Common use of Estimated Expenses Clause in Contracts

Estimated Expenses. (i) Upon the Commencement Date, and thereafter prior to the commencement of each calendar year occurring wholly or partially within the Term or as soon as practical thereafter, Landlord shall estimate the annual Operating Expense Increase payable by Tenant pursuant to this provision, and Tenant shall pay to Landlord on the first day of each month in advance, one-twelfth (1/12th) of Tenant's Share of the estimated Operating Expense Increase. Landlord's estimate will be reasonable and based on standard real estate accounting practices consistently and fairly applied. If Tenant requests, Landlord will provide Tenant with reasonably detailed documentation to support Landlord's estimate. In the event that during any calendar year of the Term, Landlord reasonably determines that the actual Operating Expense Increase for such year will exceed the estimated Operating Expense Increase, Landlord may revise such estimate by written notice to Tenant, and Tenant shall pay to Landlord, concurrently with the regular monthly rent payment next due following the receipt of the revised estimate, an amount equal to the difference between the initial monthly estimate and the revised monthly estimate multiplied by the number of months expired during such calendar year and shall also pay an amount equal to the revised monthly estimate for the month of such payment. Subsequent installments shall be payable concurrently with the regular monthly Base Rent due for the balance of the calendar year and shall continue until the next calendar year's estimate is rendered or Landlord next revises its estimate of the Operating Expense Increase, whichever occurs sooner. (ii) Within one hundred twenty (120) days following the end of each year or a reasonable time thereafter, Landlord shall provide Tenant with a written statement (the "Statement") of the actual total Operating Expenses for such year, showing in reasonable detail (A) the actual Operating Expenses for the calendar year, broken down by component expenses, such as repairs, administration, utilities, janitorial, and Real Property Taxes; (B) the Base Year Operating Expenses; (C) the Operating Expense Increase for the calendar year; (D) the amount of Tenant's Share of the Operating Expense Increase; (E) the amount actually paid by Tenant during the calendar year toward the Operating Expense Increase; (F) the amount Tenant owes toward the Operating Expense Increase or the amount Landlord owes as a refund, and (G) the "gross-up" information required by Section 6.1(a)(iii) of this Lease. If Tenant has overpaid the amount of the Operating Expense Increase owing pursuant to this provision, Landlord shall, provided Tenant is not then in default hereunder beyond any applicable cure period, return to Tenant the amount of such overpayment within thirty (30) days after Landlord's itemized Statement is delivered to Tenant. If Tenant has underpaid the amount of the Operating Expense Increase owing pursuant to this provision, Tenant shall pay the total amount of such deficiency to Landlord as Additional Rent with the next payment of Base Rent due under this Lease following delivery of written notice of said deficiency from Landlord to Tenant. (iii) In the event the average occupancy level of the Building or Project, as the case may be, for any calendar year was or is not one hundred percent (100%) of full occupancy, then the estimated Operating Expenses and actual Operating Expenses for such year shall be proportionately adjusted by Landlord to reflect those costs which would have occurred had the Building and/or Project, as the case may be, been one hundred percent (100%) occupied during such year. Such adjustment shall be based on Landlord's reasonable estimate consistently and fairly applied using standard real estate practices in the Portland, Oregon metropolitan area. (iv) Landlord shall keep its books of account and records concerning Operating Expenses in compliance with generally accepted standard real estate practices and retain the same for two (2) years after the calendar year for which they were prepared. Unless Tenant objects in writing regarding specific discrepancies in the Operating Expense calculations for any calendar year within 270 days after receipt of Landlord's final calculations for such calendar year, Tenant shall be deemed to have approved the same and to have waived the right to object to such calculations. Tenant, upon at least ten (10) days' advance written notice to Landlord and during business hours, may examine any invoices, receipts, canceled checks, vouchers or other records used to support the figures shown on the Statement, provided, however, that Tenant shall be entitled to such an examination only once in each calendar year and such examination shall only be of the Operating Expenses for the calendar year shown on the Statement. Tenant may only audit a specific calendar year once. Landlord may condition such review upon Tenant's (and its auditor's) execution of a reasonable form of confidentiality agreement. Except as provided in Section 6.1(a)(v) below, all costs of the review shall be borne by Tenant. If Tenant examines or audits Landlord's books and records under Section 6.1(a)(iv) or Section 6.1(a)(v)more than twice during the Term, Tenant shall reimburse all costs, fees, and expenses incurred by Landlord and its property manager in connection with the examination or audit, including, without limitation, photocopy charges, and administration fees for the time spent in connection with the audit or examination. All audits and examinations conducted by Tenant shall be conducted by an independent auditor with at least five years experience with standard real estate accounting practices in the Portland, Oregon area and such auditor shall not be compensated on a contingency fee basis. (v) Each Statement given by Landlord pursuant to this Section shall be conclusive and binding upon Tenant unless within 270 days after the receipt of such Statement Tenant shall notify Landlord that it disputes the correctness of the Statement, specifying the particular respects in which the Statement is claimed to be incorrect. If such disputes shall not have been settled by agreement, Tenant, at Tenant's expense, and after giving Landlord reasonable advance notice, may cause an examination or audit to be made of Landlord's books and records relating to such Statement by a certified public accountant, subject to the limitations set forth in Section 6.1(a)(iv). If the examination or audit discloses an error in the billings to Tenant, Tenant shall promptly pay the underpayment. If L▇▇▇▇▇▇▇ does not dispute the results of the audit, Landlord shall promptly pay to Tenant the overpayment, and if there has been an overpayment of greater than five percent (5%) of the amount of estimated Operating Expenses for the year in question, Landlord shall reimburse Tenant for the reasonable cost of the examination or audit. If Landlord disputes the results of the audit, Landlord and Tenant shall engage an independent certified public accountant (the "CPA") who shall resolve the dispute by choosing the results of Tenant's audit or Landlord's position. If the CPA agrees with Tenant, Landlord shall pay the fees of the CPA. If the CPA agrees with Landlord, Tenant shall pay the fees of the CPA.

