Common use of Estimated Costs Clause in Contracts

Estimated Costs. Within ninety (90) days after the end of each calendar year after the Base Year, or as soon thereafter as is reasonably practicable, Landlord will deliver to Tenant a statement ("Statement") setting forth for the previous calendar year the actual Building Operating Costs, Energy Costs, Tenant's Pro Rata Share of Building Operating Costs and the Premises' Pro Rata Share of Energy Costs, the amounts paid by Tenant toward Building Operating Costs and Energy Costs and the amounts remaining due from or overpaid by Tenant. In addition, the Statement shall contain Landlord's estimate of Tenant's Pro Rata Share of Building Operating Costs ("Estimated Building Operating Costs") and Landlord's estimate of the Premises' Pro Rata Share of Energy Costs ("Estimated Energy Costs") for the then current calendar year (it being hereby acknowledged and agreed by Tenant that such sums, including without limitation the First Year Estimated Energy Costs amount set forth in Section 1.7 above, are estimates only, which shall be subject to adjustment by Landlord from time to time during the then-ensuing calendar year and which shall be subject to final adjustment based on the actual charges therefor as determined following each such calendar year, with such final adjustment to be communicated and paid in the manner set forth in this Section 4.2). Any Statement delivered to Tenant by Landlord shall be conclusively presumed to be true and correct unless Tenant delivers a written objection to such Statement to Landlord within fifteen (15) days after delivery thereof. 4.2.5.1 Commencing on the first day of the first month following the delivery to Tenant of each Statement referred to above and on the first day of each month thereafter until delivery to Tenant of the next such Statement, Tenant will pay to Landlord, concurrently with the Tenant's payments of the monthly installments of Base Rental as provided in this Lease, one-twelfth (1/12th) of the Estimated Building Operating Costs and one-twelfth (1/12) of the Estimated Energy Costs, as contained in the Statement. 4.2.5.2 In addition, within thirty (30) days after the date of delivery of the Statement, Tenant will pay to Landlord the balance of the amounts, if any, required to be paid pursuant to Section 4.2.5 for the previous calendar year, or if Tenant has overpaid such amount, Landlord will refund the amount of such overpayment to Tenant, except that Landlord may (at Landlord's sole option) credit any amounts due from Landlord to Tenant against the monthly installments of Base Rental next thereafter coming due. 4.2.5.3 In event that the Commencement Date of this Lease occurs on a day other than the first day of a calendar year, Landlord will notify Tenant of the monthly installments of Estimated Building Operating Costs, if any, for the remainder of such calendar year, no later than thirty (30) days prior to Commencement Date. For such initial calendar year, the Tenant's Pro Rata Share of the Building Operating Costs shall be prorated based on a fraction the numerator of which shall be the number of days from the Commencement Date to December 31 and the denominator of which is three hundred sixty-five (365). 4.2.5.4 The Base Year Estimated Energy Costs shall be the amount set forth in Section 1.7 above. 4.2.5.5 In the event that this Lease terminates on a date other than the last day of a calendar year, then upon termination Tenant will pay to Landlord a sum equal to Landlord's estimate of the amount due as of the date of termination, such estimate to be based on the facts currently available to Landlord on the termination date. Landlord and Tenant will thereafter settle the actual amounts owing within thirty (30) days of the final determination of Building Operating Costs and Energy Costs for such year.

