Common use of Annual Adjustment Clause in Contracts

Annual Adjustment. Following the end of each calendar year of the Lease Term, Landlord shall submit to Tenant a statement setting forth the exact amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance, and Common Facilities Charges for the previous calendar year (the “Statement”). The Statement shall also set forth the estimated the Monthly Deposits for the current calendar year. If Landlord determines that the actual amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance, and Common Facilities Charges, collectively for the previous calendar year exceeds the Monthly Deposits for such previous calendar year, Tenant shall pay to Landlord, within ten (10) days after receipt of the Statement, such deficiency in the amount reflected in the Statement. If Landlord determines that the Monthly Deposits exceeded the actual amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance and Common Facilities Charges, collectively for the previous calendar year, the excess amount shall, at Landlord’s option and, except as may be otherwise provided by law, either be paid to Tenant or credited against future Monthly Deposits or against Basic Rent, Additional Rent or other amounts payable by Tenant under this Lease. If Tenant disputes any Statement submitted by Landlord, including the estimated Monthly Deposits, Tenant shall give Landlord notice of such dispute within thirty (30) days after Landlord provides the Statement to Tenant. If Tenant does not give Landlord timely notice, Tenant waives its right to dispute that particular Statement and Tenant shall be deemed to have accepted the calculation of the Taxes, Landlord’s Insurance and Common Facilities Charges and Tenant’s Pro Rata Share thereof for such calendar year, and Tenant shall not be thereafter entitled to dispute or object to that particular Statement or the calculation thereof. If Tenant timely objects and provided that Tenant has paid the entire amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance and Common Facilities Charges and is not in default of its obligations under this Lease, then Tenant for a period of thirty (30) days after Tenant’s notice may engage its own certified public accountants (“Tenant’s Accountants”) to verify the accuracy of the Statement objected to by Tenant. During such thirty (30) period, Tenant’s Accountants shall be entitled to examine the books and records of Landlord pertaining to that particular Statement, which examination shall be conducted only during the regular business hours of Landlord at the office where Landlord maintains such books and records. Tenant’s Accountants shall enter into a confidentiality agreement with Landlord satisfactory to Landlord. Tenant shall deliver to Landlord copies of all audits, reports or other results from its examination within fifteen (15) days after receipt thereof by Tenant. All costs incurred by Tenant for Tenant’s Accountants shall be paid by Tenant; provided that if tenant has been overcharged by more then 5%, the cost of Tenant’s Accountants shall be paid by landlord. Notwithstanding any pending dispute, Tenant shall continue to pay Landlord the amount of the estimated Monthly Deposits until such amount has been determined to be incorrect. The amounts of Taxes, Landlord’s Insurance and Common Facilities Charges payable by Tenant for the calendar years in which the Lease Term commences and expires shall be subject to the provisions hereinafter contained in this Lease for proration of such amounts in such years. Prior to the dates on which payment is due for Taxes, Landlord’s Insurance and Common Facilities Charges, Landlord shall make payment of Taxes, Landlord’s Insurance and Common Facilities Charges, to the extent of funds from Monthly Deposits are available therefor and, upon request by Tenant, shall furnish Tenant with a copy of any receipt for such payments. Except for Landlord’s obligation to make payments out of funds available from Monthly Deposits, the making of Monthly Deposits by Tenant shall not limit or alter Tenant’s obligation to pay Taxes and to maintain insurance as elsewhere provided in this Lease. The obligations of the parties under this Section shall survive the termination or expiration of this Lease or the early termination of Tenant’s right to occupy the Demised Premises.