Estimated Expenses. (i) Upon the Commencement Dateof the Lease Term, and thereafter prior to the commencement of each calendar year occurring wholly or partially within the Term or as soon as practical thereafter, Landlord shall estimate the annual Operating Expense Increase Expenses payable by Tenant pursuant to this provision, and Tenant shall pay to Landlord on the first day of each month in advance, one-twelfth (1/12th) of Tenant's ’s Share of the such estimated Operating Expense Increase. Landlord's estimate will be reasonable and based on standard real estate accounting practices consistently and fairly applied. If Tenant requests, Landlord will provide Tenant with reasonably detailed documentation to support Landlord's estimateamount. In the event that during any calendar year of the Term, Landlord reasonably determines that the actual Operating Expense Increase Expenses for such year will exceed the estimated Operating Expense IncreaseExpenses, Landlord may revise such estimate by written notice to TenantTenant (which written notice shall specify the basis for such revision), and Tenant shall pay to Landlord, concurrently with the regular monthly rent payment next due following the receipt of the revised estimate, an amount equal to the difference between the initial monthly estimate and the revised monthly estimate multiplied by the number of months expired during such calendar year and shall also pay an amount equal to the revised monthly estimate for the month of such payment. Subsequent installments shall be payable concurrently with the regular monthly Base Rent due for the balance of the calendar year and shall continue until the next calendar year's ’s estimate is rendered or Landlord next revises its estimate of the Operating Expense IncreaseExpenses, whichever occurs sooner. In no event may Landlord include an item in Operating Expenses for a year in which Tenant has previously paid Operating Expenses unless Landlord did not receive notice of such Operating Expenses during the calendar year applicable to the period for which Tenant has previously paid Operating Expenses. During the Free Rent Period, Tenant shall pay Tenant’s Share of Operating Expenses in monthly payments payable on the first day of each month commencing on the Commencement Date. (ii) Within one hundred twenty (120) days following the end of each year or a reasonable time thereafteryear, Landlord shall provide Tenant with a written statement (the "Statement") of the actual total Operating Expenses for such year, showing in reasonable detail (A) year and there shall be an adjustment made to account for any difference between Tenant’s Share of the actual and the estimated Operating Expenses for the calendar previous year, broken down by component expenses, such as repairs, administration, utilities, janitorial, and Real Property Taxes; (B) the Base Year Operating Expenses; (C) the Operating Expense Increase for the calendar year; (D) the amount of Tenant's Share of the Operating Expense Increase; (E) the amount actually paid by Tenant during the calendar year toward the Operating Expense Increase; (F) the amount Tenant owes toward the Operating Expense Increase or the amount Landlord owes as a refund, and (G) the "gross-up" information required by Section 6.1(a)(iii) of this Lease. If Tenant has overpaid the amount of the Operating Expense Increase Expenses owing pursuant to this provision, Landlord shall, provided Tenant is not then in default hereunder beyond any applicable cure periodhereunder, return credit such overpayment to Tenant the next month in which Additional Rent is due (and if the amount of such overpayment credit exceeds the amount of such Additional Rent next due, Landlord shall pay Tenant the difference within thirty (30) days after Landlord's itemized Statement is delivered to Tenantfollowing delivery of such written statement). If Tenant has underpaid the amount of the Operating Expense Increase Expenses owing pursuant to this provision, Tenant shall pay the total amount of such deficiency to Landlord as Additional Rent with the next payment of Base Rent due under this Lease within thirty (30) days following delivery of written notice of said deficiency from Landlord to Tenant. (iii) In the event the average occupancy level of the Building or Project, as the case may be, for any calendar year was or is not one hundred percent (100%) of full occupancy, then the estimated Operating Expenses and actual Operating Expenses for such year shall be proportionately adjusted by Landlord to reflect those costs which would have occurred had the Building and/or Project, as the case may be, been one hundred percent (100%) occupied during such year. Such adjustment shall be based on Landlord's reasonable estimate consistently and fairly applied using standard real estate practices in the Portland, Oregon metropolitan area. (iv) Landlord shall keep its books of account and records concerning Operating Expenses in compliance with generally accepted standard real estate practices accounting principles and retain the same for two (2) years after the calendar year for which they were prepared. Unless Tenant requests an audit of Operating Expenses pursuant to Section 6.1(c) or objects in writing regarding specific discrepancies in the Operating Expense calculations for any calendar year within 270 ninety (90) days after receipt of Landlord's ’s final calculations for such calendar year, Tenant shall be deemed to have approved the same and to have waived the right to object to such calculations. Tenant, upon at least ten (10) days' advance written notice to Landlord and during business hours, may examine any invoices, receipts, canceled checks, vouchers or other records used to support the figures shown on the Statement, provided, however, that Tenant shall be entitled to such an examination only once in each calendar year and such examination shall only be of the Operating Expenses for the calendar year shown on the Statement. Tenant may only audit a specific calendar year once. Landlord may condition such review upon Tenant's (and its auditor's) execution of a reasonable form of confidentiality agreement. Except as provided in Section 6.1(a)(v) below, all costs of the review shall be borne by Tenant. If Tenant examines or audits Landlord's books and records under Section 6.1(a)(iv) or Section 6.1(a)(v)more than twice during the Term, Tenant shall reimburse all costs, fees, and expenses incurred by Landlord and its property manager in connection with the examination or audit, including, without limitation, photocopy charges, and administration fees for the time spent in connection with the audit or examination. All audits and examinations conducted by Tenant shall be conducted by an independent auditor with at least five years experience with standard real estate accounting practices in the Portland, Oregon area and such auditor shall not be compensated on a contingency fee basis. (v) Each Statement given by Landlord pursuant to this Section shall be conclusive and binding upon Tenant unless within 270 days after the receipt of such Statement Tenant shall notify Landlord that it disputes the correctness of the Statement, specifying the particular respects in which the Statement is claimed to be incorrect. If such disputes shall not have been settled by agreement, Tenant, at Tenant's expense, and after giving Landlord reasonable advance notice, may cause an examination or audit to be made of Landlord's books and records relating to such Statement by a certified public accountant, subject to the limitations set forth in Section 6.1(a)(iv). If the examination or audit discloses an error in the billings to Tenant, Tenant shall promptly pay the underpayment. If L▇▇▇▇▇▇▇ does not dispute the results of the audit, Landlord shall promptly pay to Tenant the overpayment, and if there has been an overpayment of greater than five percent (5%) of the amount of estimated Operating Expenses for the year in question, Landlord shall reimburse Tenant for the reasonable cost of the examination or audit. If Landlord disputes the results of the audit, Landlord and Tenant shall engage an independent certified public accountant (the "CPA") who shall resolve the dispute by choosing the results of Tenant's audit or Landlord's position. If the CPA agrees with Tenant, Landlord shall pay the fees of the CPA. If the CPA agrees with Landlord, Tenant shall pay the fees of the CPA.

Estimated Expenses. (i) Upon Prior to the Commencement Date, and thereafter prior to the commencement of each calendar year occurring wholly or partially within the Term or as soon as practical thereafterTerm, Landlord shall estimate the annual Operating Expense Increase Expenses payable by Tenant pursuant to this provision, and Tenant shall pay to Landlord on the first day of each month in advance, one-twelfth (1/12th) of Tenant's ’s Share of the such estimated Operating Expense Increase. Landlord's estimate will be reasonable and based on standard real estate accounting practices consistently and fairly applied. If Tenant requests, Landlord will provide Tenant with reasonably detailed documentation to support Landlord's estimateamount. In the event that during any calendar year of the Term, Landlord reasonably determines that the actual Operating Expense Increase Expenses for such year will exceed the estimated Operating Expense IncreaseExpenses, Landlord may revise such estimate by written notice to TenantTenant (but only once per year), and Tenant shall pay to Landlord, concurrently with the regular monthly rent payment next due following the receipt of the revised estimate, an amount equal to the difference between the initial one monthly estimate and the revised monthly estimate installment of such increase multiplied by the number of months expired during such calendar year to and shall also pay an amount equal to the revised monthly estimate for including the month of such payment; provided, however, in the event any line item of Landlord’s estimate for any calendar year increases by more than three percent (3%) over the prior calendar year, Landlord shall, at