Estimated Costs. If and to the extent applicable, within sixty (60) days after the Commencement Date, and within sixty (60) days after the beginning of each calendar year, Landlord shall give Tenant a written estimate, for such calendar year, of the cost of Taxes and Operating Expenses payable by Landlord. Tenant shall pay such estimated amount to Landlord in equal monthly installments, in advance. Within ninety (90) days after the end of each calendar year after the Base Year, or as soon thereafter as is reasonably practicableyear, Landlord will deliver shall furnish to Tenant a statement showing in reasonable detail the cost of Taxes and Operating Expenses paid or payable by Landlord (the "Annual Statement"), and Tenant shall pay to Landlord the cost incurred by Landlord in excess of the payments made by Tenant within ten (10) setting forth days of receipt of such Annual Statement. In the event that the payments made by Tenant to Landlord for the previous calendar year estimated Taxes and Operating Expenses exceed the actual Building Operating Costs, Energy Costs, Tenant's Pro Rata Share of Building Operating Costs and the Premises' Pro Rata Share of Energy Costs, the amounts paid by Tenant toward Building Operating Costs and Energy Costs and the amounts remaining due from or overpaid by Tenant. In addition, the Statement shall contain Landlord's estimate of Tenant's Pro Rata Share of Building Operating Costs ("Estimated Building Operating Costs") and Landlord's estimate of the Premises' Pro Rata Share of Energy Costs ("Estimated Energy Costs") for the then current calendar year (it being hereby acknowledged and agreed by Tenant that such sums, including without limitation the First Year Estimated Energy Costs aggregate amount set forth in Section 1.7 abovethe Annual Statement, are estimates only, which such excess amount shall be subject to adjustment credited by Landlord from time to time during the then-ensuing calendar year Rent or other charges next due and which shall be subject to final adjustment based on owing, provided that, if the actual charges therefor as determined following each such calendar yearTerm has expired, with such final adjustment to be communicated and paid in the manner set forth in this Section 4.2). Any Statement delivered to Tenant by Landlord shall be conclusively presumed to be true and correct unless Tenant delivers accompany said statement with the amount due Tenant. For a written objection to such Statement to Landlord within fifteen period of ninety (1590) days after delivery thereof. 4.2.5.1 Commencing on the first day following Tenant’s receipt of the first month following the delivery to Tenant of each Statement referred to above and on the first day of each month thereafter until delivery to Tenant of the next such Landlord’s Annual Statement, Tenant will pay shall have the right to have an independent public accounting firm, hired by Tenant on an hourly basis and not on a contingent-fee basis, audit, inspect and copy the books and records of Landlord with respect to any Taxes and Operating Expenses passed through to Tenant as reflected in such Annual Statement, upon ten (10) business days advanced written notice by Tenant to Landlord. Landlord shall reasonably cooperate with Tenant by providing Tenant reasonable access to its books and records during normal business hours, concurrently with at Landlord's offices, for this purpose. If the Tenant's payments results of the monthly installments of Base Rental as provided in this Lease, one-twelfth (1/12th) of the Estimated Building Operating Costs and one-twelfth (1/12) of the Estimated Energy Costs, as contained in the Statement. 4.2.5.2 In addition, within thirty (30) days after the date of delivery of the Statement, Tenant will pay to Landlord the balance of the amounts, if any, required to be paid pursuant to Section 4.2.5 for the previous calendar year, or if Tenant has overpaid such amount, Landlord will refund the amount of such overpayment audit show any overcharge to Tenant, except that Landlord may (at Landlord's sole option) shall credit any amounts due from Landlord or refund to Tenant against the monthly installments of Base Rental next thereafter coming due. 4.2.5.3 In event that the Commencement Date of this Lease occurs on a day other than the first day of a calendar year, Landlord will notify Tenant of the monthly installments of Estimated Building Operating Costs, if any, for the remainder any overage of such calendar year, no later than thirty (30) days prior to Commencement Date. For such initial calendar year, items as discovered by the Tenant's Pro Rata Share of the Building Operating Costs shall be prorated based on a fraction the numerator of which shall be the number of days from the Commencement Date to December 31 and the denominator of which is three hundred sixty-five (365). 4.2.5.4 The Base Year Estimated Energy Costs shall be the amount set forth in Section 1.7 above. 4.2.5.5 In the event that this Lease terminates on a date other than the last day of a calendar year, then upon termination Tenant will pay to Landlord a sum equal to Landlord's estimate of the amount due as of the date of termination, such estimate to be based on the facts currently available to Landlord on the termination date. Landlord and Tenant will thereafter settle the actual amounts owing audit within thirty (30) days of completion of such audit. In the final determination event such audit discloses an undercharge of Building Operating Costs and Energy Costs such items as billed to Tenant, Tenant shall pay Landlord the amount of such undercharge within thirty (30) days of completion of such audit. Tenant shall be solely responsible for the cost of any such audit, except in the event that the audit discloses an overcharge to Tenant that exceeds what Tenant should have been billed for such yearperiod by more than five percent (5%), in which case Landlord shall be solely responsible for the cost of the audit.

