Common use of Annual Accounting Clause in Contracts

Annual Accounting. Within one hundred fifty (150) days after the close of each calendar year subsequent to the Base Year, or as soon after such one hundred fifty (150) day period as practicable, Landlord shall deliver to Tenant a statement of the Additional Rent payable under Paragraphs 7.a. and 7.b. for such year (“Landlord’s Statement”). After receipt of Landlord’s Statement, Tenant may request in writing for Landlord to provide Tenant with a detailed explanation of Landlord’s Statement (an “Annual Statement Detail”), including (a) a line-item breakdown showing major categories and subcategories of costs included in the Operating Expenses; (b) the method of calculation of any “gross-up” of Operating Expenses performed by Landlord pursuant to Paragraph 7.c above; (c) the basis for Landlord’s determination of anticipated savings to be realized in the subject calendar year by any Cost Saving Capital Expenditures the cost of which are included as a portion of Operating Expenses; and (d) an explanation in reasonable detail of any capital item included in Operating Expenses (including the period of amortization used by Landlord in calculating the annual amount of the cost of such item to be included in Operating Expenses). Landlord shall deliver the Annual Statement Detail to Tenant within thirty (30) days following Tenant’s written request for the Annual Statement Detail. Subject to Paragraph 7.h. below regarding Tenant’s audit rights, Landlord’s Statement shall be final and binding upon Landlord and Tenant (except that the Tax Expenses included in such statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses). The statement shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by Landlord. If Landlord’s Statement shows that Tenant’s payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above exceeded Tenant’s obligations for the calendar year, Landlord shall credit the excess to the next succeeding installments of Monthly Rent and estimated Additional Rent or, following the expiration or termination of this Lease, Landlord shall refund such excess to Tenant promptly upon determining the amount thereof. If Landlord’s Statement shows that Tenant’s payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above were less than Tenant’s obligation for the calendar year, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of Landlord’s Statement.

Annual Accounting. Landlord shall maintain adequate records of the ----------------- Operating Expenses and Tax Expenses in accordance with generally accepted property management practices. Within one hundred fifty ninety (15090) days after the close of each calendar year subsequent to the Base Year, or as soon after such one hundred fifty ninety (15090) day period as practicable, Landlord shall deliver to Tenant a statement of the Additional Rent payable under Paragraphs 7.a. and 7.b. for such year (“Landlord’s Statement”). After receipt of Landlord’s Statement, Tenant may request in writing for Landlord to provide Tenant with a detailed explanation of Landlord’s Statement (an “Annual Statement Detail”), including (a) a line-item breakdown showing major categories and subcategories of costs included in the Operating Expenses; (b) the method of calculation of any “gross-up” of Operating Expenses performed by Landlord pursuant to Paragraph 7.c above; (c) the basis for Landlord’s determination of anticipated savings to be realized in the subject calendar year by any Cost Saving Capital Expenditures the cost of which are included as a portion of Operating Expenses; and (d) an explanation in reasonable detail of any capital item included in Operating Expenses (including the period of amortization used by Landlord in calculating the annual amount of the cost of such item to be included in Operating Expenses). Landlord shall deliver the Annual Statement Detail to Tenant within thirty (30) days following Tenant’s written request for the Annual Statement Detail. Subject to Paragraph 7.h. below regarding Tenant’s audit rights, Landlord’s Statement shall be final and binding upon Landlord and Tenant (except that the Tax Expenses included in such statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses)year. The statement shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by Landlord. Upon Tenant's request, Landlord shall promptly deliver to Tenant a copy of the auditor's statement on which Landlord's annual statement is based and such other information regarding the annual statement as may be reasonably required by Tenant to ascertain Landlord's compliance with this Paragraph 7. Landlord's annual statement shall be final and binding upon Landlord and Tenant unless either party, within ninety (90) days after Tenant's receipt thereof, shall contest any item therein by giving written notice to the other, specifying each item contested and the reason therefor. Notwithstanding the foregoing, the Tax Expenses included in any such annual statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses. Provided that the issue is raised by either party within the aforementioned ninety (90) day period, Landlord and Tenant shall endeavor in good faith to promptly resolve any disagreement between the parties regarding the subject annual statement. If Landlord’s Statement the annual /'statement shows that Tenant’s 's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above exceeded Tenant’s 's obligations for the calendar year, Landlord shall shall, at Tenant's option, either (1) credit the excess to the next succeeding installments of Monthly Rent and estimated Additional Rent or, following or (2) pay the expiration or termination of this Lease, Landlord shall refund such excess to Tenant promptly upon determining the amount thereofwithin thirty (30) days after delivery of such statement. If Landlord’s Statement the annual statement shows that Tenant’s 's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above were less than Tenant’s 's obligation for the calendar year, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of Landlord’s Statementsuch statement.

