Common use of Determination of Payment Clause in Contracts

Determination of Payment. Landlord shall, prior to the commencement of ------------------------ each Comparison Year, furnish to Tenant a written estimate showing in reasonable detail Landlord's estimated Direct Costs for the next following Comparison Year and the amount of Tenant's Proportionate Share of the increase in Tax Costs, Operating Costs and Insurance Costs appropriately prorated on a monthly basis for such Comparison Year. Thereafter, on each monthly rental payment date, Tenant shall pay to Landlord the monthly amount of Tenant's Proportionate Share of the estimated increase in Direct Costs as shown in said written estimate. Landlord reserves the right to revise any estimate of Direct Costs if actual or projected Tax Costs, Operating Costs or Insurance Costs show an increase or decrease from any earlier estimate for the same Comparison Year. If Landlord delivers such revised estimate to Tenant at any time during the Comparison Year, Tenant shall commence payment of such estimated amount with the monthly rental payment next following the date that is thirty (30) days after the date of Tenant's receipt of the revised estimate. Neither Landlord's failure to deliver nor the late delivery of such estimate shall constitute a default by Landlord hereunder or a waiver of Landlord's right to receive Tenant's Proportionate Share of the estimated increase in Direct Costs and Tenant shall continue to pay on the basis of the most recent estimate until Landlord delivers a new estimate of Direct Costs to Tenant. Within one hundred eighty (180) calendar days following the close of each Comparison Year during the term hereof, Landlord shall endeavor to furnish to Tenant a written statement (the "Reconciliation") showing in reasonable detail Landlord's actual Tax Costs, Operating Costs and Insurance Costs for the relevant Comparison Year, together with a full statement of any adjustments necessary to reconcile any sums paid (or credited) hereunder as Tenant's Proportionate Share of Tax Costs, Operating Costs and Insurance Costs during such Comparison Year with those sums actually payable and due hereunder for such Comparison Year as set forth in the Reconciliation. If the Reconciliation shows that additional sums are due from Tenant hereunder, Tenant shall pay such sums to Landlord within thirty (30)

Determination of Payment. Landlord shall(i) If for any calendar year ending or commencing within the Term, prior to the commencement Tenant's Proportionate Share of ------------------------ each Comparison Year, furnish to Tenant a written estimate showing in reasonable detail LandlordDirect Costs for such calendar year exceeds Tenant's estimated Proportionate Share of Direct Costs for the next following Comparison Year Base Year, then Tenant shall pay to Landlord, in the manner set forth in Sections 3(d)(ii) and (iii), below, and as Additional Rent, an amount equal to the excess (the "Excess"). Notwithstanding the foregoing, Tenant shall not be obligated to pay Tenant's Proportionate Share of Direct Costs during the first twelve (12) full calendar months of the initial Term. (ii) Landlord shall give Tenant a yearly expense estimate statement (the "Estimate Statement") which shall set forth Landlord's reasonable estimate (the "Estimate") of what the total amount of Direct Costs for the then-current calendar year shall be and the estimated Excess (the "Estimated Excess") as calculated by comparing Tenant's Proportionate Share of Direct Costs for such calendar year, which shall be based upon the Estimate, to Tenant's Proportionate Share of Direct Costs for the Base Year. If pursuant to the Estimate Statement an Estimated Excess is calculated for the then-current calendar year, Tenant shall pay, with its next installment of Monthly Basic Rental due, a fraction of the Estimated Excess for the then-current calendar year (reduced by any amounts paid pursuant to the last sentence of this Section 3(d)(ii)). Such fraction shall have as its numerator the number of months which have elapsed in such current calendar year to the month of such payment, both months inclusive, and shall have twelve (12) as its denominator. Until a new Estimate Statement is furnished, Tenant shall pay monthly, with the Monthly Basic Rental installments, an amount equal to one-twelfth (1/12th) of the total Estimated Excess set forth in the previous Estimate Statement delivered by Landlord to Tenant. (iii) In addition, Landlord shall give to Tenant as soon as reasonably practicable following the end of each calendar year, a statement (the "Statement") which shall state the Direct Costs incurred or accrued for such preceding calendar year, and which shall indicate the amount, if any, of the Excess. Upon receipt of the Statement for each calendar year during the Term, if amounts paid by Tenant as Estimated Excess are less