Estimated Costs. Within ninety The initial monthly additional rent charges for Tenant's Proportionate Share of Real Estate Taxes, water and sewer charges, Common Area Charges and insurance costs (90) days after the end of each calendar year after the Base Year, or hereinafter together referred to as soon thereafter as is reasonably practicable, Landlord will deliver to Tenant a statement ("Statement") setting forth for the previous calendar year the actual Building Operating Costs) shall be initially estimated at the sum of TWELVE THOUSAND FIVE HUNDRED and 00/100 ($12,500.00) DOLLARS, Energy Costs, Tenant's Pro Rata Share of Building Operating Costs and the Premises' Pro Rata Share of Energy Costs, the amounts paid by Tenant toward Building Operating Costs and Energy Costs and the amounts remaining due from or overpaid by Tenant. In addition, the Statement shall contain Landlord's estimate of Tenant's Pro Rata Share of Building Operating Costs ("Estimated Building Operating Costs") and Landlord's estimate which sum commencing as of the Premises' Pro Rata Share of Energy Costs ("Estimated Energy Costs") for the then current calendar year (it being hereby acknowledged and agreed by Tenant that such sumsCommencement Date, including without limitation the First Year Estimated Energy Costs amount set forth in Section 1.7 above, are estimates only, which shall be subject to adjustment by Landlord from time to time during the then-ensuing calendar year and which shall be subject to final adjustment based on the actual charges therefor as determined following each such calendar yearpaid monthly, with such final adjustment to be communicated and paid in the manner set forth in this Section 4.2). Any Statement delivered to Tenant by Landlord shall be conclusively presumed to be true and correct unless Tenant delivers a written objection to such Statement to Landlord within fifteen (15) days after delivery thereof. 4.2.5.1 Commencing on the first day of the first month following the delivery to Tenant of each Statement referred to above and on the first day of each month thereafter until delivery month. An adjustment to the estimated payments shall be made at least once annually by the Landlord based upon the actual cost and expense data, and any overpayments or under payments shall be credited against or paid with the next month's additional rent charges after Tenant is notified of same or promptly refunded to Tenant if the Term of the next Lease has expired. This provision shall survive termination of this Lease. Landlord shall make said adjustment by June 30th of each year and deliver to Tenant together with such Statement, Tenant will pay to Landlord, concurrently with the Tenant's payments adjustment an itemized statement of the prior Lease Year charges for all costs charged to Tenant as pass-through items, including copies of tax bills. Tenant shall pay monthly installments the adjusted amount upon written notice from Landlord. In the event Landlord fails to invoice Tenant for an Operating Cost for a period in excess of Base Rental as provided in this Lease, one-twelfth twenty four (1/12th24) months from the end of the Estimated Building Operating Costs and one-twelfth (1/12) calendar year during which such cost was due, then Tenant shall be relieved of the Estimated Energy Costsits obligation to pay such cost. As of January 1, as contained 1998 an adjustment shall be made in the Statement. 4.2.5.2 In addition, within thirty (30) days after the date of delivery of the Statement, Tenant will pay to Landlord the balance of the amounts, if any, required to be paid pursuant to Section 4.2.5 for the previous calendar year, or if Tenant has overpaid such amount, Landlord will refund the amount of such overpayment the estimated monthly Operating Costs to reflect that as of that date Tenant's Proportionate Share shall be increased to 76.00%. Tenant shall, except that Landlord may (after full payment, have the right, at its own cost and expense, to audit Landlord's sole option) credit any amounts due from Landlord to Tenant against the monthly installments of Base Rental next thereafter coming due. 4.2.5.3 In event that the Commencement Date of this Lease occurs on a day other than the first day of a calendar year, Landlord will notify books. Any overpayment by Tenant of the monthly installments of Estimated Building Operating Costs, if any, for the remainder of such calendar year, no later than thirty (30) days prior to Commencement Date. For such initial calendar year, the Tenant's Pro Rata its Proportionate Share of the Building Operating Costs shall be prorated based on a fraction the numerator of which shall be the number of days from the Commencement Date promptly reimbursed to December 31 and the denominator of which is three hundred sixty-five (365). 4.2.5.4 The Base Year Estimated Energy Costs shall be the amount set forth in Section 1.7 above. 4.2.5.5 Tenant. In the event that this Lease terminates on a date other it is ultimately determined that Landlord has overcharged Tenant by more than the last day of a calendar year, then upon termination Tenant will pay to Landlord a sum equal to Landlord's estimate five (5%) percent of the amount due as from Tenant, Landlord shall pay the reasonable cost of the date of termination, such estimate to be based on the facts currently available to Landlord on the termination date. Landlord and Tenant will thereafter settle the actual amounts owing within thirty (30) days of the final determination of Building Operating Costs and Energy Costs for such yearTenant's audit.