Annual Adjustment. Following Within one hundred twenty (120) days following the end of each calendar year of the Lease Term, Landlord shall submit to Tenant a statement setting forth the exact amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance, and Common Facilities Charges for the previous calendar year (the “Statement”). The Statement shall also set forth the estimated the Monthly Deposits for the current calendar year. If Landlord determines that the actual amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance, and Common Facilities Charges, collectively Charges for the previous calendar year exceeds the Monthly Deposits for such previous calendar year, Tenant shall pay to Landlord, within ten thirty (1030) days after receipt of the Statement, such deficiency in the amount reflected in the Statement. If Landlord determines that the Monthly Deposits exceeded the actual amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance and Common Facilities Charges, collectively Charges for the previous calendar year, the excess amount shall, at LandlordTenant’s option and, except as may be otherwise provided by law, either be paid to Tenant within thirty (30) days or credited against future the next Monthly Deposits or against Deposits, Basic Rent, Additional Rent or and other amounts payable by Tenant under this Lease. If Tenant disputes any Statement submitted by Landlord, including the estimated Monthly Deposits, Tenant shall give Landlord notice of such dispute within thirty ninety (3090) days after Landlord provides the Statement to Tenant. If Tenant does not give Landlord timely notice, Tenant waives its right to dispute that particular Statement and Tenant shall be deemed to have accepted the calculation of the Taxes, Landlord’s Insurance and Common Facilities Charges and Tenant’s Pro Rata Share thereof for such calendar year, and Tenant shall not be thereafter entitled to dispute or object to that particular Statement or the calculation thereof. If Tenant timely objects and provided that Tenant has paid the entire amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance and Common Facilities Charges and is not in default beyond any applicable notice and cure period hereunder of its obligations under this Lease, then Tenant for a period of thirty (30) days after Tenant’s notice may engage its own certified public accountants (“Tenant’s Accountants”) to verify the accuracy of the Statement objected to by Tenant. During such thirty (30) period, Tenant’s Accountants shall be entitled to examine the books and records of Landlord pertaining to that particular Statement, which examination shall be conducted only during the regular business hours of Landlord at the office in Colorado where Landlord maintains such books and records. Tenant’s Accountants shall enter into a confidentiality agreement with Landlord reasonably satisfactory to Landlord, Tenant and Tenant’s Accountants. Tenant shall deliver to Landlord copies of all audits, reports or other results from its examination within fifteen (15) days after receipt thereof by Tenant; provided, however, if it is determined that Tenant was overcharged by five percent (5%) or more for any calendar year, Landlord shall reimburse Tenant for all reasonable costs of Tenant’s audit of Landlord’s books for such calendar year. All costs incurred by Tenant for Tenant’s Accountants shall be paid by Tenant; provided that if tenant has been overcharged by more then 5%, the cost of Tenant’s Accountants shall be paid by landlord. Notwithstanding any pending dispute, Tenant shall continue to pay Landlord the amount of the estimated Monthly Deposits until such amount has been determined to be incorrect. The amounts of Taxes, Landlord’s Insurance and Common Facilities Charges payable by Tenant for the calendar years in which the Lease Term commences and expires shall be subject to the provisions hereinafter contained in this Lease for proration of such amounts in such years. Prior to the dates on which payment is due for Taxes, Landlord’s Insurance and Common Facilities Charges, Landlord shall make payment of Taxes, Landlord’s Insurance and Common Facilities Charges, to the extent of funds from Monthly Deposits are available therefor and, upon request by Tenant, shall furnish Tenant with a copy of any receipt for such payments. Further, Landlord shall furnish Tenant with all tax and insurance bills with the Statement and, upon request from Tenant, any other back-up for the Common Facilities Charges. Except for Landlord’s obligation to make payments out of funds available from Monthly Deposits, the making of Monthly Deposits by Tenant shall not limit or alter after Tenant’s obligation to pay Taxes and to maintain insurance as elsewhere provided in this Lease. The obligations of the parties under this Section shall survive the termination or expiration of this Lease or the early termination of Tenant’s right to occupy the Demised PremisesLease.