the time of the estimate revision, provide Tenant with reasonable substantiation of such increase. Subsequent installments shall be payable concurrently with the regular monthly Base Rent due for the balance of the calendar year and shall continue until the next calendar year's ’s estimate is rendered or rendered. Notwithstanding the foregoing, at Tenant’s request, Landlord next revises its agrees to meet with Tenant to discuss Landlord’s budget and estimate of the next year’s Operating Expense Increase, whichever occurs soonerExpenses. (ii) Within one hundred twenty ninety (12090) days following the end of each calendar year falling wholly or a reasonable time thereafterpartially during the Lease Term, Landlord shall provide Tenant with a written statement (the "Statement") of the actual total Operating Expenses for such year, showing in reasonable detail (A) year and there shall be an adjustment made to account for any difference between Tenant’s Share of the actual and the estimated Operating Expenses for the calendar previous year, broken down by component expenses, such as repairs, administration, utilities, janitorial, and Real Property Taxes; (B) the Base Year Operating Expenses; (C) the Operating Expense Increase for the calendar year; (D) the amount of Tenant's Share of the Operating Expense Increase; (E) the amount actually paid by Tenant during the calendar year toward the Operating Expense Increase; (F) the amount Tenant owes toward the Operating Expense Increase or the amount Landlord owes as a refund, and (G) the "gross-up" information required by Section 6.1(a)(iii) of this Lease. If Tenant has overpaid the amount of the Operating Expense Increase Expenses owing pursuant to this provision, Landlord shall, provided Tenant is not then in default hereunder beyond any applicable cure period, return to Tenant the amount of credit such overpayment within thirty (30) days after Landlord's itemized Statement is delivered to Tenant’s account. If Tenant has underpaid the amount of the Operating Expense Increase Expenses owing pursuant to this provision, Tenant shall pay the total amount of such deficiency to Landlord as Additional Rent with the next payment of Base Rent due under this Lease following delivery of written notice of said deficiency from Landlord to Tenant. (iii) In the event the average occupancy level of the Building or Project, as the case may be, for any calendar year was or is not one hundred percent (100%) of full occupancy, then the estimated Operating Expenses and actual Operating Expenses for such year shall be proportionately adjusted by Landlord to reflect those costs which would have occurred had the Building and/or Project, as the case may be, been one hundred percent (100%) occupied during such year. Such adjustment shall be based on Landlord's reasonable estimate consistently and fairly applied using standard real estate practices in the Portland, Oregon metropolitan area. (iv) Landlord shall keep its books of account and records concerning Operating Expenses in compliance with generally accepted standard real estate practices accounting principles and retain the same for two five (25) years after the calendar year for which they were prepared. Tenant shall have the right, at such time and place as Landlord may reasonably designate, not more than once in any twelve (12) month period, to inspect and audit Landlord’s books and records related to the operation and maintenance of the Project, for the purpose of verifying Operating Expenses payable by Tenant. Tenant may employ an independent public accounting firm or other consulting company to conduct the audit. The costs of the audit shall be paid by Tenant unless the audit shows that Landlord’s adjusted statement over-charged Tenant its share of Operating Expenses by more than three percent (3%), in which case Landlord shall pay all Tenant’s costs of the audit; provided, however, in the event Landlord disputes the results of Tenant’s audit, Landlord may, upon written notice to Tenant, submit the issue to binding arbitration pursuant to the rules of the American Arbitration Association, which arbitration shall take place in Seattle, Washington. Unless Tenant objects in writing regarding specific discrepancies in the Operating Expense calculations for any calendar year within 270 days twelve (12) months after receipt of Landlord's ’s final calculations for such calendar year, Tenant shall be deemed to have approved the same and to have waived the right to object to such calculations. TenantNotwithstanding anything in this Section 6.01 to the contrary, upon at least ten (10) days' advance written notice to Landlord and during business hours, may examine any invoices, receipts, canceled checks, vouchers or other records used to support commencing with the figures shown on the Statement, provided, however, that Tenant shall be entitled to such an examination only once in each second calendar year and such examination shall only be of the Operating Expenses for Lease Term, Tenant’s Share of controllable Common Area costs (defined as the calendar year shown on cost of landscaping, parking sweeping and snow removal, janitorial and other controllable expenses associated with the Statement. Tenant may only audit a specific calendar year once. Landlord may condition such review upon Tenant's (and its auditor's) execution of a reasonable form of confidentiality agreement. Except as provided in Section 6.1(a)(v) below, all costs physical upkeep of the review shall be borne by Tenant. If Tenant examines or audits Landlord's books and records under Section 6.1(a)(ivCommon Areas) or Section 6.1(a)(v)more than twice during the Term, Tenant shall reimburse all costs, fees, and expenses incurred by Landlord and its property manager in connection with the examination or audit, including, without limitation, photocopy charges, and administration fees for the time spent in connection with the audit or examination. All audits and examinations conducted by Tenant shall be conducted by an independent auditor with at least five years experience with standard real estate accounting practices in the Portland, Oregon area and such auditor shall not be compensated on a contingency fee basis. (v) Each Statement given increase by Landlord pursuant to this Section shall be conclusive and binding upon Tenant unless within 270 days after the receipt of such Statement Tenant shall notify Landlord that it disputes the correctness of the Statement, specifying the particular respects in which the Statement is claimed to be incorrect. If such disputes shall not have been settled by agreement, Tenant, at Tenant's expense, and after giving Landlord reasonable advance notice, may cause an examination or audit to be made of Landlord's books and records relating to such Statement by a certified public accountant, subject to the limitations set forth in Section 6.1(a)(iv). If the examination or audit discloses an error in the billings to Tenant, Tenant shall promptly pay the underpayment. If L▇▇▇▇▇▇▇ does not dispute the results of the audit, Landlord shall promptly pay to Tenant the overpayment, and if there has been an overpayment of greater more than five percent (5%) of the amount of estimated Operating Expenses for the per calendar year in question, Landlord shall reimburse Tenant for the reasonable cost of the examination or audit. If Landlord disputes the results of the audit, Landlord and Tenant shall engage an independent certified public accountant (the "CPA") who shall resolve the dispute by choosing the results of Tenant's audit or Landlord's position. If the CPA agrees with Tenant, Landlord shall pay the fees of the CPA. If the CPA agrees with Landlord, Tenant shall pay the fees of the CPAon a cumulative basis.

Estimated Expenses. (i) Upon the Commencement Dateof the Lease Term, and thereafter prior to the commencement of each calendar year occurring wholly or partially within the Term or as soon as practical thereafterTerm, Landlord shall estimate the annual Operating Expense Increase Expenses payable by Tenant pursuant to this provision, and Tenant shall pay to Landlord on the first day of each month in advance, one-twelfth (1/12th) of Tenant's Share of the such estimated Operating Expense Increase. Landlord's estimate will be reasonable and based on standard real estate accounting practices consistently and fairly applied. If Tenant requests, Landlord will provide Tenant with reasonably detailed documentation to support Landlord's estimateamount. In the event that during any calendar year of the Term, Landlord reasonably determines that the actual Operating Expense Increase Expenses for such year will exceed the estimated Operating Expense IncreaseExpenses, Landlord may revise such estimate by written notice to Tenant, and Tenant shall pay to Landlord, concurrently with the regular monthly rent payment next due following the receipt of the revised estimate, an amount equal to the difference between the initial one monthly estimate and the revised monthly estimate installment thereof multiplied by the number of months expired during such calendar year to and shall also pay an amount equal to the revised monthly estimate for including the month of such payment. Subsequent installments shall be payable concurrently with the regular monthly Base Rent due for the balance of the calendar year and shall continue until the next calendar year's estimate is rendered or Landlord next revises its estimate of the Operating Expense Increase, whichever occurs sooner. rendered. Within ninety (ii) Within one hundred twenty (12090) days following the end of each year or a reasonable time thereafteryear, Landlord shall provide Tenant with a written statement (the "Statement") of the actual total Operating Expenses for such year, showing in reasonable detail (A) the actual Operating Expenses year and there shall be an adjustment made to account for the calendar year, broken down by component expenses, such as repairs, administration, utilities, janitorial, and Real Property Taxes; (B) the Base Year Operating Expenses; (C) the Operating Expense Increase for the