Estimated Costs. Within ninety (90) days after the end of each calendar year after the Base Year, or as soon thereafter as is reasonably practicable, Landlord will deliver to Tenant a statement ("“Statement"”) setting forth for the previous calendar year the actual Building Operating Costs, the Energy Costs, Tenant's ’s Pro Rata Share of Building Operating Costs and the Premises' ’ Pro Rata Share of Energy Costs, the amounts paid by Tenant toward Building Operating Costs and Energy Costs and the amounts remaining due from or overpaid by Tenant. In addition, the Statement shall contain Landlord's ’s estimate of Tenant's ’s Pro Rata Share of Building Operating Costs ("“Estimated Building Operating Costs"”) and Landlord's ’s estimate of the Premises' ’ Pro Rata Share of Energy Costs ("“Estimated Energy Costs"”) for the then current calendar year (it being hereby acknowledged and agreed by Tenant that such sums, including without limitation the First Year Estimated Energy Costs amount set forth in Section 1.7 above, are estimates only, which shall be subject to adjustment by Landlord from time to time during the then-ensuing calendar year and which shall be subject to final adjustment based on the actual charges therefor as determined following each such calendar year, with such final adjustment to be communicated and paid in the manner set forth in this Section 4.2). Any Statement delivered to Tenant by Landlord shall be conclusively presumed to be true and correct unless Tenant delivers a written objection to such Statement to Landlord within fifteen (15) days after delivery thereof. 4.2.5.1 4.2.4.1 Commencing on the first day of the first month following the delivery to Tenant of each Statement referred to above and on the first day of each month thereafter until delivery to Tenant of the next such Statement, Tenant will pay to Landlord, concurrently with the Tenant's payments of the monthly installments of Base Rental as provided in this Lease, one-twelfth (1/12th) of the Estimated Building Operating Costs and one-twelfth (1/12) of the Estimated Energy Costs, as contained in the Statement. 4.2.5.2 4.2.4.2 In addition, within thirty (30) days after the date of delivery of the Statement, Tenant will pay to Landlord the balance of the amounts, if any, required to be paid pursuant to Section 4.2.5 for the previous calendar year, or if Tenant has overpaid such amount, Landlord will refund the amount of such overpayment to TenantTenant within thirty (30) days, except that Landlord may (at Landlord's sole option) ’s option credit any amounts due from Landlord to Tenant against the monthly installments of Base Rental next thereafter coming due. 4.2.5.3 4.2.4.3 In event that the Commencement Date of this Lease occurs on a day other than the first day of a calendar year, Landlord will notify Tenant of the monthly installments of Estimated Building Operating Costs, if any, for the remainder of such calendar year, no later than thirty (30) days prior to Commencement Date. For such initial calendar year, the Tenant's ’s Pro Rata Share of the Building Operating Costs shall be prorated based on a fraction the numerator of which shall be the number of days from the Commencement Date to December 31 and the denominator of which is three hundred sixty-five (365). 4.2.5.4 The 4.2.4.4 During the initial Base Year Year, the Premises’ Estimated Energy Costs shall be the amount set forth in Section 1.7 above1.6 hereof. 4.2.5.5 4.2.4.5 In the event that this Lease terminates on a date other than the last day of a calendar year, then upon termination Tenant will pay to Landlord a sum equal to Landlord's ’s estimate of the amount due as of the date of termination, such estimate to be based on the facts currently available to Landlord on the termination date. Landlord and Tenant will thereafter settle the actual amounts owing within thirty (30) days of the final determination of Building Operating Costs and Energy Costs for such year.

Estimated Costs. Within ninety (90) days after the end of each calendar year after the Base Year, or as soon thereafter as is reasonably practicable, Landlord will deliver to Tenant a statement ("“Statement"”) setting forth for the previous calendar year the actual Building Operating Costs, the Energy Costs, Tenant's ’s Pro Rata Share of Building Operating Costs and the Premises' ’ Pro Rata Share of Energy Costs, the amounts paid by Tenant toward Building Operating Costs and Energy Costs and the amounts remaining due from or overpaid by Tenant. In addition, the Statement shall contain Landlord's ’s estimate of Tenant's ’s Pro Rata Share of Building Operating Costs ("“Estimated Building Operating Costs"”) and Landlord's ’s estimate of the Premises' ’ Pro Rata Share of Energy Costs ("“Estimated Energy Costs"”) for the then current calendar year (it being hereby acknowledged and agreed by Tenant that such sums, including without limitation the First Year Estimated Energy Costs amount set forth in Section 1.7 above, are estimates only, which shall be subject to adjustment by Landlord from time to time during the then-ensuing calendar year and which shall be subject to final adjustment based on the actual charges therefor as determined following each such calendar year, with such final adjustment to be communicated and paid in the manner set forth in this Section 4.2). Any Statement delivered to Tenant by Landlord shall be conclusively presumed to be true and correct unless Tenant delivers a written