Annual Accounting. Landlord shall maintain adequate books and records of the Operating Expenses and Tax Expenses in accordance with standard accounting principles. Within one hundred fifty ninety (15090) days after the close of each calendar year subsequent to the Base Year, or as soon after such one hundred fifty ninety (15090) day period as practicable, Landlord shall deliver to Tenant a statement of the Additional Rent payable under Paragraphs 7.a. and 7.b. for such year (“Landlord’s Statement”). After receipt of Landlord’s Statement, Tenant may request in writing for Landlord to provide Tenant with a detailed explanation of Landlord’s Statement (an “Annual Statement Detail”), including (a) a line-item breakdown showing major categories and subcategories of costs included in the Operating Expenses; (b) the method of calculation of any “gross-up” of Operating Expenses performed by Landlord pursuant to Paragraph 7.c above; (c) the basis for Landlord’s determination of anticipated savings to be realized in the subject calendar year by any Cost Saving Capital Expenditures the cost of which are included as a portion of Operating Expenses; and (d) an explanation in reasonable detail of any capital item included in Operating Expenses (including the period of amortization used by Landlord in calculating the annual amount of the cost of such item to be included in Operating Expenses). Landlord shall deliver the Annual Statement Detail to Tenant within thirty (30) days following Tenant’s written request for the Annual Statement Detail. Subject to Paragraph 7.h. below regarding Tenant’s audit rights, Landlord’s Statement shall be final and binding upon Landlord and Tenant (except that the Tax Expenses included in such statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses)year. The statement shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by Landlord. Upon Xxxxxx's request, Xxxxxxxx shall promptly deliver to Tenant a copy of the auditor's statement on which Xxxxxxxx's annual statement is based and such other information regarding the annual statement as may be reasonably required by Tenant to ascertain Landlord's compliance with this Paragraph 7. Xxxxxxxx's annual statement shall be final and binding upon Landlord and Tenant unless either party, within thirty (30) days after Xxxxxx's receipt thereof, shall contest any item therein by giving written notice to the other, specifying each item contested and the reason therefor. Notwithstanding the foregoing, the Tax Expenses included in any such annual statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses. If Landlord’s Statement the annual statement shows that Tenant’s Xxxxxx's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above exceeded Tenant’s 's obligations for the calendar year, Landlord shall at its option either (1) credit the excess to the next succeeding installments of Monthly Rent and estimated Additional Rent or, following or (2) pay the expiration or termination of this Lease, Landlord shall refund such excess to Tenant promptly upon determining the amount thereofwithin thirty (30) days after delivery of such statement. If Landlord’s Statement the annual statement shows that Tenant’s Xxxxxx's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above were less than Tenant’s 's obligation for the calendar year, Tenant shall pay the deficiency to Landlord within thirty ten (3010) days after delivery of such statement. Landlord and Tenant shall endeavor in good faith to promptly resolve any dispute regarding the annual statement. Tenant shall not withhold payment of any contested or disputed item. Upon resolution of any such dispute, whether by agreement of the parties or by judicial determination, Landlord shall promptly refund to Tenant any amount determined to have been overpaid by Tenant, or Tenant shall promptly pay to Landlord any deficiency that is determined to be owing. If, as a consequence of Xxxxxx's review of Landlord’s Statement's backup information, as provided above, Tenant determines that there has been in the relevant year an aggregate overstatement of Operating Expenses of five percent (5%) or more, and Landlord's auditors concur in such finding (or, in the absence of such concurrence, such overstatement is confirmed judicially), then Landlord shall bear Tenant's reasonable costs of such review.

Annual Accounting. Landlord shall maintain adequate records of the Operating Expenses and Tax Expenses in accordance with standard accounting principles. Within one hundred fifty (150) days after the close of each calendar year subsequent to during the Base YearLease term, or as soon after such one hundred fifty (150) day period as practicable, Landlord shall deliver to Tenant a statement of the Additional Rent payable under Paragraphs 7.a. and 7.b. for such year (“Landlord’s Statement”). After receipt of Landlord’s Statement, Tenant may request in writing for Landlord to provide Tenant with a detailed explanation of Landlord’s Statement (an “Annual Statement Detail”), including (a) a line-item breakdown showing major categories and subcategories of costs included in the Operating Expenses; (b) the method of calculation of any “gross-up” of Operating Expenses performed by Landlord pursuant to Paragraph 7.c above; (c) the basis for Landlord’s determination of anticipated savings to be realized in the subject calendar year by any Cost Saving Capital Expenditures the cost of which are included as a portion of Operating Expenses; and (d) an explanation in reasonable detail of any capital item included in Operating Expenses (including the period of amortization used by Landlord in calculating the annual amount of the cost of such item to be included in Operating Expenses). Landlord shall deliver the Annual Statement Detail to Tenant within thirty (30) days following Tenant’s written request for the Annual Statement Detail. Subject to Paragraph 7.h. below regarding Tenant’s audit rights, Landlord’s Statement shall be final and binding upon Landlord and Tenant (except that the Tax Expenses included in such statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses)year. The statement shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by Landlord. If Landlord’s Statement the annual statement shows that Tenant’s payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above exceeded Tenant’s obligations for the calendar year, Landlord shall credit the excess to the next succeeding installments of Monthly Rent and estimated Additional Rent or, following the expiration or termination of this Lease, Landlord shall refund such excess to Tenant promptly upon determining the amount thereof. If Landlord’s Statement the annual statement shows that Tenant’s payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above were less than Tenant’s obligation for the calendar year, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of such statement. Landlord’s Statementannual statement shall be final and binding upon Landlord and Tenant unless either party, within one hundred eighty days (180) days after Tenant’s receipt thereof, shall contest or correct, as applicable, any item therein by giving written notice to the other, specifying each item contested or corrected, as applicable, and the reason therefor. Landlord and Tenant shall endeavor in good faith to resolve any issues raised by Tenant with regard to Operating Expenses and Tax Expenses covered by the annual statement and, in connection therewith, Landlord shall provide Tenant with pertinent information reasonably required for Tenant to review the contested items covered by the annual statement. Notwithstanding the foregoing, Tenant’s right to contest any portion of the annual statement shall be conditioned upon (i) Tenant having paid the total amounts billed by Landlord under this Paragraph 7 within the time stipulated in Paragraph 7.e. above and this Paragraph 7.f. for payment (subject to any applicable grace, notice and/or cure periods) (including, without limitation, the contested amounts) and (ii) Tenant executing a non-disclosure agreement, on Landlord’s customary form, providing for Tenant to keep confidential the information delivered to Tenant and the results of any such contest or any action taken by Landlord in response thereto. Notwithstanding the foregoing, the Tax Expenses included in any such annual statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses by the taxing authority affecting the calculation of such Tax Expenses, If Landlord and Tenant are unable to resolve a disagreement with regard to items timely contested or corrected by either party pursuant to the immediately preceding paragraph within thirty (30) days following the contesting or correcting party’s initial written notice of such contest or correction to the other party, then either party may elect to have the disagreement submitted to a dispute resolution procedure mutually and reasonably agreed to by the parties, which shall be JAMS or another reputable dispute resolution group mutually agreed upon by Landlord and Tenant or a mutually agreed upon expert(s) acting independently (the “Expense Resolution Procedure”), with any expert retained in the Expense Resolution Procedure to be an accountant familiar with matters pertaining to first-class office building operations. If either party makes such election, Landlord and Tenant shall mutually and reasonably agree upon the Expense Resolution Procedure and expert(s) within thirty (30) days after such election is made and, if Landlord and Tenant have not agreed upon the Expense Resolution Procedure within such 30-day period, then the parties shall be deemed to have selected JAMS as the Expense Resolution Procedure. The decision reached through the Expense Resolution Procedure shall be binding on the parties and each party shall bear one-half of the cost of the Expense Resolution Procedure, unless costs are otherwise allocated as a part of the resolution reached in the Expense Resolution Procedure.