calendar year; (D) the amount of any difference between Tenant's Share of the actual and the estimated Operating Expense Increase; (E) Expenses for the amount actually paid by Tenant during the calendar year toward the Operating Expense Increase; (F) the amount Tenant owes toward the Operating Expense Increase or the amount Landlord owes as a refund, and (G) the "gross-up" information required by Section 6.1(a)(iii) of this Leaseprevious year. If Tenant has overpaid the amount of the Operating Expense Increase Expenses owing pursuant to this provision, Landlord shall, provided Tenant is not then in default hereunder beyond any applicable cure periodhereunder, return to Tenant the amount of credit such overpayment within thirty (30) days after Landlord's itemized Statement is delivered to Tenant's account. If Tenant has underpaid the amount of the Operating Expense Increase Expenses owing pursuant to this provision, Tenant shall pay the total amount of such deficiency to Landlord as Additional Rent with the next payment of Base Rent due under this Lease following delivery of written notice of said deficiency from Landlord to Tenant. (iii) In the event the average occupancy level of the Building or Project, as the case may be, for any calendar year was or is not one hundred percent (100%) of full occupancy, then the estimated Operating Expenses and actual Operating Expenses for such year shall be proportionately adjusted by Landlord to reflect those costs which would have occurred had the Building and/or Project, as the case may be, been one hundred percent (100%) occupied during such year. Such adjustment shall be based on Landlord's reasonable estimate consistently and fairly applied using standard real estate practices in the Portland, Oregon metropolitan area. (iv) Landlord shall keep its books of account and records concerning Operating Expenses in compliance with generally accepted standard real estate practices accounting principles and retain the same for two (2) years after the calendar year for which they were prepared. Unless Tenant objects in writing regarding specific discrepancies in the Operating Expense calculations for any calendar year within 270 days twelve (12)months after receipt of Landlord's final calculations for such calendar year, Tenant shall be deemed to have approved the same and to have waived the right to object to such calculations. Tenant, upon at least ten (10) days' advance written notice to Landlord and during business hours, may examine any invoices, receipts, canceled checks, vouchers or other records used to support the figures shown on the Statement, provided, however, that Tenant shall be entitled to such an examination only once in each calendar year and such examination shall only be of the Operating Expenses for the calendar year shown on the Statement. Tenant may only audit a specific calendar year once. Landlord may condition such review upon Tenant's (and its auditor's) execution of a reasonable form of confidentiality agreement. Except as provided in Section 6.1(a)(v) below, all costs of the review shall be borne by Tenant. If Tenant examines or audits Landlord's books and records under Section 6.1(a)(iv) or Section 6.1(a)(v)more than twice during the Term, Tenant shall reimburse all costs, fees, and expenses incurred by Landlord and its property manager in connection with the examination or audit, including, without limitation, photocopy charges, and administration fees for the time spent in connection with the audit or examination. All audits and examinations conducted by Tenant shall be conducted by an independent auditor with at least five years experience with standard real estate accounting practices in the Portland, Oregon area and such auditor shall not be compensated on a contingency fee basis. (v) Each Statement given by Landlord pursuant to this Section shall be conclusive and binding upon Tenant unless within 270 days after the receipt of such Statement Tenant shall notify Landlord that it disputes the correctness of the Statement, specifying the particular respects in which the Statement is claimed to be incorrect. If such disputes shall not have been settled by agreement, Tenant, at Tenant's expense, and after giving Landlord reasonable advance notice, may cause an examination or audit to be made of Landlord's books and records relating to such Statement by a certified public accountant, subject to the limitations set forth in Section 6.1(a)(iv). If the examination or audit discloses an error in the billings to Tenant, Tenant shall promptly pay the underpayment. If L▇▇▇▇▇▇▇ does not dispute the results of the audit, Landlord shall promptly pay to Tenant the overpayment, and if there has been an overpayment of greater than five percent (5%) of the amount of estimated Operating Expenses for the year in question, Landlord shall reimburse Tenant for the reasonable cost of the examination or audit. If Landlord disputes the results of the audit, Landlord and Tenant shall engage an independent certified public accountant (the "CPA") who shall resolve the dispute by choosing the results of Tenant's audit or Landlord's position. If the CPA agrees with Tenant, Landlord shall pay the fees of the CPA. If the CPA agrees with Landlord, Tenant shall pay the fees of the CPA.

Estimated Expenses. (i) Upon Prior to the Commencement Date, and thereafter prior to the commencement of each calendar year occurring wholly or partially within the Term or as soon as practical thereafterTerm, Landlord shall estimate the annual Operating Expense Increase Expenses payable by Tenant pursuant to this provision, and Tenant shall pay to Landlord on the first day of each month in advance, one-twelfth (1/12th) of Tenant's ’s Share of the such estimated Operating Expense Increase. Landlord's estimate will be reasonable and based on standard real estate accounting practices consistently and fairly applied. If Tenant requests, Landlord will provide Tenant with reasonably detailed documentation to support Landlord's estimateamount. In the event that during any calendar year of the Term, Landlord reasonably determines that the actual Operating Expense Increase Expenses for such year will exceed the estimated Operating Expense IncreaseExpenses, Landlord may revise such estimate by written notice to TenantTenant (but only once per year), and Tenant shall pay to Landlord, concurrently with the regular monthly rent payment next due following the receipt of the revised estimate, an amount equal to the difference between the initial one monthly estimate and the revised monthly estimate installment of such increase multiplied by the number of months expired during such calendar year to and shall also pay an amount equal to the revised monthly estimate for including the month of such payment; provided, however, in the event any line item of Landlord’s estimate for any calendar year increases by more than three percent (3%) over the prior calendar year, Landlord shall, at the time of the estimate revision, provide Tenant with reasonable substantiation of such increase. Subsequent installments shall be payable concurrently with the regular monthly Base Rent due for the balance of the calendar year and shall continue until the next calendar year's ’s estimate is rendered or rendered. Notwithstanding the foregoing, at Tenant’s request, Landlord next revises its agrees to meet with Tenant to discuss Landlord’s budget and estimate of the next year’s Operating Expense Increase, whichever occurs soonerExpenses. (ii) Within one hundred twenty ninety (12090) days following the end of each calendar year falling wholly or a reasonable time thereafterpartially during the Lease Term, Landlord shall provide Tenant with a written statement (the "Statement") of the actual total Operating Expenses for such year, showing in reasonable detail (A) year and there shall be an adjustment made to account for any difference between Tenant’s Share of the actual and the estimated Operating Expenses for the calendar previous year, broken down by component expenses, such as repairs, administration, utilities, janitorial, and Real Property Taxes; (B) the Base Year Operating Expenses; (C) the Operating Expense Increase for the calendar year; (D) the amount of Tenant's Share of the Operating Expense Increase; (E) the amount actually paid by Tenant during the calendar year toward the Operating Expense Increase; (F) the amount Tenant owes toward the Operating Expense Increase or the amount Landlord owes as a refund, and (G) the "gross-up" information required by Section 6.1(a)(iii) of this Lease. If Tenant has overpaid the amount of the Operating Expense Increase Expenses owing pursuant to this provision, Landlord shall, provided Tenant is not then in default hereunder beyond any applicable cure period, return to Tenant the amount of shall credit such overpayment within thirty (30) days after Landlord's itemized Statement is delivered to Tenant’s account. If Tenant has underpaid the amount of the Operating Expense Increase Expenses owing pursuant to this provision, Tenant shall pay the total amount of such deficiency to Landlord as Additional Rent with the next payment of Base Rent due under this Lease following delivery of written notice of said deficiency from Landlord to Tenant. (iii) In the event the average occupancy level of the Building or Project, as the case may be, for any calendar year was or is not one hundred percent (100%) of full occupancy, then the estimated Operating Expenses and actual Operating Expenses for such year shall be proportionately adjusted by Landlord to reflect those costs which would have occurred had the Building and/or Project, as the case may be, been one hundred percent (100%) occupied during such year. Such adjustment shall be based on Landlord's reasonable estimate consistently and fairly applied using standard real estate practices in the Portland, Oregon metropolitan area. (iv) Landlord shall keep its books of account and records concerning Operating Expenses in compliance with generally accepted standard real estate practices accounting principles and retain the same for two