objection to such Statement to Landlord within fifteen (15) days after delivery thereof. In the event Tenant delivers any such written objection(s) to such Statement to Landlord within the time period set forth in the immediately preceding sentence, then Tenant shall have the right, within fifteen (15) days following Tenant’s delivery of such objection(s), to audit Landlord’s books and records related to such Statement; provided, however, the following conditions shall apply to any such audit by Tenant: (i) Such audit shall be conducted at the sole expense of Tenant, except as provided hereinbelow; (ii) Such audit may be conducted only by an independent certified public accountant who is not engaged on a contingency fee or similar basis; (iii) The books and records of Landlord to be audited shall not include any attorney work product or privileged information disclosed to be such by Landlord; (iv) Such audit shall only cover the period of time to which such Statement so objected to directly relates; provided, however, that in the event that such audit proves that the cost(s) for particular types or categories of expense items (herein, the “Overstated Items”) for the period of time covered by such audit and set forth in the audited Statement were overstated by Landlord by more than five percent (5%) of the actual cost thereof, then Tenant shall be additionally entitled to audit or review Landlord’s books and records pertaining to such types or categories of the Overstated Items for periods of time during the Term of this Lease pre-dating the period of time to which the Statement so objected to directly relates, which audit and/or review shall be subject to the same terms and conditions of this Section 4.2.5 pertaining to audits by Tenant of Landlord’s books and records; (v) Such audit shall be conducted only at Landlord’s office(s) where such books and records are maintained, and shall be conducted only during Normal Business Hours; (vi) Tenant shall provide Landlord, immediately upon request, with a copy of any report or statement rendered with respect to such audit; (vii) Tenant shall maintain the results of each such audit confidential and any third party used by Tenant in connection with such audit shall be required, as a condition precedent to such party’s use with respect to such audit, to agree with Landlord in writing in advance (in form and content satisfactory to Landlord) to maintain the results of such audit confidential (excepting, however, any results which Tenant or such third party is compelled to disclose in accordance with applicable law); and (viii) Landlord agrees to reimburse Tenant for the reasonable costs of any such audit, up to but not to exceed the amount of Five Thousand Dollars ($5,000.00), in the event such audit proves that the cost(s) for the period of time covered by such audit and set forth in the audited Statement were overstated by Landlord by more than five percent (5%) of the actual cost thereof (which reimbursement shall be in addition to any refunds to be provided by Landlord pursuant to Section 4.2.5.2 hereinbelow). 4.2.5.1 4.3.5.1 Commencing on the first day of the first month following the delivery to Tenant of each Statement referred to above and on the first day of each month thereafter until delivery to Tenant of the next such Statement, Tenant will pay to Landlord, concurrently with the Tenant's ’s payments of the monthly installments of Base Rental as provided in this Lease, one-twelfth (1/12th) of the Estimated Building Operating Costs and one-twelfth (1/12) of the Estimated Energy Costs, as contained in the Statement. 4.2.5.2 4.3.5.2 In addition, within thirty (30) days after the date of delivery of the Statement, Tenant will pay to Landlord the balance of the amounts, if any, required to be paid pursuant to Section 4.2.5 for the previous calendar year, or if Tenant has overpaid such amount, Landlord will refund the amount of such overpayment to Tenant, except that Landlord may (at Landlord's ’s sole option) credit any amounts due from Landlord to Tenant against the monthly installments of Base Rental next thereafter coming due. 4.2.5.3 4.3.5.3 In event that the Commencement Date of this Lease occurs on a day other than the first day of a calendar year, Landlord will notify Tenant of the monthly installments of Estimated Building Operating Costs, if any, for the remainder of such calendar year, no later than thirty (30) days prior to Commencement Date. For such initial calendar year, the Tenant's ’s Pro Rata Share of the Building Operating Costs shall be prorated based on a fraction the numerator of which shall be the number of days from the Commencement Date to December 31 and the denominator of which is three hundred sixty-five (365). 4.2.5.4 4.3.5.4 The Base Year Estimated Energy Costs shall be the amount set forth in Section 1.7 above. 4.2.5.5 4.3.5.5 In the event that this Lease terminates on a date other than the last day of a calendar year, then upon termination Tenant will pay to Landlord a sum equal to Landlord's ’s estimate of the amount due as of the date of termination, such estimate to be based on the facts currently available to Landlord on the termination date. Landlord and Tenant will thereafter settle the actual amounts owing within thirty (30) days of the final determination of Building Operating Costs and Energy Costs for such year,, including refunds of any overpayment by Tenant or additional cost for any overages as yet not paid by Tenant.