Annual Accounting. Landlord shall maintain true, correct and complete records of the Operating Expenses and Tax Expenses in accordance with generally accepted accounting principles, consistently applied. Within one hundred fifty twenty (150120) days after the close of each calendar year subsequent to the Base Yearyear, or as soon after such one hundred fifty twenty (150120) day period as practicable, but in any event within one hundred eighty (180) days after the close of each calendar year, Landlord shall deliver to Tenant a statement of the Additional Rent payable under Paragraphs 7.a. and 7.b. for such year (“Landlord’s Statement”). After receipt of Landlord’s Statement, Tenant may request in writing for Landlord to provide Tenant with a detailed explanation of Landlord’s Statement (an “Annual Statement Detail”), including (a) a line-item breakdown showing major categories and subcategories of costs included in the Operating Expenses; (b) the method of calculation of any “gross-up” of Operating Expenses performed by Landlord pursuant to Paragraph 7.c above; (c) the basis for Landlord’s determination of anticipated savings to be realized in the subject calendar year by any Cost Saving Capital Expenditures the cost of which are included as a portion of Operating Expenses; and (d) an explanation in reasonable detail of any capital item included in Operating Expenses (including the period of amortization used by Landlord in calculating the annual amount of the cost of such item to be included in Operating Expenses). Landlord shall deliver the Annual Statement Detail to Tenant within thirty (30) days following Tenant’s written request for the Annual Statement Detail. Subject to Paragraph 7.h. below regarding Tenant’s audit rights, Landlord’s Statement shall be final and binding upon Landlord and Tenant (except that the Tax Expenses included in such statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses)year. The statement shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by Landlord and shall be accompanied by a copy of the auditor's statement on which Landlord's annual statement is based. Upon Tenant's request made no later than thirty (30) days after Tenant's receipt of Landlord's annual statement, Landlord shall promptly deliver to Tenant such other information regarding the annual statement as may be reasonably required by Tenant to ascertain Landlord's compliance with this Paragraph 7. If Landlord’s Statement the annual statement shows that Tenant’s 's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above exceeded Tenant’s 's obligations for the calendar year, Landlord shall credit the excess to the next succeeding installments of Monthly Rent and estimated Additional Rent, or if no further installment of estimated Additional Rent oris due from Tenant, following reimburse the expiration or termination of this Lease, Landlord shall refund such excess directly to Tenant promptly upon determining the amount thereofTenant. If Landlord’s Statement the annual statement shows that Tenant’s 's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above were less than Tenant’s 's obligation for the calendar year, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of Landlord’s Statementsuch statement.

Annual Accounting. Within one hundred fifty (150) days after the close of each calendar year subsequent to during the Base YearLease term, or as soon after such one hundred fifty (150) day period as practicable, Landlord shall deliver to Tenant a statement of the Additional Rent payable amounts due from Tenant to Landlord under Paragraphs 7.a. and 7.b. this Section 4.2 for such year (“Landlord’s Statement”)year. After receipt of Landlord’s Statement, Tenant may request in writing for Landlord to provide Tenant with a detailed explanation of Landlord’s Statement (an “Annual Statement Detail”), including (a) a line-item breakdown showing major categories and subcategories of costs included in the Operating Expenses; (b) the method of calculation of any “gross-up” of Operating Expenses performed by Landlord pursuant to Paragraph 7.c above; (c) the basis for Landlord’s determination of anticipated savings to be realized in the subject calendar year by any Cost Saving Capital Expenditures the cost of which are included as a portion of Operating Expenses; and (d) an explanation in reasonable detail of any capital item included in Operating Expenses (including the period of amortization used by Landlord in calculating the The annual amount of the cost of such item to be included in Operating Expenses). Landlord shall deliver the Annual Statement Detail to Tenant within thirty (30) days following Tenant’s written request for the Annual Statement Detail. Subject to Paragraph 7.h. below regarding Tenant’s audit rights, Landlord’s Statement statement shall be final and binding upon on Landlord and Tenant unless either party, within four (except that 4) months after Tenant’s receipt thereof, shall contest or correct, as applicable, any item therein by giving written notice to the Tax other, specifying each item contested or corrected, as applicable, and the reason therefor. Landlord and Tenant shall endeavor in good faith to resolve any issues raised by Tenant with regard to Operating Expenses covered by the annual statement and, in connection therewith, Landlord shall provide Tenant with pertinent information reasonably required for Tenant to review the contested items covered by the annual statement. Notwithstanding the foregoing, Tenant’s right to contest any portion of the annual statement shall be conditioned upon (i) Tenant having paid the total amounts billed by Landlord under this Paragraph 4.2(e) within the time stipulated below for payment (including, without limitation, the contested amounts) and (ii) Tenant executing a non-disclosure agreement on Landlord’s customary form providing for Tenant to keep confidential the information delivered to Tenant and the results of any such contest or any action taken by Landlord in response thereto. Notwithstanding the foregoing, Real Property Taxes included in such statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses Real Property Taxes affecting the calculation of such Tax Expenses). The statement shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by LandlordReal Property Taxes. If Landlord’s Statement the annual statement shows that Tenant’s payments of Additional Rent pursuant to Section 4.2(d) above for such calendar year pursuant to Paragraph 7.e. above exceeded Tenant’s obligations for the calendar year, Landlord shall credit the excess to the next succeeding installments of Monthly Rent and estimated Additional Rent or, following the expiration or termination of this Lease, Landlord shall refund such excess to Tenant promptly upon determining the amount thereofdue under Section 4.2(d). If Landlord’s Statement the annual statement shows that Tenant’s payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above Section 4.2(d) were less than Tenant’s obligation for the calendar year, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of Landlord’s Statementsuch statement.

