RENT UPON EXECUTION OF THE LEASE AS SET FORTH IN ARTICLE 1.6 OF THE LEASE.
2.2.
MINIMUM ANNUAL RENT ESCALATION.
ON EACH JULY 1, DURING THE TERM
OF THE LEASE, THE AMOUNT OF MINIMUM ANNUAL RENT (AS PREVIOUSLY ADJUSTED BY THIS
ARTICLE) SHALL BE ADJUSTED UPWARDS BY THREE AND ONE HALF PERCENT (3.5%) THEREOF,
WITH THE AMOUNT OF EACH MONTHLY INSTALLMENT OF MINIMUM ANNUAL RENT TO BE
ADJUSTED FOR THE FOLLOWING TWELVE (12) MONTHS SO AS TO BE EQUAL TO ONE TWELFTH
(1/12) OF THE ADJUSTED MINIMUM ANNUAL RENT.
ATTACHED HERETO AND INCORPORATED
HEREIN BY REFERENCE IN PARAGRAPH 2 OF EXHIBIT "B" IS A SCHEDULE SHOWING THE
MINIMUM ANNUAL RENTAL AMOUNTS DUE OVER THE TERM OF THE LEASE, WITH THE
ADJUSTMENTS INCLUDED.
2.3.
REIMBURSEMENT FOR REAL ESTATE, INSURANCE COSTS AND COMMON AREA
OPERATING COSTS.
AS ADDITIONAL RENT, TENANT SHALL PAY TENANT'S PROPORTIONATE
SHARE AS DEFINED IN ARTICLE 1.16 OF THIS LEASE, OF THE AMOUNT BY WHICH THE REAL
ESTATE TAXES, INSURANCE COSTS, AND COMMON AREA OPERATING COSTS, ALL AS DEFINED
IN ARTICLES 1.12, 1.13 AND 1.14, FOR ANY YEAR DURING THE TERM EXCEED THE
OPERATING ALLOWANCE AS DEFINED IN ARTICLE 1.7 OF THE LEASE.
LANDLORD, ON OR
BEFORE THE FIRST DAY OF EACH YEAR, SHALL, AS SOON AS PRACTICALLY POSSIBLE,
ESTIMATE AND SEND NOTICE TO TENANT OF THE AMOUNT OF SUCH EXCESS FOR THE UPCOMING
YEAR AND AFTER NOTICE TENANT SHALL PAY TO LANDLORD ONE TWELFTH (1/12) THEREOF IN
EQUAL MONTHLY INSTALLMENTS, AS ADDITIONAL RENT, TOGETHER WITH THE PAYMENT OF
MINIMUM ANNUAL RENT.
IN THE EVENT THE AGGREGATE OF TENANT'S INSTALLMENTS DURING
ANY YEAR SHALL BE LESS THAN OR MORE THAN THE AMOUNT ACTUALLY DUE FROM TENANT
WHEN THE ACTUAL COSTS ARE DETERMINED, THERE SHALL BE AN ADJUSTMENT BETWEEN
TENANT AND LANDLORD IMMEDIATELY UPON NOTICE FROM LANDLORD OR WITH THE NEXT
MINIMUM ANNUAL RENT PAYMENT, IF ANY (THE "ADJUSTMENT").
FOR ANY PERIOD WITHIN
THE TERM, WHICH IS LESS THAN A FULL YEAR, TENANT'S SHARE OF THE EXCESS OF SUCH
CHARGES SHALL BE PRORATED ON A PER DIEM BASIS.
2.4.
RIGHT TO AUDIT.
WITHIN 180 DAYS FROM THE DATE OF THE ADJUSTMENT,
IF ANY, BUT IN NO EVENT LATER THAN 210 DAYS AFTER THE END OF EACH CALENDAR YEAR,
TENANT SHALL HAVE THE RIGHT TO DISPUTE THE TAXES AND OPERATING COSTS FOR THE
PRIOR CALENDAR YEAR AND CONDUCT AN AUDIT OF SAME PURSUANT TO THE PROVISIONS SET
FORTH HEREIN.
IN THE EVENT TENANT DISPUTES THE AMOUNT OF OPERATING COSTS AND
TAXES FOR A PRIOR CALENDAR YEAR, LANDLORD SHALL PERMIT TENANT, WITHIN 180 DAYS
OF THE DATE OF THE ADJUSTMENT BUT IN NO EVENT LATER THAN 210 DAYS FROM THE END
OF THE PARTICULAR CALENDAR YEAR, AT TENANT'S SOLE COST AND EXPENSE UPON AT LEAST
(10) TEN DAYS PRIOR WRITTEN NOTICE TO LANDLORD TO HAVE AN AUDIT MADE OF
LANDLORD'S BOOKS, RECORDS, AND ACCOUNTS RELATIVE TO THE TAXES AND OPERATING
COSTS FOR SUCH PRIOR YEAR BY TENANT'S IN HOUSE ACCOUNTANTS, OR A REPUTABLE
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT OR TENANT'S COUNSEL.
SUCH INSPECTION