five (25) years after the calendar year for which they were prepared. Tenant shall have the right, at such time and place as Landlord may reasonably designate, not more than once in any twelve (12) month period, to inspect and audit Landlord’s books and records related to the operation and maintenance of the Project, for the purpose of verifying Operating Expenses payable by Tenant. Tenant may employ an independent public accounting firm or other consulting company to conduct the audit. The costs of the audit shall be paid by Tenant unless the audit shows that Landlord’s adjusted statement over-charged Tenant its share of Operating Expenses by more than three percent (3%), in which case Landlord shall pay all Tenant’s costs of the audit; provided, however, in the event Landlord disputes the results of Tenant’s audit, Landlord may, upon written notice to Tenant, submit the issue to binding arbitration pursuant to the rules of the American Arbitration Association, which arbitration shall take place in Seattle, Washington. Unless Tenant objects in writing regarding specific discrepancies in the Operating Expense calculations for any calendar year within 270 days twelve (12) months after receipt of Landlord's ’s final calculations for such calendar year, Tenant shall be deemed to have approved the same and to have waived the right to object to such calculations. TenantNotwithstanding anything in this Section 6.01 to the contrary, upon at least ten (10) days' advance written notice to Landlord and during business hours, may examine any invoices, receipts, canceled checks, vouchers or other records used to support commencing with the figures shown on the Statement, provided, however, that Tenant shall be entitled to such an examination only once in each second calendar year and such examination shall only be of the Operating Expenses for Lease Term, Tenant’s Share of controllable Common Area costs (defined as the calendar year shown on cost of landscaping, parking sweeping and snow removal, janitorial and other controllable expenses associated with the Statement. Tenant may only audit a specific calendar year once. Landlord may condition such review upon Tenant's (and its auditor's) execution of a reasonable form of confidentiality agreement. Except as provided in Section 6.1(a)(v) below, all costs physical upkeep of the review shall be borne by Tenant. If Tenant examines or audits Landlord's books and records under Section 6.1(a)(ivCommon Areas) or Section 6.1(a)(v)more than twice during the Term, Tenant shall reimburse all costs, fees, and expenses incurred by Landlord and its property manager in connection with the examination or audit, including, without limitation, photocopy charges, and administration fees for the time spent in connection with the audit or examination. All audits and examinations conducted by Tenant shall be conducted by an independent auditor with at least five years experience with standard real estate accounting practices in the Portland, Oregon area and such auditor shall not be compensated on a contingency fee basis. (v) Each Statement given increase by Landlord pursuant to this Section shall be conclusive and binding upon Tenant unless within 270 days after the receipt of such Statement Tenant shall notify Landlord that it disputes the correctness of the Statement, specifying the particular respects in which the Statement is claimed to be incorrect. If such disputes shall not have been settled by agreement, Tenant, at Tenant's expense, and after giving Landlord reasonable advance notice, may cause an examination or audit to be made of Landlord's books and records relating to such Statement by a certified public accountant, subject to the limitations set forth in Section 6.1(a)(iv). If the examination or audit discloses an error in the billings to Tenant, Tenant shall promptly pay the underpayment. If L▇▇▇▇▇▇▇ does not dispute the results of the audit, Landlord shall promptly pay to Tenant the overpayment, and if there has been an overpayment of greater more than five percent (5%) of the amount of estimated Operating Expenses for the per calendar year in question, Landlord shall reimburse Tenant for the reasonable cost of the examination or audit. If Landlord disputes the results of the audit, Landlord and Tenant shall engage an independent certified public accountant (the "CPA") who shall resolve the dispute by choosing the results of Tenant's audit or Landlord's position. If the CPA agrees with Tenant, Landlord shall pay the fees of the CPA. If the CPA agrees with Landlord, Tenant shall pay the fees of the CPAon a cumulative basis.

Estimated Expenses. Tenant shall pay to Landlord, as Additional Rent, the amount by which Tenant's Share of Operating Expenses (ias such terms are defined below) Upon exceeds the Commencement DateOperating Expense Allowance set forth in Section 1.1 hereof. Commencing with the second (2nd) year of the Term, and thereafter prior to the commencement of each calendar year occurring wholly or partially within of the Term or as soon as practical thereafterTerm, Landlord shall reasonably estimate the annual Operating Expense Increase Additional Rent payable by Tenant pursuant to this provision, and Tenant shall pay to Landlord on the first day of each month in advance, one-twelfth (1/12thl/12th) of Landlord's estimated amount. Tenant's Share of Operating Expenses for calendar year 1993 shall be prorated to include only the estimated Operating Expense Increase. Landlord's estimate will be reasonable and based on standard real estate accounting practices consistently and fairly applied. If Tenant requests, Landlord will provide Tenant with reasonably detailed documentation to support Landlord's estimate. In period after commencement of the event that during any calendar second (2nd) year of the Term, Landlord reasonably determines that Term to and including the actual Operating Expense Increase for such year will exceed the estimated Operating Expense Increase, Landlord may revise such estimate by written notice to Tenant, and Tenant shall pay to Landlord, concurrently with the regular monthly rent payment next due following the receipt expiration of the revised estimate, an amount equal to the difference between the initial monthly estimate and the revised monthly estimate multiplied by the number of months expired during such calendar year and shall also pay an amount equal to the revised monthly estimate for the month of such payment. Subsequent installments shall be payable concurrently with the regular monthly Base Rent due for the balance of the calendar year and shall continue until the next 1993 calendar year's estimate is rendered or Landlord next revises its estimate of the Operating Expense Increase, whichever occurs sooner. (ii) Within one hundred twenty (120) days following . At the end of each year or a reasonable time thereaftercalendar year, Landlord there shall provide Tenant with a written statement (the "Statement") of be an adjustment made to account for any difference between the actual total and the estimated Operating Expenses for such year, showing in reasonable detail (A) the actual Operating Expenses for the calendar year, broken down by component expenses, such as repairs, administration, utilities, janitorial, and Real Property Taxes; (B) the Base Year Operating Expenses; (C) the Operating Expense Increase for the calendar year; (D) the amount of Tenant's Share of the Operating Expense Increase; (E) the amount actually paid by Tenant during the calendar year toward the Operating Expense Increase; (F) the amount Tenant owes toward the Operating Expense Increase or the amount Landlord owes as a refund, and (G) the "gross-up" information required by Section 6.1(a)(iii) of this Lease. If Tenant has overpaid the amount of the Operating Expense Increase Additional Rent owing pursuant to this provision, Landlord shall, provided Tenant is not then in default hereunder beyond any applicable cure periodhereunder, return to Tenant the amount of refund such overpayment within thirty (30) days after Landlord's itemized Statement is delivered to Tenant; provided that if said overpayment is equal to or less than one month's Base Rent, Landlord shall credit such overpayment to the next month's Base Rent. If Tenant has underpaid the amount of the Operating Expense Increase Additional Rent owing pursuant to this provision, Tenant shall pay the total amount of such deficiency to Landlord as Additional Rent in monthly installments equal to one-half the current Base Rent or the balance due, whichever is less, with the next payment payment(s) of Base Rent due under this Lease following delivery of written notice of said deficiency from Landlord to Tenant. (iii) In the event the average occupancy level . Landlord shall provide Tenant with a statement of the Building or Project, as the case may be, for any calendar year was or is not one hundred percent (100%) of full occupancy, then the estimated Operating Expenses and actual Operating Expenses showing in reasonable detail the separate charges for such year shall be proportionately adjusted by Landlord to reflect those costs which would have occurred had the Building and/or Project, as the case may be, been one hundred percent (100%) occupied during such year. Such adjustment shall be based on Landlord's reasonable estimate consistently and fairly applied using standard real estate practices in the Portland, Oregon metropolitan area. (iv) Landlord shall keep its books of account and records concerning Operating Expenses in compliance with generally accepted standard real estate practices and retain the same for two (2) years after the calendar year for which they were prepared. Unless Tenant objects in writing regarding specific discrepancies in the Operating Expense calculations for any calendar year within 270 days after receipt of Landlord's final calculations for such calendar year, Tenant shall be deemed to have approved the same and to have waived the right to object to such calculations. Tenant, upon at least ten (10) days' advance written notice to Landlord and during business hours, may