Annual Accounting. Within one hundred fifty (150) days after the close of each calendar year subsequent to the Base Yearyear, or as soon after such one hundred fifty (150) day period as practicable, Landlord shall deliver to Tenant a statement of the Additional Rent payable under Paragraphs 7.a. and 7.b. for such year (“Landlord’s Statement”). After receipt of Landlord’s Statement, Tenant may request in writing for Landlord to provide Tenant with a detailed explanation of Landlord’s Statement (an “Annual Statement Detail”), including (a) a line-item breakdown showing major categories and subcategories of costs included in the Operating Expenses; (b) the method of calculation of any “gross-up” of Operating Expenses performed by Landlord pursuant to Paragraph 7.c above; (c) the basis for Landlord’s determination of anticipated savings to be realized in the subject calendar year by any Cost Saving Capital Expenditures the cost of which are included as a portion of Operating Expenses; and (d) an explanation in reasonable detail of any capital item included in Operating Expenses (including the period of amortization used by Landlord in calculating the annual amount of the cost of such item to be included in Operating Expenses). Landlord shall deliver the Annual Statement Detail to Tenant within thirty (30) days following Tenant’s written request for the Annual Statement Detail. Subject to Paragraph 7.h. below regarding Tenant’s audit rights, Landlord’s Statement shall be final and binding upon Landlord and Tenant (except that the Tax Expenses included in such statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses)year. The statement shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by Landlord. Upon Tenant's request, Landlord shall promptly deliver to Tenant a coxx xx the auditor's statement on which Landlord's annual statement is based and such other information regarding the annual statement as may be reasonably required by Tenant to ascertain Landlord's compliance with this Paragraph 7 and Tenant's payment obligations under this Lease with respect to Operating Expenses and Tax Expenses for the year covered by such annual statement. If Landlord’s Statement the annual statement shows that Tenant’s 's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above exceeded Tenant’s 's obligations for the calendar year, Landlord shall credit the excess to the next succeeding installments of Monthly Rent and estimated Additional Rent Rent, or, following the expiration if none shall be due or termination of if this LeaseLease shall have expired, Landlord shall refund such the excess to Tenant promptly upon determining within thirty (30) days after delivery of such statement, provided that the amount thereofexcess shall have been determined within one (1) year of the expiration or earlier termination of this Lease and that Tenant shall have furnished Landlord with an address to which such refund may be sent. If Landlord’s Statement the annual statement shows that Tenant’s 's payments of Additional Rent for such calendar year pursuant puxxxxxx to Paragraph 7.e. above were less than Tenant’s 's obligation for the calendar year, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of such statement. Landlord’s Statement's annual statement shall be final and binding upon Landlxxx xxx Tenant unless either party, within one hundred eighty (180) days after Tenant's receipt thereof shall contest any item therein by giving wrxxxxx notice to the other, specifying each item contested and the reason therefor. Notwithstanding the foregoing, the Tax Expenses included in any such annual statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses, and any payments due from one party to the other shall be made as set forth in the preceding paragraph. Paragraph 7.g. below provides Tenant with specific audit rights in connection with the annual statement. Such audit rights shall also apply to any revision of Landlord's annual statement by reason of the modification of the Tax Expenses included therein pursuant to the preceding provisions of this paragraph, but in such case Tenant's audit rights shall be limited to the Tax Expenses as so modified.

Annual Accounting. Landlord shall maintain true, correct and ----------------- complete records of the Operating Expenses and Tax Expenses in accordance with generally accepted accounting principles, consistently applied. Within one hundred fifty ninety (15090) days after the close of each calendar year subsequent to the Base Yearyear, or as soon after such one hundred fifty ninety (15090) day period as practicable, but in any event within one hundred eighty (180) days after the close of each calendar year, Landlord shall deliver to Tenant a statement of the Additional Rent payable under Paragraphs 7.a. and 7.b. for such year (“Landlord’s Statement”). After receipt of Landlord’s Statement, Tenant may request in writing for Landlord to provide Tenant with a detailed explanation of Landlord’s Statement (an “Annual Statement Detail”), including (a) a line-item breakdown showing major categories and subcategories of costs included in the Operating Expenses; (b) the method of calculation of any “gross-up” of Operating Expenses performed by Landlord pursuant to Paragraph 7.c above; (c) the basis for Landlord’s determination of anticipated savings to be realized in the subject calendar year by any Cost Saving Capital Expenditures the cost of which are included as a portion of Operating Expenses; and (d) an explanation in reasonable detail of any capital item included in Operating Expenses (including the period of amortization used by Landlord in calculating the annual amount of the cost of such item to be included in Operating Expenses). Landlord shall deliver the Annual Statement Detail to Tenant within thirty (30) days following Tenant’s written request for the Annual Statement Detail. Subject to Paragraph 7.h. below regarding Tenant’s audit rights, Landlord’s Statement shall be final and binding upon Landlord and Tenant (except that the Tax Expenses included in such statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses)year. The statement shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by Landlord. Upon Tenant's request made no later than ninety (90) days after receipt of Landlord's annual statement, Landlord shall promptly deliver to Tenant a copy of the auditor's statement on which Landlord's annual statement is based, and such other information regarding the annual statement as may be reasonably requested by Tenant to ascertain Landlord's compliance with this Paragraph 7. At Landlords option, Landlord may deliver such auditor's statement to Tenant together with Landlord's annual statement, or otherwise deliver such auditor's statement to Tenant prior to Tenant's request therefor. Landlord's annual statement shall be final and binding upon Landlord and Tenant (except for revisions to take into account any subsequent reassessment affecting the calculation of Tax Expenses included in such statement, which revisions shall be made if at all, within one hundred eighty (180) days after the close of the calendar year in which Landlord receives the revised tax xxxx) unless, within thirty (30) days after Tenant's receipt thereof or Tenant's receipt of any such revisions due to a reassessment or Tenant's receipt of any correction thereof by Landlord pursuant to the following provisions, as applicable), Tenant shall contest or Landlord shall correct any item therein by giving written notice to the other, specifying each item contested or corrected, respectively, and the reason therefor. If Landlord’s Statement the annual statement shows that Tenant’s 's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above hereof exceeded Tenant’s 's obligations for the calendar year, Landlord shall at its option either (1) credit the excess to the next succeeding installments of Monthly Rent and estimated Additional Rent or, following rent or (2) pay the expiration or termination of this Lease, Landlord shall refund such excess to Tenant promptly upon determining the amount thereofwithin thirty (30) days after delivery of such statement. If Landlord’s Statement the annual statement shows that Tenant’s 's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above hereof were less than Tenant’s 's obligation for the calendar year, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of Landlord’s Statementsuch statement.