than the actual Excess as specified on the Statement, Tenant shall pay, with its next installment of monthly Basic Rental due, the full amount of the Excess for such calendar year, less the amounts, if any, paid during such calendar year as Estimated Excess. If, however, the Statement indicates that amounts paid by Tenant as Estimated Excess are greater than the actual Excess as specified on the Statement, such overpayment shall be credited against Tenant's next installments of Estimated Excess. The failure of Landlord to timely furnish the Statement for any calendar year shall not prejudice Landlord from enforcing its rights under this Article 3, once such Statement has been delivered. Even though the Term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant's Proportionate Share of the increase Direct Costs for the calendar year in Tax Costswhich this Lease terminates, Operating Costs and Insurance Costs appropriately prorated on a monthly basis for such Comparison Year. Thereafter, on each monthly rental payment dateif an Excess is present, Tenant shall immediately pay to Landlord an amount as calculated pursuant to the monthly amount provisions of Tenant's Proportionate Share this Section 3(d). The provisions of this Section 3(d)(iii) shall survive the expiration or earlier termination of the estimated increase in Term. (iv) Because the Project is a part of a multi-building Development, those Direct Costs attributable to such Development as shown in said written estimate. Landlord reserves the right a whole (and not attributable solely to revise any estimate of Direct Costs if actual or projected Tax Costs, Operating Costs or Insurance Costs show an increase or decrease from any earlier estimate for the same Comparison Year. If Landlord delivers such revised estimate to Tenant at any time during the Comparison Year, Tenant individual building therein) shall commence payment of such estimated amount with the monthly rental payment next following the date that is thirty (30) days after the date of Tenant's receipt of the revised estimate. Neither Landlord's failure to deliver nor the late delivery of such estimate shall constitute a default be allocated by Landlord hereunder or a waiver of Landlord's right to receive Tenant's Proportionate Share of the estimated increase in Direct Costs Project and Tenant shall continue to pay the other buildings within such Development on the basis of the most recent estimate until Landlord delivers a new estimate of Direct Costs to Tenantan equitable basis. Within one hundred eighty (180) calendar days following the close of each Comparison Year during the term hereof, Landlord shall endeavor to furnish to Tenant a written statement (the "Reconciliation") showing in reasonable detail Landlord's actual Tax Costs, Operating Costs and Insurance Costs for the relevant Comparison Year, together with a full statement of any adjustments necessary to reconcile any sums paid (or credited) hereunder as Tenant's Proportionate Share of Tax Costs, Operating Costs and Insurance Costs during such Comparison Year with those sums actually payable and due hereunder for such Comparison Year as set forth in the Reconciliation. If the Reconciliation shows that additional sums are due from Tenant hereunder, Tenant shall pay such sums to Landlord within thirty (30e)

Determination of Payment. Landlord shallIf for any calendar year ending or commencing within the Term, prior to the commencement Tenant's Proportionate Share of ------------------------ each Comparison Year, furnish to Tenant a written estimate showing in reasonable detail LandlordDirect Costs for such calendar year exceeds Tenant's estimated Proportionate Share of Direct Costs for the next following Comparison Year Base Year, then Tenant shall pay to Landlord, in the manner set forth in Sections 3(d)(ii) and (iii), below, and as additional rent, an amount equal to the excess (the "Excess"). Landlord shall give Tenant a yearly expense estimate statement (the "Estimate Statement") which shall set forth Landlord's reasonable estimate (the "Estimate") of what the total amount of Direct Costs for the then-current calendar year shall be and the estimated Excess (the "Estimated Excess") as calculated by comparing Tenant's Proportionate Share of Direct Costs for such calendar year, which shall be based upon the Estimate, to Tenant's Proportionate Share of Direct Costs for the Base Year. The failure of Landlord to timely furnish the Estimate statement for any calendar year shall not preclude Landlord from enforcing its rights to collect any Estimated Excess under this Article 3. If pursuant to the Estimate Statement an Estimated Excess is calculated for the then-current calendar year, Tenant shall pay, with its next installment of Monthly Basic Rental due, a fraction of the estimated Excess for the then-current calendar year reduced by any amounts paid pursuant