examine any invoices, receipts, canceled checks, vouchers or other records used to support the figures shown on the Statement, provided, however, that Tenant shall be entitled to such an examination only once in each calendar year and such examination shall only be of the Operating Expenses for the calendar year shown on the Statement. Tenant may only audit a specific calendar year once. Landlord may condition such review upon Tenant's (and its auditor's) execution of a reasonable form of confidentiality agreement. Except as provided in Section 6.1(a)(v) below, all costs of the review shall be borne by Tenant. If Tenant examines or audits Landlord's books and records under Section 6.1(a)(iv) or Section 6.1(a)(v)more than twice during the Term, Tenant shall reimburse all costs, fees, and expenses incurred by Landlord and its property manager in connection with the examination or audit, including, without limitation, photocopy charges, and administration fees for the time spent in connection with the audit or examination. All audits and examinations conducted by Tenant shall be conducted by an independent auditor with at least five years experience with standard real estate accounting practices in the Portland, Oregon area and such auditor shall not be compensated on a contingency fee basisprevious year. (v) Each Statement given by Landlord pursuant to this Section shall be conclusive and binding upon Tenant unless within 270 days after the receipt of such Statement Tenant shall notify Landlord that it disputes the correctness of the Statement, specifying the particular respects in which the Statement is claimed to be incorrect. If such disputes shall not have been settled by agreement, Tenant, at Tenant's expense, and after giving Landlord reasonable advance notice, may cause an examination or audit to be made of Landlord's books and records relating to such Statement by a certified public accountant, subject to the limitations set forth in Section 6.1(a)(iv). If the examination or audit discloses an error in the billings to Tenant, Tenant shall promptly pay the underpayment. If L▇▇▇▇▇▇▇ does not dispute the results of the audit, Landlord shall promptly pay to Tenant the overpayment, and if there has been an overpayment of greater than five percent (5%) of the amount of estimated Operating Expenses for the year in question, Landlord shall reimburse Tenant for the reasonable cost of the examination or audit. If Landlord disputes the results of the audit, Landlord and Tenant shall engage an independent certified public accountant (the "CPA") who shall resolve the dispute by choosing the results of Tenant's audit or Landlord's position. If the CPA agrees with Tenant, Landlord shall pay the fees of the CPA. If the CPA agrees with Landlord, Tenant shall pay the fees of the CPA.

Estimated Expenses. (i) Upon the Commencement Date, and thereafter prior to the commencement of each calendar year occurring wholly or partially within the Term or as soon as practical thereafter, Landlord shall estimate the annual Operating Expense Increase payable by Tenant pursuant to this provision, and Tenant shall pay to Landlord on the first day of each month in advance, one-twelfth (1/12th) of Tenant's Share of the estimated Operating Expense Increase. Landlord's estimate will be reasonable and based on standard real estate accounting practices consistently and fairly applied. If Tenant requests, Landlord will provide Tenant with reasonably detailed documentation to support Landlord's estimate. In the event that during any calendar year of the Term, Landlord reasonably determines that the actual Operating Expense Increase for such year will exceed the estimated Operating Expense Increase, Landlord may revise such estimate by written notice to Tenant, and Tenant shall pay to Landlord, concurrently with the regular monthly rent payment next due following the receipt of the revised estimate, an amount equal to the difference between the initial monthly estimate and the revised monthly estimate multiplied by the number of months expired during such calendar year and shall also pay an amount equal to the revised monthly estimate for the month of such payment. Subsequent installments shall be payable concurrently with the regular monthly Base Rent due for the balance of the calendar year and shall continue until the next calendar year's estimate is rendered or Landlord next revises its estimate of the Operating Expense Increase, whichever occurs soonersooner . (ii) Within one hundred twenty (120) days following the end of each year or a reasonable time thereafter, Landlord shall provide Tenant with a written statement (the "Statement") of the actual total Operating Expenses for such year, showing in reasonable detail (A) the actual Operating Expenses for the calendar year, broken down by component expenses, such as repairs, administration, utilities, janitorial, and Real Property Taxes; (B) the Base Year Operating Expenses; (C) the Operating Expense Increase for the calendar year; (D) the amount of Tenant's Share of the Operating Expense Increase; (E) the amount actually paid by Tenant during the calendar year toward the Operating Expense Increase; (F) the amount Tenant owes toward the Operating Expense Increase or the amount Landlord owes as a refund, and (G) the "gross-up" information required by Section 6.1(a)(iii) of this Lease. If Tenant has overpaid the amount of the Operating Expense Increase owing pursuant to this provision, Landlord shall, provided Tenant is not then in default hereunder beyond any applicable cure period, return to Tenant the amount of such overpayment within thirty (30) days after Landlord's itemized Statement is delivered to Tenant. If Tenant has underpaid the amount of the Operating Expense Increase owing pursuant to this provision, Tenant shall pay the total amount of such deficiency to Landlord as Additional Rent with the next payment of Base Rent due under this Lease following delivery of written notice of said deficiency from Landlord to Tenant. (iii) In the event the average occupancy level of the Building or Project, as the case may be, for any calendar year was or is not one hundred percent (100%) of full occupancy, then the estimated Operating Expenses and actual Operating Expenses for such year shall be proportionately adjusted by Landlord to reflect those costs which would have occurred had the Building and/or Project, as the case may be, been one hundred percent (100%) occupied during such year. Such adjustment shall be based on Landlord's reasonable estimate consistently and fairly applied using standard real estate practices in the Portland, Oregon metropolitan area. (iv) Landlord shall keep its books of account and records concerning Operating Expenses in compliance with generally accepted standard real estate practices and retain the same for two (2) years after the calendar year for which they were prepared. Unless Tenant objects in writing regarding specific discrepancies in the Operating Expense calculations for any calendar year within 270 days after receipt of Landlord's final calculations for such calendar year, Tenant shall be deemed to have approved the same and to have waived the right to object to such calculations. Tenant, upon at least ten (10) days' advance written notice to Landlord and during business hours, may examine any invoices, receipts, canceled checks, vouchers or other records used to support the figures shown on the Statement, provided, however, that Tenant shall be entitled to such an examination only once in each calendar year and such examination shall only be of the Operating Expenses for the calendar year shown on the Statement. Tenant may only audit a specific calendar year once. Landlord may condition such review upon Tenant's (and its auditor's) execution of a reasonable form of confidentiality agreement. Except as provided in Section 6.1(a)(v) below, all costs of the review shall be borne by Tenant. If Tenant examines or audits Landlord's books and records under Section 6.1(a)(iv) or Section 6.1(a)(v)more than twice during the Term, Tenant shall reimburse all costs, fees, and expenses incurred by Landlord and its property manager in connection with the examination or audit, including, without limitation, photocopy charges, and administration fees for the time spent in connection with the audit or examination. All audits and examinations conducted by Tenant shall be conducted by an independent auditor with at least five years experience with standard real estate accounting practices in the Portland, Oregon area and such auditor shall not be compensated on a contingency fee basis. (v) Each Statement given by Landlord pursuant to this Section shall be conclusive and binding upon Tenant unless within 270 days after the receipt of such Statement Tenant shall notify Landlord that it disputes the correctness of the Statement, specifying the particular respects in which the Statement is claimed to be incorrect. If such disputes shall not have been settled by agreement, Tenant, at Tenant's expense, and after giving Landlord reasonable advance notice, may cause an examination or audit to be made of Landlord's books and records relating to such Statement by a certified public accountant, subject to the limitations set forth in Section 6.1(a)(iv). If the examination or audit discloses an error in the billings to Tenant, Tenant shall promptly pay the underpayment. If L▇▇▇▇▇▇▇ does not dispute the results of the audit, Landlord shall promptly pay to Tenant the overpayment, and if there has been an overpayment of greater than five percent (5%) of the amount of estimated Operating Expenses for the year in question, Landlord shall reimburse Tenant for the reasonable cost of the examination or audit. If Landlord disputes the results of the audit, Landlord and Tenant shall engage an independent certified public accountant (the "CPA") who shall resolve the dispute by choosing the results of Tenant's audit or Landlord's position. If the CPA agrees with Tenant, Landlord shall pay the fees of the CPA. If the CPA agrees with Landlord, Tenant shall pay the fees of the CPA.