Annual Accounting. Landlord shall maintain adequate books and records of the Operating Expenses and Tax Expenses in accordance with standard accounting principles. Within one hundred fifty ninety (15090) days after the close of each calendar year subsequent to the Base Year, or as soon after such one hundred fifty ninety (15090) day period as practicable, Landlord shall deliver to Tenant a statement of the Additional Rent payable under Paragraphs 7.a. and 7.b. for such year (“Landlord’s Statement”). After receipt of Landlord’s Statement, Tenant may request in writing for Landlord to provide Tenant with a detailed explanation of Landlord’s Statement (an “Annual Statement Detail”), including (a) a line-item breakdown showing major categories and subcategories of costs included in the Operating Expenses; (b) the method of calculation of any “gross-up” of Operating Expenses performed by Landlord pursuant to Paragraph 7.c above; (c) the basis for Landlord’s determination of anticipated savings to be realized in the subject calendar year by any Cost Saving Capital Expenditures the cost of which are included as a portion of Operating Expenses; and (d) an explanation in reasonable detail of any capital item included in Operating Expenses (including the period of amortization used by Landlord in calculating the annual amount of the cost of such item to be included in Operating Expenses). Landlord shall deliver the Annual Statement Detail to Tenant within thirty (30) days following Tenant’s written request for the Annual Statement Detail. Subject to Paragraph 7.h. below regarding Tenant’s audit rights, Landlord’s Statement shall be final and binding upon Landlord and Tenant (except that the Tax Expenses included in such statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses)year. The statement shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by Landlord. Upon Xxxxxx's request, Xxxxxxxx shall promptly deliver to Tenant a copy of the auditor's statement on which Xxxxxxxx's annual statement is based and such other information regarding the annual statement as may be reasonably required by Tenant to ascertain Landlord's compliance with this Paragraph 7. Xxxxxxxx's annual statement shall be final and binding upon Landlord and Tenant unless either party, within thirty (30) days after Xxxxxx's receipt thereof, shall contest any item therein by giving written notice to the other, specifying each item contested and the reason therefor. Notwithstanding the foregoing, the Tax Expenses included in any such annual statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses. If Landlord’s Statement the annual statement shows that Tenant’s Xxxxxx's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above exceeded Tenant’s 's obligations for the calendar year, Landlord shall at its option either (1) credit the excess to the next succeeding installments of Monthly Rent and estimated Additional Rent or, following or (2) pay the expiration or termination of this Lease, Landlord shall refund such excess to Tenant promptly upon determining the amount thereofwithin thirty (30) days after delivery of such statement. If Landlord’s Statement the annual statement shows that Tenant’s Xxxxxx's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above were less than Tenant’s 's obligation for the calendar year, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of such statement. Landlord and Tenant shall endeavor in good faith to promptly resolve any dispute regarding the annual statement. Tenant shall not withhold payment of any contested or disputed item. Upon resolution of any such dispute, whether by agreement of the parties or by judicial determination, Landlord shall promptly refund to Tenant any amount determined to have been overpaid by Tenant, or Tenant shall promptly pay to Landlord any deficiency that is determined to be owing. If, as a consequence of Xxxxxx's review of Landlord’s Statement's backup information, as provided above, Tenant determines that there has been in the relevant year an aggregate overstatement of Operating Expenses of five percent (5%) or more, and Landlord's auditors concur in such finding (or, in the absence of such concurrence, such overstatement is confirmed judicially), then Landlord shall bear Tenant's reasonable costs of such review.

