthly reimbursement payment after the statement is given in order to bring the reimbursement amount for the new Lease Year current as of such date. (2ii) Tenant’s 's obligation with respect to its Pro Rata ▇▇▇▇▇▇'s Proportionate Share of the Operating Expenses shall survive the expiration or early termination of this Lease, and subsequent to such expiration or termination Tenant shall pay its Pro Rata Tenant's Proportionate Share of the actual Operating Expenses for the portion of the final Lease Year of the Lease during which Tenant was obligated to pay such expenses. If Tenant occupies the demised Premises for less than a full calendar year during the first or last Lease Years of the term hereof, the Pro Rata ▇▇▇▇▇▇'s Proportionate Share for such partial year shall be prorated based upon the number of calendar months and days during which Tenant occupied the Premises. Tenant shall pay its Pro Rata pay, as limited above, ▇▇▇▇▇▇'s Proportionate Share of any such increases within thirty (30) days following the receipt of notice thereof. (3iii) Tenant Tenant, or ▇▇▇▇▇▇'s designee, shall have the right, at any time within ninety thirty (9030) days after a statement of actual Operating Expenses (hereinafter "Statement") for a particular Lease Year has been rendered by Landlord as provided herein, at its sole cost and expense, to examine Landlord’s ▇▇▇▇▇▇▇▇'s books and records relating to the determination of Operating Expenses; provided, however, that Tenant shall give Landlord prior written notice of its intent to exercise such right, the inspection may not take place outside of normal business hours, and Tenant shall not interfere with Landlord’s 's normal business activities. Unless Tenant objects to the rental adjustment within said ninety thirty (9030) day period, such statement and adjustment shall be deemed conclusive. . However, if said examination right is exercised within the permissible period and Tenant determines an overcharge of Operating Expenses to the Tenant, then the Tenant may request Landlord to select an independent Certified Public Accountant (4CPA) acceptable to Tenant to audit ▇▇▇▇▇▇▇▇'s books and records. The review of the CPA will be binding upon the parties. In the event that the Rentable Area is not fully occupied during any particular Lease YearCPA confirms that an overcharge of Operating Expenses has occurred, Landlord’s Accountants may adjust those then Landlord shall credit the difference against the Tenant's estimated reimbursement for Operating Expenses for the particular current Lease YearYear and such credit shall be applied to the next payment or payments due from Tenant to Landlord. Further, or portion thereofLandlord shall be responsible for all costs and expenses of the CPA provided that an overcharge exists; if the CPA confirms that no overcharge to Tenant of Operating Expenses has occurred, as Tenant shall be responsible for all costs and expenses of the case may be, which are affected by the occupancy rates to reflect an occupancy of not less than ninety-five percent (95%) of all such Rentable AreaCPA.