Common use of Operating Expenses and Taxes Clause in Contracts

Operating Expenses and Taxes. Beginning with the expiration of the calendar year 2006 (“Base Year”) and thereafter during the Term of this Sublease, Subtenant shall pay to Sublandlord with each monthly payment of Base Rental as additional rent for this subletting an amount equal to 9.12% (“Subtenant’s Share”) of the excess Operating Expenses (as set forth in Article 4 of the Master Lease) for the Master Premises over the total amount of Operating Expenses for the Master Premises incurred by Sublandlord during the Base Year pursuant to the terms and conditions of the Master Lease. Subtenant’s Share is a percentage which reflects the ratio of the rentable square feet in the Sublease Premises to the rentable square feet in the Master Premises. Should Sublandlord provide Subtenant any services, utilities or other items the costs of which would be properly chargeable as Operating Expenses under the Master Lease, Sublandlord may recover such costs as Operating Expenses wider this Sublease to the extent Landlord could properly have included such costs in Operating Expenses (“Sublandlord-Incurred Expenses”). In the event Sublandlord seeks to recover such Sublandlord-Incurred Expenses, Sublandlord shall provide Subtenant with a reasonably detailed itemization of such Sublandlord-Incurred Expenses which itemizes such Sublandlord-Incurred Expenses separately from any detail of Operating Expenses incurred by Landlord and Subtenant shall pay all such Sublandlord-Incurred Expenses within ten (10) days of Subtenant’s receipt of the

Operating Expenses and Taxes. Beginning with the expiration of the calendar year 2006 2008 (“Base Year”) and thereafter during the Term of this Sublease, Subtenant shall pay to Sublandlord with each monthly payment of Base Rental as additional rent for this subletting an amount equal to 9.1217.82 % (“Subtenant’s Share”) of the excess Operating Expenses (as set forth in Article 4 of the Master Lease) for the Master Premises over the total amount of Operating Expenses for the Master Premises incurred by Sublandlord during the Base Year pursuant to the terms and conditions of the Master Lease; provided, however, that if the Base Year Operating Expenses during the Term are not based on 12 months’ actual operation of the Master Premises at ninety-five percent (95%) occupancy or greater, then the portion of such expenses that vary based on occupancy shall be increased to reflect a ninety-five percent (95%) occupied Master Premises. Subtenant’s Share is a percentage which reflects the ratio of the rentable square feet in the Sublease Premises to the rentable square feet in the Master Premises. Should Sublandlord provide Subtenant any services, utilities or other items the costs of which would be properly chargeable as Operating Expenses under the Master Lease, Sublandlord may recover such costs as Operating Expenses wider under this Sublease to the extent Landlord could properly have included such costs in Operating Expenses and the amount of such costs (without any additional ▇▇▇▇-up or fee) are reasonably incurred by Sublandlord (“Sublandlord-Incurred Expenses”). In the event Sublandlord seeks to recover such Sublandlord-Incurred Expenses, Sublandlord shall provide Subtenant with a reasonably detailed itemization of such Sublandlord-Incurred Expenses which itemizes such Sublandlord-Incurred Expenses separately from any detail of Operating Expenses incurred by Landlord and Subtenant shall pay all such Sublandlord-Incurred Expenses within ten thirty (1030) days of Subtenant’s receipt of thethe itemization. Notwithstanding anything to the contrary in the Sublease, Subtenant shall not be required to pay any excess Operating Expenses, Sublandlord-Incurred Expenses, or other Rent that is (a) fairly allocable to any period of time after the Term (except in connection with any holdover by Subtenant beyond the Sublease Expiration Date) or with respect to any portion of the Master Premises other than the Sublease Premises and interior and exterior common areas of the Master Premises, (b) due as a result of any default by Sublandlord (through no fault of Subtenant) of any of Sublandlord’s obligations under the Master Lease, or any disproportionate use of any utility or service supplied to any other occupant of the Master Premises, or associated with utilities or services of a type not provided to Subtenant, (c) payable as a result of the negligence or willful misconduct of Sublandlord or any of its employees, subtenants, agents or contractors, or (d) payable as a result of any Operating Expense charges for costs incurred in connection with the presence of any Hazardous Materials, except to the extent caused by the release or emission of the Hazardous Materials in question, by Subtenant or any of its agents, employees or contractors. Should the Subtenant dispute any amounts charged on account of Operating Expense increases or Sublandlord-Incurred Expenses, Subtenant shall notify Sublandlord of said dispute in writing as soon as the dispute is noted. Subtenant may, at its cost, within three (3) years following receipt of any particular statement or itemization of charges, upon reasonable prior notice to Sublandlord, audit Sublandlord’s books relevant to additional Rent and Operating Expenses. Sublandlord and Subtenant shall each use their best efforts to cooperate with each other to resolve any discrepancies between Sublandlord and Subtenant in the accounting of additional Rent and Operating Expenses.