Annual Accounting. Landlord shall maintain adequate records of the Operating Expenses and Tax Expenses in accordance with standard accounting principles. Within one hundred fifty ninety (15090) days after the close of each calendar year subsequent to the Base Year, or as soon after such one hundred fifty ninety (15090) day period as practicable, Landlord shall deliver to Tenant a statement of the Additional Rent payable under Paragraphs 7.a. and 7.b. for such year (“Landlord’s Statement”). After receipt of Landlord’s Statement, Tenant may request in writing for Landlord to provide Tenant with a detailed explanation of Landlord’s Statement (an “Annual Statement Detail”), including (a) a line-item breakdown showing major categories and subcategories of costs included in the Operating Expenses; (b) the method of calculation of any “gross-up” of Operating Expenses performed by Landlord pursuant to Paragraph 7.c above; (c) the basis for Landlord’s determination of anticipated savings to be realized in the subject calendar year by any Cost Saving Capital Expenditures the cost of which are included as a portion of Operating Expenses; and (d) an explanation in reasonable detail of any capital item included in Operating Expenses (including the period of amortization used by Landlord in calculating the annual amount of the cost of such item to be included in Operating Expenses). Landlord shall deliver the Annual Statement Detail to Tenant within thirty (30) days following Tenant’s written request for the Annual Statement Detail. Subject to Paragraph 7.h. below regarding Tenant’s audit rights, Landlord’s Statement shall be final and binding upon Landlord and Tenant (except that the Tax Expenses included in such statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses)year. The statement shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by Landlord. Upon Tenant's request, Landlord shall promptly deliver to Tenant a copy of the auditor's statement on which Landlord's annual statement is based. Landlord's annual statement shall be final and binding upon Landlord and Tenant unless either party, within thirty (30) days after Tenant's receipt thereof, shall contest any item therein by giving written notice to the other, specifying each item contested and the reason therefor. If Landlord’s Statement the annual statement shows that Tenant’s 's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above hereof exceeded Tenant’s 's obligations for the calendar year, Landlord shall at its option either (1) credit the excess to the next succeeding installments of Monthly Rent and estimated Additional Rent or, following or (2) pay the expiration or termination of this Lease, Landlord shall refund such excess to Tenant promptly upon determining the amount thereofwithin thirty (30) days after delivery of such statement. If Landlord’s Statement the annual statement shows that Tenant’s 's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above hereof were less than Tenant’s 's obligation for the calendar year, . Tenant shall pay the deficiency to Landlord within thirty ten (3010) days after delivery of Landlord’s Statementsuch statement.

Annual Accounting. Within one hundred fifty (150) days after the close of each calendar year subsequent to the Base Year, or as soon after such one hundred fifty (150) day period as practicable, Landlord shall deliver to Tenant a statement of the Additional Rent payable under Paragraphs 7.a. and 7.b. for such year (“Landlord’s Statement”)year. After receipt of Landlord’s Statement, Tenant may request in writing for Landlord to provide Tenant with a detailed explanation of Landlord’s Statement (an “Annual Statement Detail”), including (a) a line-item breakdown showing major categories and subcategories of costs included in the Operating Expenses; (b) the method of calculation of any “gross-up” of Operating Expenses performed by Landlord pursuant to Paragraph 7.c above; (c) the basis for Landlord’s determination of anticipated savings to be realized in the subject calendar year by any Cost Saving Capital Expenditures the cost of which are included as a portion of Operating Expenses; and (d) an explanation in reasonable detail of any capital item included in Operating Expenses (including the period of amortization used by Landlord in calculating If the annual amount of the cost of such item to be included in Operating Expenses). Landlord shall deliver the Annual Statement Detail to Tenant within thirty (30) days following Tenant’s written request for the Annual Statement Detail. Subject to Paragraph 7.h. below regarding Tenant’s audit rights, Landlord’s Statement shall be final and binding upon Landlord and Tenant (except that the Tax Expenses included in such statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses). The statement shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by Landlord. If Landlord’s Statement shows that Tenant’s payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above exceeded Tenant’s obligations for the calendar year, Landlord shall credit the excess to the next succeeding installments of Monthly Rent and estimated Additional Rent or, following the expiration or termination of this Lease, Landlord shall refund such excess to Tenant promptly upon determining the amount thereof. If Landlord’s Statement the annual statement shows that Tenant’s payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above were less than Tenant’s obligation for the calendar year, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of such statement. Even though the Lease term has expired and Tenant has vacated the Premises, when the final determination is made regarding Additional Rent for the calendar year in which this Lease terminated, the foregoing procedure shall continue to apply. Landlord’s Statementannual statement shall be final and binding upon Landlord and Tenant unless either party, within four (4) months after Tenant’s receipt thereof, shall contest or correct, as applicable, any item therein by giving written notice to the other, specifying each item contested or corrected, as applicable, and the reason therefor. Landlord and Tenant shall endeavor in good faith to resolve any issues raised by Tenant with regard to Operating Expenses and Taxes Expenses covered by the annual statement and, in connection therewith, Landlord shall provide Tenant with pertinent information reasonably required for Tenant to review the contested items covered by the annual statement. Notwithstanding the foregoing, Tenant’s right to contest any portion of the annual statement shall be conditioned upon (i) Tenant having paid the total amounts billed by Landlord under this Paragraph 7 within the time stipulated in Paragraph 7.e. above and this Paragraph 7.f. for payment (including, without limitation, the contested amounts) and (ii) Tenant executing a non-disclosure agreement on Landlord’s customary form providing for Tenant to keep confidential the information delivered to Tenant and the results of any such contest or any action taken by Landlord in response thereto. If Tenant’s challenge of an annual statement results in the agreement by Landlord and Tenant that there was an aggregate overstatement of Operating Expenses of five percent (5%) or more (or, in the absence of such agreement, such overstatement is confirmed by a court of competent jurisdiction or such other dispute resolution mechanism as to which the parties mutually agree in writing), then Landlord shall bear Tenant’s reasonable out of pocket costs of conducting the challenge. Notwithstanding anything to the contrary above, the Tax Expenses included in any such annual statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses by the taxing authority affecting the calculation of such Tax Expenses.

