EXPIRES, LANDLORD SHALL PAY TENANT THE NET OVERPAYMENT (AFTER DEDUCTING
THEREFROM ANY AMOUNTS THEN DUE FROM TENANT TO LANDLORD) WITHIN THIRTY (30) DAYS
FOLLOWING THE DETERMINATION OF THE AMOUNT OF THE EXCESS.
IF TENANT'S ACTUAL
LIABILITY FOR SUCH INCREASES EXCEEDS THE ESTIMATED PAYMENTS MADE BY TENANT ON
ACCOUNT THEREOF, THEN, WITHIN TWENTY (20) DAYS AFTER DELIVERY OF SUCH STATEMENT,
TENANT SHALL PROMPTLY PAY TO LANDLORD THE TOTAL AMOUNT OF SUCH DEFICIENCY AS
ADDITIONAL RENT DUE HEREUNDER.
IN THE EVENT THE LEASE TERM COMMENCES OR EXPIRES OR TERMINATES ON A DAY
OTHER THAN THE FIRST AND LAST DAY OF A CALENDAR YEAR, RESPECTIVELY, THE
INCREASES IN THE OPERATING EXPENSES FOR SUCH CALENDAR YEAR SHALL BE APPORTIONED
BY MULTIPLYING THE AMOUNT OF TENANT'S PROPORTIONATE SHARE THEREOF FOR THE FULL
CALENDAR YEAR BY A FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS DURING
SUCH CALENDAR YEAR FALLING WITHIN THE LEASE TERM, AND THE DENOMINATOR OF WHICH
IS 365.
ALL PAYMENTS REQUIRED TO BE MADE BY TENANT PURSUANT TO THIS ARTICLE IV
SHALL BE PAID TO LANDLORD, WITHOUT SETOFF OR DEDUCTION (EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED IN SECTIONS 14.4 AND ARTICLES XVII AND XVIII), IN THE SAME
MANNER AS ANNUAL BASE RENT IS PAYABLE PURSUANT TO ARTICLE III HEREOF.
TENANT'S LIABILITY FOR ITS PROPORTIONATE SHARE OF THE INCREASES IN
OPERATING EXPENSES DESCRIBED IN SECTION 4.1 HEREOF FOR THE LAST CALENDAR YEAR
FALLING ENTIRELY OR PARTLY WITHIN THE LEASE TERM SHALL SURVIVE THE EXPIRATION OF
THE LEASE TERM.
SIMILARLY, LANDLORD'S OBLIGATION TO REFUND TO TENANT THE
EXCESS, IF ANY, OF THE AMOUNT OF TENANT'S ESTIMATED PAYMENTS ON ACCOUNT OF SUCH
INCREASES FOR SUCH LAST CALENDAR YEAR OVER TENANT'S ACTUAL LIABILITY THEREFOR
SHALL SURVIVE THE EXPIRATION OF THE LEASE TERM.
IN THE EVENT THAT TENANT, IN GOOD FAITH, BELIEVES THAT THE AMOUNTS PAID BY
TENANT TO LANDLORD RELATING TO INCREASES IN OPERATING EXPENSES DURING ANY
CALENDAR YEAR FALLING WITHIN THE LEASE TERM EXCEEDED THE AMOUNTS TO WHICH
LANDLORD WAS ENTITLED TO HEREUNDER AND TENANT GENERALLY DESCRIBES THE ALLEGED
DISCREPANCY IN WRITING TO LANDLORD, THEN, A REGULAR EMPLOYEE OF TENANT OR AN
INDEPENDENT, CERTIFIED PUBLIC ACCOUNTANT DESIGNATED BY TENANT (WHO IS (A) HIRED
BY TENANT ON A NON-CONTINGENCY BASIS AND PROVIDES A FULL RANGE OF ACCOUNTING
SERVICES OR (B) ONE OF THE NATIONALLY RECOGNIZED FULL-SERVICE ACCOUNTING FIRMS
(OR ONE OF THEIR SUCCESSORS) THAT IS HIRED BY TENANT ON A CONTINGENCY OR
NON-CONTINGENCY BASIS) SHALL HAVE THE RIGHT, DURING REGULAR BUSINESS HOURS AND
AFTER GIVING TEN (10) BUSINESS DAYS' ADVANCE WRITTEN NOTICE TO LANDLORD, TO
INSPECT AND COMPLETE AN AUDIT OF LANDLORD'S BOOKS AND RECORDS RELATING TO
OPERATING EXPENSES FOR A PERIOD OF ONE (1) YEAR FOLLOWING THE RECEIPT BY TENANT
OF THE STATEMENT REQUIRED OF LANDLORD PURSUANT TO SECTION 4.3 HEREOF FOR SUCH
CALENDAR YEAR.
IF SUCH AUDIT SHOWS THAT THE AMOUNTS PAID BY TENANT TO LANDLORD
ON ACCOUNT OF INCREASES IN SUCH CHARGES EXCEEDED THE AMOUNTS TO WHICH LANDLORD
WAS ENTITLED HEREUNDER, OR THAT TENANT IS ENTITLED TO A CREDIT WITH RESPECT TO
ANY