Annual Adjustment. Following Within one hundred twenty (120) days after the end close of each calendar year of the Lease Term, or as soon after the one hundred twenty (120) day period as practicable, Landlord shall submit deliver to Tenant a statement setting forth of the exact amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance, and Common Facilities Charges actual Operating Expenses for the previous calendar year (the “Statement”). The Statement shall also set forth the estimated the Monthly Deposits for the current prior calendar year. If Landlord determines Such statement shall include a reasonable line-item breakdown of Operating Expenses. If, on the basis of the statement, Tenant owes an amount that is less than the actual amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance, and Common Facilities Charges, collectively estimated payments for the previous calendar year exceeds previously made by Tenant, Landlord shall apply the Monthly Deposits excess to the next payment of Operating Expenses due or refund such amount in cash with respect to the final lease year. If, on the basis of the statement, Tenant owes an amount that is more than the estimated payments for such previous the calendar yearyear previously made by the Tenant, Tenant shall pay the deficiency to Landlord, within ten (10) days after receipt of the Statement, such deficiency in the amount reflected in the Statement. If Landlord determines that the Monthly Deposits exceeded the actual amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance and Common Facilities Charges, collectively for the previous calendar year, the excess amount shall, at Landlord’s option and, except as may be otherwise provided by law, either be paid to Tenant or credited against future Monthly Deposits or against Basic Rent, Additional Rent or other amounts payable by Tenant under this Lease. If Tenant disputes any Statement submitted by Landlord, including the estimated Monthly Deposits, Tenant shall give Landlord notice of such dispute within thirty (30) days after Landlord provides delivery of the Statement to Tenantstatement. If Tenant does not give Landlord timely notice, Tenant waives its right to dispute that particular Statement The statement of Operating Expenses shall be presumed correct and Tenant shall be deemed to have accepted the calculation of the Taxes, Landlord’s Insurance final and Common Facilities Charges and Tenant’s Pro Rata Share thereof for such calendar year, and binding upon Tenant shall not be thereafter entitled to dispute or object to that particular Statement or the calculation thereof. If unless (i) Tenant timely in good faith objects and provided that Tenant has paid the entire amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance and Common Facilities Charges and is not in default of its obligations under this Lease, then Tenant for a period of writing thereto within thirty (30) days after Tenant’s notice may engage its own certified public accountants (“Tenant’s Accountants”) to verify the accuracy delivery of the Statement objected statement to by Tenant. During such Tenant (which writing shall state, in reasonable detail, all of the reasonable detail, all of the reasons for the objection); and (ii) Tenant pays in full, within thirty (30) perioddays after delivery or the statement to Tenant, Tenant’s Accountants shall be entitled any amount owed by Tenant with respect to examine the books and records of Landlord pertaining to that particular Statement, statement which examination shall be conducted only during the regular business hours of Landlord at the office where Landlord maintains such books and recordsis not in dispute. Tenant’s Accountants shall enter into a confidentiality agreement with Landlord satisfactory 's failure to pay undisputed the amount shown on Landlord. Tenant shall deliver to Landlord copies of all audits, reports or other results from its examination 's statement within fifteen thirty (1530) days after receipt delivery thereof by or Tenant. All costs incurred by Tenant for Tenant’s Accountants 's failure to pay in a timely manner the undisputed amount set forth on the revised estimate of Landlord's determination of Operating Expenses shall be paid by deemed an irrevocable waiver of Tenant; provided 's right to contest and/or receive any credit or reimbursement for an overcharge of Operating Expenses shown on the Landlord's statement under which payment is required at that if tenant has been overcharged by more then 5%, time. If Tenant objects to Landlord's allocation to this Property of the cost of Tenant’s Accountants self-insurance or blanket insurance, such allocation shall nonetheless be presumed correct and shall be paid by landlord. Notwithstanding any pending dispute, deemed final and binding upon Tenant shall continue to pay unless Tenant's timely written objection includes credible evidence that Landlord the amount of the estimated Monthly Deposits until such amount has been determined to be incorrect. The amounts of Taxes, Landlord’s Insurance and Common Facilities Charges payable by Tenant could have obtained substantially comparable insurance coverage for the calendar years in which the Lease Term commences and expires shall be subject to the provisions hereinafter contained in this Lease for proration of such amounts in such years. Prior to the dates on which payment is due for Taxes, Landlord’s Insurance and Common Facilities Charges, Landlord shall make payment of Taxes, Landlord’s Insurance and Common Facilities Charges, to the extent of funds from Monthly Deposits are available therefor and, upon request by Tenant, shall furnish Tenant with a copy of any receipt for such payments. Except for Landlord’s obligation to make payments out of funds available from Monthly Deposits, the making of Monthly Deposits by Tenant shall not limit or alter Tenant’s obligation to pay Taxes and to maintain insurance as elsewhere provided in this Lease. The obligations of the parties under this Section shall survive the termination or expiration of this Lease or the early termination of Tenant’s right to occupy the Demised PremisesProperty alone at lower cost.