Estimated Expenses. (i) Upon the Commencement Dateof the Lease Term, and thereafter prior to the commencement of each calendar year occurring wholly or partially within the Term or as soon as practical thereafterTerm, Landlord shall estimate the annual Operating Expense Increase Expenses payable by Tenant pursuant to this provision, and Tenant shall pay to Landlord on the first day of each month in advance, one-twelfth (1/12th) of Tenant's Share of the such estimated Operating Expense Increase. Landlord's estimate will be reasonable and based on standard real estate accounting practices consistently and fairly applied. If Tenant requests, Landlord will provide Tenant with reasonably detailed documentation to support Landlord's estimateamount. In the event that during any calendar year of the Term, Landlord reasonably determines that the actual Operating Expense Increase Expenses for such year will exceed the estimated Operating Expense IncreaseExpenses, Landlord may revise such estimate by written notice to Tenant, and Tenant shall pay to Landlord, concurrently with the regular monthly rent payment next due following the receipt of the revised estimate, an amount equal to one monthly installment thereof plus the difference between monthly shortfall from the initial monthly new estimate and over the revised monthly prior estimate multiplied by the number of months expired during such calendar year and shall also pay an amount equal to the revised monthly estimate for the month of such paymentyear. Subsequent installments shall be payable concurrently with the regular monthly Base Rent due for the balance of the calendar year and shall continue until the next calendar year's estimate is rendered or Landlord next revises its estimate of the Operating Expense Increase, whichever occurs sooner. rendered. Within ninety (ii) Within one hundred twenty (12090) days following the end of each year or a reasonable time thereafteryear, Landlord shall provide Tenant with a written statement (the "Statement") of the actual total Operating Expenses for such year, showing in reasonable detail (A) the actual Operating Expenses year and there shall be an adjustment made to account for the calendar year, broken down by component expenses, such as repairs, administration, utilities, janitorial, and Real Property Taxes; (B) the Base Year Operating Expenses; (C) the Operating Expense Increase for the calendar year; (D) the amount of any difference between Tenant's Share of the actual and the estimated Operating Expense Increase; (E) Expenses for the amount actually paid by Tenant during the calendar year toward the Operating Expense Increase; (F) the amount Tenant owes toward the Operating Expense Increase or the amount Landlord owes as a refund, and (G) the "gross-up" information required by Section 6.1(a)(iii) of this Leaseprevious year. If Tenant has overpaid the amount of the Operating Expense Increase Expenses owing pursuant to this provision, Landlord shall, provided Tenant is not then in monetary default hereunder beyond any applicable cure periodhereunder, return to Tenant the amount of credit such overpayment within thirty (30) days after Landlord's itemized Statement is delivered to Tenant's account. If Tenant has underpaid the amount of the Operating Expense Increase Expenses owing pursuant to this provision, Tenant shall pay the total amount of such deficiency to Landlord as Additional Rent with the next payment of Base Rent due under this Lease following delivery of written notice of said deficiency from Landlord to Tenant. (iii) In the event the average occupancy level of the Building or Project, as the case may be, for any calendar year was or is not one hundred percent (100%) of full occupancy, then the estimated Operating Expenses and actual Operating Expenses for such year shall be proportionately adjusted by Landlord to reflect those costs which would have occurred had the Building and/or Project, as the case may be, been one hundred percent (100%) occupied during such year. Such adjustment shall be based on Landlord's reasonable estimate consistently and fairly applied using standard real estate practices in the Portland, Oregon metropolitan area. (iv) Landlord shall keep its books of account and records concerning Operating Expenses in compliance with generally accepted standard real estate practices accounting principles and retain the same for two (2) years after the calendar year for which they were prepared. Unless Tenant objects in writing regarding specific discrepancies in the Operating Expense calculations for any calendar year within 270 days six (6) months after receipt of Landlord's final calculations for such calendar year, Tenant shall be deemed to have approved the same and to have waived the right to object to such calculations. Tenant, upon at least ten (10) days' advance written notice to Landlord and during business hours, may examine any invoices, receipts, canceled checks, vouchers or other records used to support the figures shown on the Statement, provided, however, that Tenant shall be entitled to such an examination only once in each calendar year and such examination shall only be of the Operating Expenses for the calendar year shown on the Statement. Tenant may only audit a specific calendar year once. Landlord may condition such review upon Tenant's (and its auditor's) execution of a reasonable form of confidentiality agreement. Except as provided in Section 6.1(a)(v) below, all costs of the review shall be borne by Tenant. If Tenant examines or audits Landlord's books and records under Section 6.1(a)(iv) or Section 6.1(a)(v)more than twice during the Term, Tenant shall reimburse all costs, fees, and expenses incurred by Landlord and its property manager in connection with the examination or audit, including, without limitation, photocopy charges, and administration fees for the time spent in connection with the audit or examination. All audits and examinations conducted by Tenant shall be conducted by an independent auditor with at least five years experience with standard real estate accounting practices in the Portland, Oregon area and such auditor shall not be compensated on a contingency fee basis. (v) Each Statement given by Landlord pursuant to this Section shall be conclusive and binding upon Tenant unless within 270 days after the receipt of such Statement Tenant shall notify Landlord that it disputes the correctness of the Statement, specifying the particular respects in which the Statement is claimed to be incorrect. If such disputes shall not have been settled by agreement, Tenant, at Tenant's expense, and after giving Landlord reasonable advance notice, may cause an examination or audit to be made of Landlord's books and records relating to such Statement by a certified public accountant, subject to the limitations set forth in Section 6.1(a)(iv). If the examination or audit discloses an error in the billings to Tenant, Tenant shall promptly pay the underpayment. If L▇▇▇▇▇▇▇ does not dispute the results of the audit, Landlord shall promptly pay to Tenant the overpayment, and if there has been an overpayment of greater than five percent (5%) of the amount of estimated Operating Expenses for the year in question, Landlord shall reimburse Tenant for the reasonable cost of the examination or audit. If Landlord disputes the results of the audit, Landlord and Tenant shall engage an independent certified public accountant (the "CPA") who shall resolve the dispute by choosing the results of Tenant's audit or Landlord's position. If the CPA agrees with Tenant, Landlord shall pay the fees of the CPA. If the CPA agrees with Landlord, Tenant shall pay the fees of the CPA.