Estimated Costs. Within ninety (90) days after the end of each calendar year after the Base Yearyear, or as soon thereafter as is reasonably practicable, Landlord will shall deliver to Tenant a statement ("Statement") setting forth for the previous calendar year the actual Building Operating Costs, the Energy Costs, Tenant's Pro Rata Share of Building Operating Costs and the Premises' Pro Rata Share of Energy Costs, the amounts paid by Tenant toward Building Operating Costs and Energy Costs and the amounts remaining due from or overpaid by Tenant. In addition, the Statement shall contain Landlord's estimate of Tenant's Pro Rata Share of Building Operating Costs ("Estimated Building Operating Costs") and Landlord's estimate of the Premises' Pro Rata Share of Energy Costs ("Estimated Energy Costs") for the then current calendar year (it being hereby acknowledged and agreed by Tenant that such sums, including without limitation the First Year Estimated Energy Costs amount set forth in Section 1.7 above, are estimates only, which shall be subject to adjustment by Landlord from time to time during the then-ensuing calendar year and which shall be subject to final adjustment based on the actual charges therefor as determined following each such calendar year, with such final adjustment to be communicated and paid in the manner set forth in this Section 4.2). Any Statement delivered to Tenant by Landlord shall will be conclusively presumed to be true and correct unless Tenant delivers a written objection to such Statement to Landlord within fifteen (15) days after delivery thereof. 4.2.5.1 4.2.4.1. Commencing on the first day of the first month following the delivery to Tenant of each Statement referred to above and on the first day of each month thereafter until delivery to Tenant of the next such Statement, Tenant will pay to Landlord, concurrently with the Tenant's payments of the monthly installments of Base Rental as provided in this Lease, one-twelfth (1/12th) of the Tenant's Pro Rata Share of Estimated Building Operating Costs and one-twelfth (1/12) of the Premises' Pro Rata Share of Estimated Energy Costs, as contained in the Statement. 4.2.5.2 4.2.4.2. In addition, within thirty (30) days after the date of delivery of the Statement, Tenant will pay to Landlord the balance of the amounts, if any, required to be paid pursuant to Section 4.2.5 4.2.4 for the previous calendar year, or if Tenant has overpaid such amount, Landlord will refund the amount of such overpayment to TenantTenant within thirty (30) days, except that Landlord may (at Landlord's sole option) option credit any amounts due from Landlord to Tenant against the monthly installments of Base Rental next thereafter coming due. 4.2.5.3 4.2.4.3. In the event that the Commencement Date of this Lease occurs on a day other than the first day of a calendar year, Landlord will notify Tenant of the monthly installments of Estimated Building Operating Costs, if any, for the remainder of such calendar year, no later than thirty (30) days prior to Commencement Date. For such initial calendar year, the Tenant's Pro Rata Share of the Building Operating Costs shall will be prorated based on a fraction the numerator of which shall will be the number of days from the Commencement Date to December 31 and the denominator of which is three hundred sixty-five (365). 4.2.5.4 The Base Year 4.2.4.4. During the initial calendar year, the Premises' Estimated Energy Costs shall will be the amount set forth in Section 1.7 above1.6 hereof. 4.2.5.5 4.2.4.5. In the event that this Lease terminates on a date other than the last day of a calendar year, then upon termination Tenant will pay to Landlord a sum equal to Landlord's estimate of the amount due as of the date of termination, such estimate to be based on the facts currently available to Landlord on the termination date. Landlord and Tenant will thereafter settle the actual amounts owing within thirty (30) days of the final determination establishment of Building Operating Costs and Energy Costs for such year.

Estimated Costs. Within ninety (90a) The amounts payable by the Tenant under Section 5.03 and Article VI may be estimated by the Landlord for whatever period the Landlord determines from time to time, and the Tenant will pay to the Landlord the Tenant's share or the Tenant's Proportionate Share, as the case may be, as so estimated, of the amounts in monthly instalments in advance during that period as Additional Rent. If the Landlord revises an estimated amount the Tenant will, within five (5) days of being notified, provide to the Landlord a series of post-dated cheques for the remaining months of the Rental Year in substitution of the post-dated cheques which the Tenant was previously required to provide to the Landlord and the Landlord will, upon receiving the substitute cheques, return to the Tenant those which the Landlord previously held. As soon as bills for all or any part of those estimated amounts are received, the Landlord may ▇▇▇▇ the Tenant for the Tenant's share or Proportionate Share as the case may be, and the Tenant will pay the Landlord the amounts so billed, (less the