to the last sentence of this Section 3(d)(ii)). Such fraction shall have as its numerator the number of months which have elapsed in such current calendar year to the month of such payment, both months inclusive, and shall have twelve (12) as its denominator. Until a new Estimate Statement is furnished, Tenant shall pay monthly, with the Monthly Basic Rental installments, an amount equal to one-twelfth (1/12th) of the total Estimated Excess set forth in the previous Estimate Statement delivered by Landlord to Tenant. In addition, Landlord shall endeavor to give to Tenant on or before the first day of April following the end of each calendar year, a statement (the "Statement") which shall state the Direct Costs incurred or accrued for such preceding calendar year, and which shall indicate the amount, if any, of the Excess. Upon receipt of the Statement for each calendar year during the Term, if amounts paid by Tenant as Estimated Excess are less than the actual Excess as specified on the Statement, Tenant shall pay, with its next installment of Monthly Basic Rental due, the full amount of the Excess for such calendar year, less the amounts, if any, paid during such calendar year as Estimated Excess. If, however, the Statement indicates that amounts paid by Tenant as Estimated Excess are greater than the actual Excess as specified on the Statement, such overpayment shall be credited against Tenant's next installments of Estimated Excess. The failure of Landlord to timely furnish the Statement for any calendar year shall not prejudice Landlord from enforcing its rights under this Article 3. Even though the Term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant's Proportionate Share of the increase Direct Costs for the calendar year in Tax Costswhich this Lease terminates, Operating Costs and Insurance Costs appropriately prorated on a monthly basis for such Comparison Year. Thereafter, on each monthly rental payment dateif an Excess is present, Tenant shall immediately pay to Landlord an amount as calculated pursuant to the monthly provisions of this Article 3(d). The provisions of this Section 3(d)(iii) shall survive the expiration or earlier termination of the Term. Within one hundred twenty (120) days after receipt of a Statement by Tenant ("Review Period"), if Tenant disputes the amount of set forth in the Statement, Tenant's Proportionate Share employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord's records, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Notwithstanding the estimated increase in Direct Costs as shown in said written estimate. Landlord reserves foregoing, Tenant shall only have the right to revise review Landlord's records one (1) time during any estimate twelve (12) month period. Tenant's failure to dispute the amounts set forth in any Statement within the Review Period shall be deemed to be Tenant's approval of Direct Costs if actual such Statement and Tenant, thereafter, waives the right or projected Tax Costs, Operating Costs or Insurance Costs show an increase or decrease from any earlier estimate for ability to dispute the same Comparison Yearamounts set forth in such Statement. If Landlord delivers after such revised estimate to Tenant at any time during the Comparison Yearinspection, Tenant shall commence payment of such estimated amount with the monthly rental payment next following the date that is but within thirty (30) days after the date Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made, at Tenant's expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Costs set forth in the Statement were overstated by more than ten percent (10%), then the cost of the accountant and the cost of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. If the Project is a part of a multi-building development, those Direct Costs attributable to such development as a whole (and not attributable solely to any individual building therein) shall be allocated by Landlord to the Project and to the other buildings within such development on an equitable basis. COMMUNICATION EQUIPMENT If Tenant desires to use the roof of the Project to install communication equipment to be used from the Premises, Tenant may so notify Landlord in writing ("Communication Equipment Notice"), which Communication Equipment Notice shall generally describe the specifications for the equipment desired by Tenant. If at the time of Landlord's receipt of the revised estimateCommunication Equipment Notice, Landlord reasonably determines that space is available on the roof of the Project for such equipment, and that such use by Tenant would not interfere with the rights of any other tenant of the Building, then subject to all governmental laws, rules and regulations, Tenant and Tenant's contractors (which shall first be reasonably approved by Landlord) shall have the right and access to install, repair, replace, remove, operate and