Estimated Expenses. (i) Upon the Commencement Dateof the Lease Term, and thereafter prior to the commencement of each calendar year occurring wholly or partially within the Term or as soon as practical thereafterTerm, Landlord shall estimate the annual Operating Expense Increase Expenses payable by Tenant pursuant to this provision, and Tenant shall pay to Landlord on the first day of each month in advance, one-twelfth (1/12th) of Tenant's Share of the such estimated Operating Expense Increase. Landlord's estimate will be reasonable and based on standard real estate accounting practices consistently and fairly applied. If Tenant requests, Landlord will provide Tenant with reasonably detailed documentation to support Landlord's estimateamount. In the event that during any calendar year of the TermTerm (but not more than once in any calendar year), Landlord reasonably determines that the actual Operating Expense Increase Expenses for such year will exceed (or be less than) the estimated Operating Expense IncreaseExpenses, Landlord may revise such estimate by written notice to Tenant, in reasonably sufficient detail to substantiate the revisions, and Tenant shall pay to Landlord, concurrently with the regular monthly rent payment next due following the receipt of the revised estimate, an amount equal to the difference between the initial one monthly estimate and the revised monthly estimate installment thereof multiplied by the number of months expired during such calendar year to and shall also pay an amount equal to the revised monthly estimate for including the month of such payment, if an excess is due, or in the event Landlord's estimate is less than the prior estimate, Tenant shall receive a credit against its next payment of Operating Expenses for any overpayment by Tenant to date. Subsequent installments shall be payable concurrently with the regular monthly Base Rent due for the balance of the calendar year and shall continue until the next calendar year's estimate is rendered or Landlord next revises its estimate of the Operating Expense Increase, whichever occurs sooner. rendered. Within ninety (ii) Within one hundred twenty (12090) days following the end of each year or a reasonable time thereafteryear, Landlord shall provide Tenant with a written statement (the "Statement") of the actual total Operating Expenses for such year, showing in reasonable reasonably sufficient detail (A) the actual Operating Expenses for the calendar year, broken down by component with supporting documentation as Tenant may reasonably request to verify such expenses, such as repairs, administration, utilities, janitorial, and Real Property Taxes; (B) the Base Year Operating Expenses; (C) the Operating Expense Increase there shall be an adjustment made to account for the calendar year; (D) the amount of any difference between Tenant's Share of the actual and the estimated Operating Expense Increase; (E) Expenses for the amount actually paid by Tenant during the calendar year toward the Operating Expense Increase; (F) the amount Tenant owes toward the Operating Expense Increase or the amount Landlord owes as a refund, and (G) the "gross-up" information required by Section 6.1(a)(iii) of this Leaseprevious year. If Tenant has overpaid the amount of the Operating Expense Increase Expenses owing pursuant to this provision, Landlord shall, provided Tenant is not then in default hereunder beyond of any applicable cure periodRent or other monetary payment hereunder, return to Tenant the amount of credit such overpayment within thirty (30) days after Landlord's itemized Statement is delivered to Tenant's account or promptly refund such overpayment if this Lease has terminated or expired. If Tenant has underpaid the amount of the Operating Expense Increase Expenses owing pursuant to this provision, Tenant shall pay the total amount of such deficiency to Landlord as Additional Rent with the next payment of Base Rent due under this Lease following delivery of written notice of said deficiency from Landlord to Tenant. (iii) In the event the average occupancy level of the Building or Project, as the case may be, for any calendar year was or is not one hundred percent (100%) of full occupancy, then the estimated Operating Expenses and actual Operating Expenses for such year shall be proportionately adjusted by Landlord to reflect those costs which would have occurred had the Building and/or Project, as the case may be, been one hundred percent (100%) occupied during such year. Such adjustment shall be based on Landlord's reasonable estimate consistently and fairly applied using standard real estate practices in the Portland, Oregon metropolitan area. (iv) Landlord shall keep its books of account and records concerning Operating Expenses in compliance with generally accepted standard real estate practices accounting principles and retain the same for two three (23) years after the calendar year for which they were prepared. Unless Tenant objects in writing regarding specific discrepancies in the Operating Expense calculations for any calendar year within 270 days six (6) months after receipt of Landlord's final calculations for such calendar year, Tenant shall be deemed to have approved the same and to have waived the right to object to such calculations. Tenant, upon at least ten (10) days' advance written notice Tenant has the right to Landlord and during business hours, may examine any invoices, receipts, canceled checks, vouchers or other records used to support the figures shown on the Statement, provided, however, that Tenant shall be entitled to such an examination only once in each calendar year and such examination shall only be of the Operating Expenses for the calendar year shown on the Statement. Tenant may only audit a specific calendar year once. Landlord may condition such review upon Tenant's (and its auditor's) execution of a reasonable form of confidentiality agreement. Except as provided in Section 6.1(a)(v) below, all costs of the review shall be borne by Tenant. If Tenant examines or audits Landlord's books and records under Section 6.1(a)(ivfor Operating Expenses for any calendar year, at any time within the six (6) month period following Tenant's receipt of Landlord's final calculations for such applicable calendar year, with or Section 6.1(a)(v)more than twice during the Term, without specific objection or discrepancy in mind. Tenant shall reimburse all costspay for any such audit unless such audit reveals an overpayment by Tenant of more than $10,000.00 for an applicable calendar year, feesin which event Landlord shall pay the cost of such audit. In the event Landlord disputes any discrepancy in Tenant's audit, and expenses incurred by Landlord and its property manager in connection at Landlord's request, the matter shall be submitted to binding arbitration with the examination American Arbitration Association in its Seattle, Washington office. Upon any final determination of overpayment or audit, including, without limitation, photocopy charges, and administration fees for the time spent in connection with the audit or examination. All audits and examinations conducted underpayment by Tenant shall be conducted by an independent auditor with at least five years experience with standard real estate accounting practices in the Portland, Oregon area and such auditor shall not be compensated on a contingency fee basis. (v) Each Statement given by Landlord of Operating Expenses pursuant to this Section shall be conclusive and binding upon Tenant unless within 270 days after 6.01, the receipt of such Statement Tenant shall notify Landlord that it disputes party owing the correctness of the Statement, specifying the particular respects in which the Statement is claimed to be incorrect. If such disputes shall not have been settled by agreement, Tenant, at Tenant's expense, and after giving Landlord reasonable advance notice, may cause an examination payment or audit to be made of Landlord's books and records relating to such Statement by a certified public accountant, subject refund to the limitations other shall pay the same, together with interest thereon at the rate set forth in Section 6.1(a)(iv). If 5.03 above from the examination or audit discloses an error in the billings to Tenant, Tenant shall promptly pay the underpayment. If L▇▇▇▇▇▇▇ does not dispute the results date of the auditdetermination within ten (10) days after such determination. Notwithstanding anything in this Section 6.01 to the contrary, Landlord commencing with the second calendar year of the Lease Term, Tenant's Share of Common Area maintenance costs (defined as the cost of landscaping, parking sweeping and snow removal, janitorial and other controllable expenses associated with the physical upkeep of the Common Areas) shall promptly pay to Tenant the overpayment, and if there has been an overpayment of greater not increase by more than five seven percent (57%) of the amount of estimated Operating Expenses for the per calendar year in question, Landlord shall reimburse Tenant for the reasonable cost of the examination or audit. If Landlord disputes the results of the audit, Landlord and Tenant shall engage an independent certified public accountant (the "CPA") who shall resolve the dispute by choosing the results of Tenant's audit or Landlord's position. If the CPA agrees with Tenant, Landlord shall pay the fees of the CPA. If the CPA agrees with Landlord, Tenant shall pay the fees of the CPAon a cumulative basis.