amounts previously paid by the Tenant on the basis of the Landlord's estimate as provided above) as Additional Rent on demand. (b) Within a reasonable period after the end of each calendar year after the Base Yearperiod for which the estimated payments have been made, or as soon thereafter as is reasonably practicable, the Landlord will deliver to Tenant the Tenant, (i) a statement ("Statement") setting forth for of the previous calendar year amounts and costs referred to in Section 5.03 together with a statement of the actual Building Operating Costs, Energy Costs, Tenant's Pro Rata share of such amounts and costs, and (ii) a statement of the costs and expenses referred to in Article VI together with a statement of the Tenant's Proportionate Share of Building Operating Costs those costs and expenses, and if necessary an adjustment will be made between the Premises' Pro Rata Share parties in accordance with subparagraph (c) below. (c) If the Tenant has paid in excess of Energy Coststhe amounts due the excess will be refunded by the Landlord within a reasonable period after the deliver of the statement or, at the Landlord's option, credited against the next payment of Minimum Rent and Additional Rent payable by the Tenant. If the amount the Tenant has paid is less that the amounts due, the amounts paid by Tenant toward Building Operating Costs and Energy Costs and the amounts remaining due from or overpaid by Tenant. In addition, the Statement shall contain Landlord's estimate of Tenant's Pro Rata Share of Building Operating Costs ("Estimated Building Operating Costs") and Landlord's estimate of the Premises' Pro Rata Share of Energy Costs ("Estimated Energy Costs") for the then current calendar year (it being hereby acknowledged and agreed by Tenant that such sums, including without limitation the First Year Estimated Energy Costs amount set forth in Section 1.7 above, are estimates only, which shall be subject to adjustment by Landlord from time to time during the then-ensuing calendar year and which shall be subject to final adjustment based on the actual charges therefor as determined following each such calendar year, with such final adjustment to be communicated and paid in the manner set forth in this Section 4.2). Any Statement delivered to Tenant by Landlord shall be conclusively presumed to be true and correct unless Tenant delivers a written objection to such Statement to Landlord within fifteen (15) days after delivery thereof. 4.2.5.1 Commencing on the first day of the first month following the delivery to Tenant of each Statement referred to above and on the first day of each month thereafter until delivery to Tenant of the next such Statement, Tenant will pay to Landlord, concurrently the additional amounts with the Tenant's payments next monthly payment of Minimum Rent. If any Rental Year is greater or less than the monthly installments of Base Rental period determined by the Landlord as provided in this Lease, one-twelfth (1/12th) of the Estimated Building Operating Costs and one-twelfth (1/12) of the Estimated Energy Costs, as contained in the Statement. 4.2.5.2 In addition, within thirty (30) days after the date of delivery of the Statement, Tenant will pay to Landlord the balance of the amounts, if any, required to be paid pursuant to Section 4.2.5 for the previous calendar year, or if Tenant has overpaid such amount, Landlord will refund the amount of such overpayment to Tenant, except that Landlord may (at Landlord's sole option) credit any amounts due from Landlord to Tenant against the monthly installments of Base Rental next thereafter coming due. 4.2.5.3 In event that the Commencement Date of this Lease occurs on a day other than the first day of a calendar year, Landlord will notify Tenant of the monthly installments of Estimated Building Operating Costs, if any, for the remainder of such calendar year, no later than thirty (30) days prior to Commencement Date. For such initial calendar yearabove, the Tenant's Pro Rata Proportionated Share of the Building Operating Costs shall will be prorated based adjusted on a fraction the numerator of which shall be the number of days from the Commencement Date to December 31 and the denominator of which is three hundred sixty-five per diem pro rata basis. IT IS UNDERSTOOD THAT DURING THE INITIAL TERM OF THE LEASE ONLY, AND PROVIDING THE TENANT IS IN POSSESSION OF THE LEASED PREMISES, THE TENANT'S SHARE OF OPERATING COSTS, DUE UNDER ARTICLE 6.01 AND 6.02 SHALL BE INCLUDED IN RENTAL DUE UNDER SECTION 4.02 (365)A) OF THIS LEASE. 4.2.5.4 The Base Year Estimated Energy Costs shall be the amount set forth in Section 1.7 above. 4.2.5.5 In the event that this Lease terminates on a date other than the last day of a calendar year, then upon termination Tenant will pay to Landlord a sum equal to Landlord's estimate of the amount due as of the date of termination, such estimate to be based on the facts currently available to Landlord on the termination date. Landlord and Tenant will thereafter settle the actual amounts owing within thirty (30) days of the final determination of Building Operating Costs and Energy Costs for such year.