Annual Adjustment. Following Within one hundred twenty (120) days after ----------------- the end close of each calendar year of the Lease Term, or as soon after the one hundred twenty (120) day period as practicable, Landlord shall submit deliver to Tenant a statement setting forth of the exact amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance, and Common Facilities Charges actual Operating Expenses for the previous calendar year (the “Statement”). The Statement shall also set forth the estimated the Monthly Deposits for the current prior calendar year. If Landlord determines If, on the basis of the statement, Tenant owes an amount that is less than the actual amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance, and Common Facilities Charges, collectively estimated payments for the previous calendar year exceeds previously made by Tenant, Landlord shall apply the Monthly Deposits excess to the next payment of Operating Expenses due. If, on the basis of the statement, Tenant owes an amount that is more than the estimated payments for such previous the calendar yearyear previously made by the Tenant, Tenant shall pay the deficiency to Landlord, within ten (10) days after receipt of the Statement, such deficiency in the amount reflected in the Statement. If Landlord determines that the Monthly Deposits exceeded the actual amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance and Common Facilities Charges, collectively for the previous calendar year, the excess amount shall, at Landlord’s option and, except as may be otherwise provided by law, either be paid to Tenant or credited against future Monthly Deposits or against Basic Rent, Additional Rent or other amounts payable by Tenant under this Lease. If Tenant disputes any Statement submitted by Landlord, including the estimated Monthly Deposits, Tenant shall give Landlord notice of such dispute within thirty (30) days after Landlord provides delivery of the Statement to Tenantstatement. If Tenant does not give Landlord timely notice, Tenant waives its right to dispute that particular Statement The statement of Operating Expenses shall be presumed correct and Tenant shall be deemed to have accepted the calculation of the Taxes, Landlord’s Insurance final and Common Facilities Charges and Tenant’s Pro Rata Share thereof for such calendar year, and binding upon Tenant shall not be thereafter entitled to dispute or object to that particular Statement or the calculation thereof. If unless (i) Tenant timely in good faith objects and provided that Tenant has paid the entire amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance and Common Facilities Charges and is not in default of its obligations under this Lease, then Tenant for a period of writing thereto within thirty (30) days after Tenant’s notice may engage its own certified public accountants (“Tenant’s Accountants”) to verify the accuracy delivery of the Statement objected statement to by Tenant. During such Tenant (which writing shall state, in reasonable detail, all of the reasonable detail, all of the reasons for the objection); and (ii) Tenant pays in full, within thirty (30) perioddays after delivery of the statement to Tenant, Tenant’s Accountants shall be entitled any amount owed by Tenant with respect to examine the books and records of Landlord pertaining to that particular Statement, statement which examination shall be conducted only during the regular business hours of Landlord at the office where Landlord maintains such books and recordsis not in dispute. Tenant’s Accountants shall enter into a confidentiality agreement with Landlord satisfactory 's failure to pay the amount shown on Landlord. Tenant shall deliver to Landlord copies of all audits, reports or other results from its examination 's statement within fifteen thirty (1530) days after receipt delivery thereof by or Tenant. All costs incurred by Tenant for Tenant’s Accountants 's failure to pay in a timely manner the revised estimate of Landlord's determination of Operating Expenses shall be paid by deemed an irrevocable waiver of Tenant; provided 's right to contest and/or receive any credit or reimbursement for an overcharge of Operating Expenses shown on the Landlord's statement under which payment is required at that if tenant has been overcharged by more then 5%, time. If Tenant objects to Landlord's allocation to the Premises of the cost of Tenant’s Accountants self-insurance or blanket insurance, such allocation shall nonetheless be presumed correct and shall be paid by landlord. Notwithstanding any pending dispute, deemed final and binding upon Tenant shall continue to pay unless Tenant's timely written objection includes credible evidence that Landlord the amount of the estimated Monthly Deposits until such amount has been determined to be incorrect. The amounts of Taxes, Landlord’s Insurance and Common Facilities Charges payable by Tenant could have obtained substantially comparable insurance coverage for the calendar years in which the Lease Term commences and expires shall be subject to the provisions hereinafter contained in this Lease for proration of such amounts in such years. Prior to the dates on which payment is due for Taxes, Landlord’s Insurance and Common Facilities Charges, Landlord shall make payment of Taxes, Landlord’s Insurance and Common Facilities Charges, to the extent of funds from Monthly Deposits are available therefor and, upon request by Tenant, shall furnish Tenant with a copy of any receipt for such payments. Except for Landlord’s obligation to make payments out of funds available from Monthly Deposits, the making of Monthly Deposits by Tenant shall not limit or alter Tenant’s obligation to pay Taxes and to maintain insurance as elsewhere provided in this Lease. The obligations of the parties under this Section shall survive the termination or expiration of this Lease or the early termination of Tenant’s right to occupy the Demised PremisesPremises alone at lower cost.