maintain one (1) so-called "satellite dish" or other similar device, such as antennae (collectively, "Communication Equipment") no greater than eighteen (18) inches in diameter, together with all cable, wiring, conduits and related equipment, for the purpose of receiving and sending radio, television, computer, telephone or other communication signals, at a location on the roof of the Project designated by Landlord. Neither Landlord shall have the right to require Tenant to relocate the Communication Equipment at any time to another location on the roof of the Project reasonably approved by Tenant. Tenant shall retain Landlord's failure designated roofing contractor to deliver nor make any necessary penetrations and associated repairs to the late delivery roof in order to preserve Landlord's roof warranty. Tenant's installation and operation of such estimate the Communication Equipment shall constitute a default be governed by Landlord hereunder or a waiver of Landlordthe following terms and conditions: Tenant's right to receive install, replace, repair, remove, operate and maintain the Communication Equipment shall be subject to all governmental laws, rules and regulations and Landlord makes no representation that such laws, rules and regulations permit such installation and operation. All plans and specification for the Communication Equipment shall be subject to Landlord's reasonable approval, which approval shall not be unreasonably withheld or delayed. All costs of installation, operation and maintenance of the Communication Equipment and any necessary related equipment (including, without limitation, costs of obtaining any necessary permits and connections to the Project's electrical system) shall be borne by Tenant. It is expressly understood that Landlord retains the right to use the roof of the Project for any purpose whatsoever provided that Landlord shall not unduly interfere with Tenant's Proportionate Share use of the estimated increase Communication Equipment. Tenant shall use the Communication Equipment so as not to cause any interference to other tenants in Direct Costs the Project or to other tenants of the Project or with any other tenant's Communication Equipment, and not to damage the Project or interfere with the normal operation of the Project. Landlord shall not have any obligations with respect to the Communication Equipment. Landlord makes no representation that the Communication Equipment will be able to receive or transmit communication signals without interference or disturbance (whether or not by reason of the installation or use of similar equipment by others on the roof of the Project) and Tenant agrees that Landlord shall continue not be liable to pay on the basis Tenant therefor. Tenant shall (i) be solely responsible for any damage caused as a result of the most recent estimate until Landlord delivers a new estimate Communication Equipment, (ii) promptly pay any tax, license or permit fees charged pursuant to any laws or regulations in connection with the installation, maintenance or use of Direct Costs the Communication Equipment and comply with all precautions and safeguards recommended by all governmental authorities, and (iii) pay for all necessary repairs, replacements to or maintenance of the Communication Equipment. The Communication Equipment shall remain the sole property of Tenant. Within one hundred eighty Tenant shall remove the Communication Equipment and related equipment at Tenant's sole cost and expense upon the expiration or sooner termination of this Lease or upon the imposition of any governmental law or regulation which may require removal, and shall repair the Project upon such removal to the extent required by such work of removal. If Tenant fails to remove the Communication Equipment and repair the Project within fifteen (18015) calendar days following after the close expiration or earlier termination of each Comparison Year during the term hereofthis Lease, Landlord shall endeavor to furnish to Tenant a written statement (the "Reconciliation") showing in reasonable detail Landlord's actual Tax Costs, Operating Costs and Insurance Costs for the relevant Comparison Year, together with a full statement of any adjustments necessary to reconcile any sums paid (or credited) hereunder as may do so at Tenant's Proportionate Share expense. The provisions of Tax Costs, Operating Costs this Section 4(h) shall survive the expiration or earlier termination of this Lease. The Communication Equipment shall be deemed to constitute a portion of the Premises for purposes of Articles 13 and Insurance Costs during such Comparison Year with those sums actually payable and due hereunder for such Comparison Year as set forth in the Reconciliation. If the Reconciliation shows that additional sums are due from Tenant hereunder, Tenant shall pay such sums to Landlord within thirty (30)14 of this Lease.