Annual Accounting. Landlord shall maintain adequate records of the Operating Expenses and Tax Expenses in accordance with standard accounting principles. Within one hundred fifty ninety (15090) days after the close of each calendar year subsequent to the Base Year, or as soon after such one hundred fifty ninety (15090) day period as practicable, Landlord shall deliver to Tenant a statement of the Additional Rent payable under Paragraphs 7.a. and 7.b. for such year (“Landlord’s Statement”). After receipt of Landlord’s Statement, Tenant may request in writing for Landlord to provide Tenant with a detailed explanation of Landlord’s Statement (an “Annual Statement Detail”), including (a) a line-item breakdown showing major categories and subcategories of costs included in the Operating Expenses; (b) the method of calculation of any “gross-up” of Operating Expenses performed by Landlord pursuant to Paragraph 7.c above; (c) the basis for Landlord’s determination of anticipated savings to be realized in the subject calendar year by any Cost Saving Capital Expenditures the cost of which are included as a portion of Operating Expenses; and (d) an explanation in reasonable detail of any capital item included in Operating Expenses (including the period of amortization used by Landlord in calculating the annual amount of the cost of such item to be included in Operating Expenses). Landlord shall deliver the Annual Statement Detail to Tenant within thirty (30) days following Tenant’s written request for the Annual Statement Detail. Subject to Paragraph 7.h. below regarding Tenant’s audit rights, Landlord’s Statement shall be final and binding upon Landlord and Tenant (except that the Tax Expenses included in such statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses)year. The statement shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by Landlord. Upon Tenant's request, Landlord shall promptly deliver to Tenant a copy of the auditor's statement on which Landlord's annual statement is based. Landlord's annual statement shall be final and binding upon Landlord and Tenant unless either party, no later than June 30 after the close of the calendar year for which such annual statement is provided, shall contest any item therein by giving written notice to the other, specifying each item contested and the reason therefor. Notwithstanding the foregoing, the Tax Expenses included in any such annual statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses. If Landlord’s Statement the annual statement shows that Tenant’s 's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above hereof exceeded Tenant’s 's obligations for the calendar year, Landlord shall credit at its option either pay the excess to the next succeeding installments Tenant within thirty (30) days after delivery of Monthly Rent and estimated Additional Rent or, following the expiration or termination of this Lease, Landlord shall refund such excess to Tenant promptly upon determining the amount thereofstatement. If Landlord’s Statement the annual statement shows that Tenant’s 's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above hereof were less than Tenant’s 's obligation for the calendar year, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of Landlord’s Statementsuch statement. In the event of any dispute regarding Additional Rent, Landlord and Tenant agree to use good faith efforts to work together to resolve such dispute.

Annual Accounting. Landlord shall maintain true, correct and complete records of the Operating Expenses and Tax Expenses in accordance with sound accounting practices. Within one hundred fifty ninety (15090) days after the close of each calendar year subsequent to the Base Year, or as soon after such one hundred fifty ninety (15090) day period as practicable, but in any event within one hundred eighty (180) days after the close of each such calendar year, Landlord shall deliver to Tenant a statement of the Additional Rent payable under Paragraphs 7.a. and 7.b. for such year (“Landlord’s Statement”). After receipt of Landlord’s Statement, Tenant may request in writing for Landlord to provide Tenant with a detailed explanation of Landlord’s Statement (an “Annual Statement Detail”), including (a) a line-item breakdown showing major categories and subcategories of costs included in the Operating Expenses; (b) the method of calculation of any “gross-up” of Operating Expenses performed by Landlord pursuant to Paragraph 7.c above; (c) the basis for Landlord’s determination of anticipated savings to be realized in the subject calendar year by any Cost Saving Capital Expenditures the cost of which are included as a portion of Operating Expenses; and (d) an explanation in reasonable detail of any capital item included in Operating Expenses (including the period of amortization used by Landlord in calculating the annual amount of the cost of such item to be included in Operating Expenses). Landlord shall deliver the Annual Statement Detail to Tenant within thirty (30) days following Tenant’s written request for the Annual Statement Detail. Subject to Paragraph 7.h. below regarding Tenant’s audit rights, Landlord’s Statement shall be final and binding upon Landlord and Tenant (except that the Tax Expenses included in such statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses)year. The statement shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by Landlord. Upon Tenant's request made no later than ninety (90) days after receipt of Landlord's annual statement, Landlord shall promptly deliver to Tenant a copy of the auditor's statement on which Landlord's annual statement is based, and such other information regarding the annual statement as may be reasonably requested by Tenant to ascertain Landlord's compliance with this Paragraph 7. At Landlord's option, Landlord may deliver such auditor's statement to Tenant together with Landlord's annual statement, or otherwise deliver such auditor's statement to Tenant prior to Tenant's request therefor. Landlord's annual statement shall be final and binding upon Landlord and Tenant (except for revisions to take into account any subsequent reassessment affecting the calculation of Tax Expenses included in such statement, which revisions shall be made if at all, within one hundred eighty (180) days after the close of the calendar year in which Landlord receives the revised tax bill) unless, within sixty (60) days after Tenant's receipt thereof ox Xxnant's receipt of any such revisions due to a reassessment or Tenant's receipt of any correction thereof by Landlord pursuant to the following provisions, as applicable), Tenant shall contest or Landlord shall correct any item therein by giving written notice to the other, specifying each item contested or corrected, respectively, and the reason therefor. If Landlord’s Statement the annual statement shows that Tenant’s 's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above hereof exceeded Tenant’s 's obligations for the calendar year, Landlord shall at its option either (1) credit the excess to the next succeeding installments of Monthly Rent and estimated Additional Rent or, following rent or (2) pay the expiration or termination of this Lease, Landlord shall refund such excess to Tenant promptly upon determining the amount thereofwithin thirty (30) days after delivery of such statement. If Landlord’s Statement the annual statement shows that Tenant’s 's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above hereof were less than Tenant’s 's obligation for the calendar year, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of Landlord’s Statementsuch statement.