Annual Adjustment. Following At the end of each calendar year of time that the Lease TermLandlord computes the actual Operating Expenses, as provided in Subsection 19.2, Landlord shall submit determine what adjustment, if any, shall be required to Tenant a statement setting forth reconcile the exact amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance, and Common Facilities Charges for Estimated Monthly Operating Expenses paid during the previous preceding calendar year (pursuant to Subsection 19.2 with the “Statement”). The Statement shall also set forth the estimated the Monthly Deposits actual Operating Expenses for the current such preceding calendar year. If Landlord determines that the product of the actual amount Operating Expenses multiplied by the Operating Expense Percentage shall exceed the sum of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance, and Common Facilities Charges, collectively for the previous calendar year exceeds the Estimated Monthly Deposits Operating Expenses paid by Tenant for such previous calendar year, Tenant shall pay to Landlord, within ten (10) days after receipt of the Statement, such deficiency in the amount reflected in the Statement. If Landlord determines that the Monthly Deposits exceeded the actual amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance and Common Facilities Charges, collectively for the previous calendar year, the excess amount shall, at Landlord’s option and, except as may be otherwise provided by law, either be paid to Tenant or credited against future Monthly Deposits or against Basic Rent, Additional Rent or other amounts payable by Tenant under this Lease. If Tenant disputes any Statement submitted by Landlord, including the estimated Monthly Deposits, Tenant shall give Landlord notice of such dispute within thirty (30) days after Landlord provides of Landlord's demand therefore an amount equal to the Statement to Tenantamount of such excess. If the sum of the Estimated Monthly Operating Expenses paid by Tenant does not give Landlord timely noticefor such year shall exceed the product of the actual Operating Expenses multiplied by the Operating Expense Percentage, Tenant waives its right to dispute that particular Statement and Tenant shall be deemed allowed a credit against the next installment or installments of rent and Estimated Monthly Operating Expenses coming due equal to have accepted the calculation such excess. Appropriate adjustment shall be made to all amounts computed pursuant to this Subsection to reflect Tenant's proportionate share of the Taxes, Landlord’s Insurance and Common Facilities Charges and Tenant’s Pro Rata Share thereof actual Operating Expenses for such any calendar year, and Tenant shall not be thereafter entitled to dispute or object to that particular Statement or the calculation thereof. If Tenant timely objects and provided that Tenant has paid year during which the entire amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance and Common Facilities Charges and is Premises were not in default of its obligations under this Lease, then rented to Tenant for a period of thirty (30) days after Tenant’s notice may engage its own certified public accountants (“Tenant’s Accountants”) pursuant to verify the accuracy of the Statement objected to by Tenant. During such thirty (30) period, Tenant’s Accountants shall be entitled to examine the books and records of Landlord pertaining to that particular Statement, which examination shall be conducted only during the regular business hours of Landlord at the office where Landlord maintains such books and records. Tenant’s Accountants shall enter into a confidentiality agreement with Landlord satisfactory to Landlord. Tenant shall deliver to Landlord copies of all audits, reports or other results from its examination within fifteen (15) days after receipt thereof by Tenant. All costs incurred by Tenant for Tenant’s Accountants shall be paid by Tenant; provided that if tenant has been overcharged by more then 5%, the cost of Tenant’s Accountants shall be paid by landlord. Notwithstanding any pending dispute, Tenant shall continue to pay Landlord the amount of the estimated Monthly Deposits until such amount has been determined to be incorrect. The amounts of Taxes, Landlord’s Insurance and Common Facilities Charges payable by Tenant for the calendar years in which the Lease Term commences and expires shall be subject to the provisions hereinafter contained in this Lease for proration of such amounts in such years. Prior to the dates on which payment is due for Taxes, Landlord’s Insurance and Common Facilities Charges, Landlord shall make payment of Taxes, Landlord’s Insurance and Common Facilities Charges, to the extent of funds from Monthly Deposits are available therefor and, upon request by Tenant, shall furnish Tenant with a copy of any receipt for such payments. Except for Landlord’s obligation to make payments out of funds available from Monthly Deposits, the making of Monthly Deposits by Tenant shall not limit or