Determination of Payment. Landlord shall, prior to the commencement of ------------------------ each Comparison Yearcalendar year, furnish to Tenant a written estimate showing in reasonable detail Landlord's reasonably estimated Direct Costs for the next following Comparison Year calendar year and the amount of Tenant's Proportionate Share of the increase in Tax Costs, Operating Costs and Insurance such Direct Costs appropriately prorated on a monthly basis for such Comparison Yearcalendar year. Thereafter, on each monthly rental payment date, Tenant shall pay to Landlord the monthly amount of Tenant's Proportionate Share of the estimated increase in Direct Costs as shown in said written estimate. Landlord reserves the right to revise any estimate of Direct Costs if actual or reasonably projected Tax Costs, Operating Costs or Insurance Costs show an increase or decrease from any earlier estimate for the same Comparison Yearcalendar year. If Landlord delivers such revised estimate to Tenant at any time during the Comparison Yearcalendar year, Tenant shall commence payment of such estimated amount with on the next monthly rental payment next following the date that is thirty (30) days after the date of Tenant's receipt of as shown in the revised estimate to Tenant at any time during the calendar year, Tenant shall commence payment of such estimate. Neither Landlord's failure to deliver nor the late delivery of such estimate shall constitute a default by Landlord hereunder or a waiver of Landlord's right to receive Tenant's Proportionate Share of the estimated increase in Direct Costs and Tenant shall continue to pay on the basis of the most recent estimate until Landlord delivers a new estimate of Direct Costs to Tenant. Within one hundred eighty (180) calendar days following the close of each Comparison Year calendar year during the term hereofLease Term, Landlord shall endeavor to furnish to Tenant a written statement (the "Reconciliation") showing in reasonable detail Landlord's actual Tax Costs, Operating Costs and Insurance Direct Costs for the relevant Comparison Yearcalendar year, together with a full statement of any adjustments necessary to reconcile any sums paid (or credited) hereunder as Tenant's Proportionate Share of Tax Costs, Operating Costs and Insurance Direct Costs during such Comparison Year calendar year with those sums actually payable and due hereunder for such Comparison Year calendar year as set forth in the Reconciliation. If the Reconciliation shows that additional sums are due from Tenant hereunder, Tenant shall pay such sums to Landlord within thirty (30)) days of receipt of the Reconciliation. If the Reconciliation shows that a credit is due Tenant, such credit shall be credited against the next sums becoming due from Tenant hereunder. Notwithstanding that the Lease Term has expired and Tenant has vacated the Premises, Tenant shall pay to Landlord any additional sums due Landlord and Landlord shall rebate to Tenant the amount of any credit due Tenant, as set forth in the Reconciliation for the calendar year in which the Lease Term expired, within thirty (30) days after the date of such Reconciliation. Notwithstanding anything to the contrary contained in this Lease, within sixty (60) days after receipt by Tenant of Landlord's Reconciliation statement for any prior calendar year during the Lease Term, Tenant or its authorized representative shall have the right to review Landlord's expense records during the business hours of Landlord at Landlord's office or, at Landlord's option, such other location as Landlord reasonably may specify, solely for the purpose of verifying the information contained in the Reconciliation statement. Except in the case of manifest error, unless Tenant asserts specific errors within sixty (60) days after receipt of the Reconciliation statement, the Reconciliation shall be deemed correct as between Landlord and Tenant and binding on such parties.