Estimated Costs. Within ninety (90) days after the end of each calendar year after the Base Year, or as soon thereafter as is reasonably practicable, Landlord will deliver to Tenant a statement ("Statement") setting forth for the previous calendar year the actual Building Operating Costs, Energy Costs, Tenant's Pro Rata Share of Building Operating Costs and the Premises' Pro Rata Share of Energy Costs, the amounts paid by Tenant toward Building Operating Costs and Energy Costs and the amounts remaining due from or overpaid by Tenant. If such Statement reveals that the amounts paid by Tenant toward Building Operating Costs and Energy Costs for such calendar year were in excess of Tenant's Pro Rata Share of actual Building Costs and/or the Premises' Pro Rata Share of actual Energy Costs, as the case may be, for such calendar year, Landlord shall reimburse Tenant, so long as Tenant is not then in default hereunder, for such excess payment amounts (or, at Landlord’s option, may credit such overpayment against Tenant's Pro Rata Share of Building Operating Costs, or the Premises' Pro Rata Share of Energy Costs, as applicable, next becoming due hereunder, provided that in no event shall such offset amount exceed 50% of the amount of any such payment next due, and any unused offset amounts remaining after a payment from Tenant shall roll over to future payments from Tenant until the full offset amount has been applied). Likewise, if such Statement reveals that the amounts paid by Tenant toward Building Operating Costs and Energy Costs for such calendar year were less than Tenant's Pro Rata Share of the actual Building Operating Costs, or the Premises' Pro Rata Share of the actual Energy Costs, as the case may be, for such calendar year, then Tenant shall pay to Landlord the required additional amount upon Landlord’s demand therefor. The foregoing provisions of this Section 4.2.5 shall survive the expiration or earlier termination of this Lease. In addition, the Statement shall contain Landlord's estimate of Tenant's Pro Rata Share of Building Operating Costs ("Estimated Building Operating Costs") and Landlord's estimate of the Premises' Pro Rata Share of Energy Costs ("Estimated Energy Costs") for the then current calendar year (it being hereby acknowledged and agreed by Tenant that such sums, including without limitation the First Year Estimated Energy Costs amount set forth in Section 1.7 above, are estimates only, which shall be subject to adjustment by Landlord from time to time during the then-ensuing calendar year and which shall be subject to final adjustment based on the actual charges therefor as determined following each such calendar year, with such final adjustment to be communicated and paid in the manner set forth in this Section 4.2). Any Statement delivered to Tenant by Landlord shall be conclusively presumed to be true and correct unless Tenant delivers a written objection to such Statement to Landlord within fifteen thirty (1530) days after delivery thereof. In the event Tenant timely delivers any such written objection(s) to such Statement to Landlord, then Tenant shall have the right, at Tenant’s expense, within sixty (60) days following Tenant's delivery of such objection(s), to audit Landlord's books and records related to such Statement and, as applicable, the Base Year; provided, however, the following conditions shall apply to any such audit by Tenant: (i) such audit may be conducted only by an employee of Tenant or a lease auditor who is not engaged on a contingency fee or similar basis; (ii) the books and records of Landlord to be audited shall not include any attorney work product or privileged information disclosed to be such by Landlord; (iii) such audit shall be conducted during normal business hours at Landlord's office(s) where such books and records are maintained; (iv) Landlord shall be entitled to obtain a copy of any report or statement rendered with respect to such audit; and (v) Tenant and Tenant’s audit firm shall treat each such audit in a confidential manner and shall, upon Landlord’s request, execute a commercially reasonable form of confidentiality agreement prior to commencing the audit. In the event such audit proves that the cost(s) for the period of time covered by such audit and set forth in the audited Statement were overstated by Landlord by more than five percent (5%) of the actual cost(s) thereof for the applicable period of time so audited, then Landlord will pay to Tenant, within thirty (30) days following Landlord's receipt of demand therefor accompanied by reasonable evidence of the following cost(s), (i) the cost(s) of such audit actually and reasonably incurred by Tenant (but in no event to exceed Two Thousand Five Hundred Dollars ($2,500.00)), and (ii) the amount of any such overpayment by Tenant. 4.2.5.1 Commencing on the first day of the first month following the delivery to Tenant of each Statement referred to above and on the first day of each month thereafter until delivery to Tenant of the next such Statement, Tenant will pay to Landlord, concurrently with the Tenant's payments of the monthly installments of Base Rental as provided in this Lease, one-twelfth (1/12th) of the Estimated Building Operating Costs and one-twelfth (1/12) of the Estimated Energy Costs, as contained in the Statement. 4.2.5.2 In addition, within thirty (30) days after the date of delivery of the Statement, Tenant will pay to Landlord the balance of the amounts, if any, required to be paid pursuant to Section 4.2.5 for the previous calendar year, or if Tenant has overpaid such amount, Landlord will refund the amount of such overpayment to Tenant, except that Landlord may (at Landlord's sole option) credit any amounts due from Landlord to Tenant against the monthly installments of Base Rental next thereafter coming dueas further set forth in Section 4.2.5. 4.2.5.3 In the event that the Commencement Date of this Lease occurs on a day other than the first day of a calendar year, Landlord will notify Tenant of the monthly installments of Estimated Building Operating Costs, if any, for the remainder of such calendar year, no later than thirty (30) days prior to Commencement Date. For such initial calendar year, the Tenant's Pro Rata Share of the Building Operating Costs shall be prorated based on a fraction the numerator of which shall be the number of days from the Commencement Date to December 31 and the denominator of which is three hundred sixty-five (365). 4.2.5.4 The Base First Year Estimated Energy Costs shall be the amount set forth in Section 1.7 above. 4.2.5.5 In the event that this Lease terminates on a date other than the last day of a calendar year, then upon termination Tenant will pay to Landlord a sum equal to Landlord's estimate of the amount due as of the date of termination, such estimate to be based on the facts currently available to Landlord on the termination date. Landlord and Tenant will thereafter settle the actual amounts owing within thirty (30) days of the final determination of Building Operating Costs and Energy Costs for such year.