alter Tenant’s obligation to pay Taxes and to maintain insurance as elsewhere provided in this Lease. The obligations of the parties under Landlord and Tenant pursuant to this Section Subsection shall survive the expiration or prior termination or expiration of this Lease. Any amount which would otherwise be credited to rent by Landlord hereunder shall be refunded to Tenant if the Lease or shall have expired, after deducting therefrom any other amounts which may be due to Landlord from Tenant. Landlord, upon request, shall deliver to Tenant, in reasonable detail, the early termination of Tenant’s materials that make up the actual Operating Expenses. Tenant shall have the right to occupy audit said materials at its own expense provided Tenant furnished Landlord sixty (60) day written notice of its intention to audit said accounts. The written notice must be received by Landlord within sixty (60) days from the Demised Premisesdate Tenant receives the aforementioned materials from Landlord. The audit must be conducted at Landlord's office. If the Tenant does not request an audit [LANDLORD'S INITIALS ______] [TENANT'S INITIALS ______] and / or back up materials within six (6) months of receipt of the actual Operating Expenses, then Tenant is deemed to have waived its right to audit the actual Operating Expenses for that specific year. Landlord and Tenant agree that any discrepancy in the Operating Expenses that is discovered by an audit, that is within four (4%) percent of the actual total aggregate expense on the Operating Expenses, shall be considered an acceptable margin of error and no adjustment will be made between Landlord and Tenant.

Annual Adjustment. Following Landlord shall use commercially reasonable efforts to provide to Tenant by the ninetieth (90th) day following the end of each calendar year during the Lease Term (and in no event later than May 15th of the year immediately following the end of each calendar year during the Lease Term), an annual reconciliation statement stating (i) the actual amount of Operating Expenses expended or incurred by Landlord shall submit during the prior calendar year in connection with the Building only and in connection with the Project Common Areas and Project generally, (ii) the amount of Real Property Taxes paid or incurred by Landlord during the prior calendar year, (iii) the amount of Project Property Insurance paid or incurred by Landlord during the prior calendar year, and also (iv) stating the amount of any shortfall or excess payment made by Tenant with respect to Tenant a statement setting forth such Operating Expenses, Real Property Taxes and/or Project Property Insurance for such prior calendar year. If after any calendar year it is determined that the exact amount of Tenant’s Pro Rata Share Project Percentage of Real Property Taxes and/or Project Property Insurance and/or Tenant’s share of Operating Expenses for such calendar year is greater or less than the amount actually billed to and paid for by Tenant, an adjustment shall be made as soon as practicable following the commencement of the calendar year next following the calendar year in which such Real Property Taxes, Landlord’s Insurance, and Common Facilities Charges for the previous calendar year (the “Statement”). The Statement shall also set forth the estimated the Monthly Deposits for the current calendar year. If Landlord determines that the actual amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Insurance, and Common Facilities Charges, collectively for the previous calendar year exceeds the Monthly Deposits for such previous calendar year, Tenant shall pay to Landlord, within ten (10) days after receipt of the Statement, such deficiency in the amount reflected in the Statement. If Landlord determines that the Monthly Deposits exceeded the actual amount of Tenant’s Pro Rata Share of Taxes, Landlord’s Project Property Insurance and Common Facilities Charges, collectively for the previous calendar year, the excess amount shall, at Landlord’s option and, except as may be otherwise provided by law, either be paid to Tenant and/or Operating Expenses were overstated or credited against future Monthly Deposits or against Basic Rent, Additional Rent or other amounts payable by Tenant under this Lease. If Tenant disputes any Statement submitted understated by Landlord, including the estimated Monthly Depositsand, Tenant shall give Landlord notice of such dispute within thirty (30) days after Landlord provides following the Statement to date such reconciliation statement is received by Tenant. If Tenant does not give Landlord timely notice, Tenant waives its right to dispute that particular Statement and shall pay Landlord such amount or be credited accordingly based upon Tenant’s receipt of such year end reconciliation statement of such adjustment, whether or not this Lease is still then in effect. Tenant shall be deemed to have accepted sixty (60) days after Tenant receives the calculation year-end statement of the Taxes, Landlord’s Insurance adjustment to the Operating Expenses (and Common Facilities Charges Real Property Taxes and Tenant’s Pro Rata Share thereof Project Property Insurance) for such the prior calendar year, and Tenant shall not be thereafter entitled year to dispute or object to that particular Statement or the calculation thereof. If Tenant timely objects and provided that Tenant has paid the entire amount notify Landlord in writing of Tenant’s Pro Rata Share desire to conduct, at Tenant’s sole cost and expense (subject to the terms below), an audit of Taxes, Landlord’s books and records relating to the prior calendar year. Any such audit must be conducted by Tenant or its agents or representatives during regular business hours at the offices of Landlord or the offices of Landlord’s designated agent and must be completed within one hundred twenty (120) days after Tenant receives the applicable year-end statement and all back-up and support documentation reasonably requested by Tenant evidencing or related to the Operating Expenses, Real Property Taxes and Project Property Insurance expended or incurred by Landlord. Tenant shall have the right, after reasonable notice and Common Facilities Charges at reasonable times, to inspect and photocopy all invoices, bills, statements, cancelled checks and other records evidencing or related to the Operating Expenses, Real Property Taxes and Project Property Insurance expended or incurred by Landlord. The person or entity performing the audit or review of Landlord’s books and records on Tenant’s behalf or at Tenant’s request shall be an independent auditor and may not be compensated for the audit or review on a contingency fee basis. The preceding notwithstanding, if following the audit it is not determined that Tenant’s share of Operating Expenses, Real Property Taxes or Project Property Insurance as set forth in default of its obligations under this Leaseany reconciliation statement sent to Tenant was in error in Landlord’s favor by more than four percent (4%), then Tenant Landlord shall pay the cost of such audit. Landlord shall be required to maintain records of all Operating Expenses for a period of thirty three (303) days after years following Landlord’s delivery of each annual or reconciliation statement setting forth Tenant’s notice may engage its own certified public accountants (“share of such Operating Expenses. The payment by Tenant of any amounts pursuant to this subsection shall not preclude Tenant from questioning the correctness of any reconciliation statement provided by Landlord. In addition, in the event that any other tenant of the Project audits or reviews Operating Expenses, Real Property Taxes or Project Property Insurance that are included in Tenant’s Accountants”) share of Operating Expenses, Real Property Taxes and/or Project Property Insurance paid or to verify the accuracy of the Statement objected to by Tenant. During such thirty (30) period, Tenant’s Accountants shall be entitled to examine the books and records of Landlord pertaining to that particular Statement, which examination shall be conducted only during the regular business hours of Landlord at the office where Landlord maintains such books and records. Tenant’s Accountants shall enter into a confidentiality agreement with Landlord satisfactory to Landlord. Tenant shall deliver to Landlord copies of all audits, reports or other results from its examination within fifteen (15) days after receipt thereof by Tenant. All costs incurred by Tenant for Tenant’s Accountants shall be paid by Tenant; provided that if tenant has been overcharged by more then 5%Tenant and an adjustment is made, the cost results of Tenant’s Accountants such audit or review shall be paid by landlord. Notwithstanding any pending dispute, sent to Tenant shall continue to pay Landlord the amount of the estimated Monthly Deposits until such amount has been determined allow Tenant to determine whether Tenant is to be incorrect. The amounts of Taxes, Landlord’s Insurance and Common Facilities Charges payable by Tenant for the calendar years in which the Lease Term commences and expires shall be subject to the provisions hereinafter contained in this Lease for proration of such amounts in such years. Prior to the dates on which payment is due for Taxes, Landlord’s Insurance and Common Facilities Charges, Landlord shall make payment of Taxes, Landlord’s Insurance and Common Facilities Charges, to the extent of funds from Monthly Deposits are available therefor and, upon request by Tenant, shall furnish Tenant with permitted a copy of any receipt for such payments. Except for Landlord’s obligation to make payments out of funds available from Monthly Deposits, the making of Monthly Deposits by Tenant shall not limit or alter Tenant’s obligation to pay Taxes and to maintain insurance as elsewhere provided in this Lease. The obligations of the parties under this Section shall survive the termination or expiration of this Lease or the early termination of Tenant’s right to occupy the Demised Premisescorresponding adjustment.