Annual Accounting. Within one hundred fifty (150) days after the close of each calendar year subsequent to during the Base YearLease term, or as soon after such one hundred fifty (150) day period as practicable, Landlord shall deliver to Tenant a statement of the Additional Rent payable under Paragraphs 7.a. 7(a) and 7.b. 7(b) for such year (“Landlord’s Statement”)year. After receipt of Landlord’s Statement, Tenant may request in writing for Landlord to provide Tenant with a detailed explanation of Landlord’s Statement (an “Annual Statement Detail”), including (a) a line-item breakdown showing major categories and subcategories of costs included in the Operating Expenses; (b) the method of calculation of any “gross-up” of Operating Expenses performed by Landlord pursuant to Paragraph 7.c above; (c) the basis for Landlord’s determination of anticipated savings to be realized in the subject calendar year by any Cost Saving Capital Expenditures the cost of which are included as a portion of Operating Expenses; and (d) an explanation in reasonable detail of any capital item included in Operating Expenses (including the period of amortization used by Landlord in calculating If the annual amount of the cost of such item to be included in Operating Expenses). Landlord shall deliver the Annual Statement Detail to Tenant within thirty (30) days following Tenant’s written request for the Annual Statement Detail. Subject to Paragraph 7.h. below regarding Tenant’s audit rights, Landlord’s Statement shall be final and binding upon Landlord and Tenant (except that the Tax Expenses included in such statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses). The statement shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by Landlord. If Landlord’s Statement shows that Tenant’s payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. 7(e) above exceeded Tenant’s obligations for the calendar year, Landlord shall credit the excess to the next succeeding installments of Monthly Rent and estimated Additional Rent or, following the expiration or termination of this Lease, Landlord shall refund such excess to Tenant promptly upon determining the amount thereofRent. If Landlord’s Statement the annual statement shows that Tenant’s payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. 7(e) above were less than Tenant’s obligation for the calendar year, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of such statement. Landlord’s Statementannual statement shall be final and binding upon Landlord and Tenant unless either party, within one-hundred twenty (120) days after Tenant’s receipt thereof, shall contest or correct, as applicable, any item therein by giving written notice to the other, specifying each item contested or corrected, as applicable, and the reason therefor. Landlord and Tenant shall endeavor in good faith to resolve any issues raised by Tenant with regard to Operating Expenses and Taxes Expenses covered by the annual statement and, in connection therewith, Landlord shall provide Tenant with pertinent information reasonably required for Tenant to review the contested items covered by the annual statement. All of Tenant’s costs and expenses of any such review of an annual statement shall be paid by Tenant except that, if the review shows an aggregate overstatement of Operating Expenses of five percent (5%) or more, and Landlord’s auditors concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by a court of competent jurisdiction or such other dispute resolution mechanism as to which the parties mutually agree in writing), then Landlord shall bear all reasonable costs of the review. Notwithstanding the foregoing, Tenant’s right to contest any portion of the annual statement shall be conditioned upon (i) Tenant having paid the total amounts billed by Landlord under this Paragraph 7 within the time stipulated in Paragraph 7(e) above and above in this Paragraph 7(f) for payment (including, without limitation, the contested amounts), such payment to be without prejudice to Tenant’s position and (ii) Tenant executing a commercially reasonable non- disclosure agreement providing for Tenant to keep confidential the information delivered to Tenant and the results of any such contest or any action taken by Landlord in response thereto. Notwithstanding the foregoing, the Tax Expenses included in any such annual statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses by the taxing authority affecting the calculation of such Tax Expenses.

Annual Accounting. Landlord shall maintain true, correct and complete records of the Operating Expenses and Tax Expenses in accordance with sound accounting practices. Within one hundred fifty ninety (15090) days after the close of each calendar year subsequent to the Base Year, or as soon after such one hundred fifty ninety (15090) day period as practicable, but in any event within one hundred eighty (180) days after the close of each such calendar year, Landlord shall deliver to Tenant a statement of the Additional Rent payable under Paragraphs 7.a. and 7.b. for such year (“Landlord’s Statement”). After receipt of Landlord’s Statement, Tenant may request in writing for Landlord to provide Tenant with a detailed explanation of Landlord’s Statement (an “Annual Statement Detail”), including (a) a line-item breakdown showing major categories and subcategories of costs included in the Operating Expenses; (b) the method of calculation of any “gross-up” of Operating Expenses performed by Landlord pursuant to Paragraph 7.c above; (c) the basis for Landlord’s determination of anticipated savings to be realized in the subject calendar year by any Cost Saving Capital Expenditures the cost of which are included as a portion of Operating Expenses; and (d) an explanation in reasonable detail of any capital item included in Operating Expenses (including the period of amortization used by Landlord in calculating the annual amount of the cost of such item to be included in Operating Expenses). Landlord shall deliver the Annual Statement Detail to Tenant within thirty (30) days following Tenant’s written request for the Annual Statement Detail. Subject to Paragraph 7.h. below regarding Tenant’s audit rights, Landlord’s Statement shall be final and binding upon Landlord and Tenant (except that the Tax Expenses included in such statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses)year. The statement shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by Landlord. Upon Tenant's request made no later than ninety (90) days after receipt of Landlord's annual statement, Landlord shall promptly deliver to Tenant a copy of the auditor's statement on which Landlord's annual statement is based, and such other information regarding the annual statement as may be reasonably requested by Tenant to ascertain Landlord's compliance with this Paragraph 7. At Landlord's option, Landlord may deliver such auditor's statement to Tenant together with Landlord's annual statement, or otherwise deliver such auditor's statement to Tenant prior to Tenant's request therefor. Landlord's annual statement shall be final and binding upon Landlord and Tenant (except for revisions to take into account any subsequent reassessment affecting the calculation of Tax Expenses included in such statement, which revisions shall be made if at all, within one hundred eighty (180) days after the close of the calendar year in which Landlord receives the revised tax xxxx) unless, within thirty (30) days after Tenant's receipt thereof or Tenant's receipt of any such revisions due to a reassessment or Tenant's receipt of any correction thereof by Landlord pursuant to the following provisions, as applicable), Tenant shall contest or Landlord shall correct any item therein by giving written notice to the other, specifying each item contested or corrected, respectively, and the reason therefor. If Landlord’s Statement the annual statement shows that Tenant’s 's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above hereof exceeded Tenant’s 's obligations for the calendar year, Landlord shall at its option either (1) credit the excess to the next succeeding installments of Monthly Rent and estimated Additional Rent or, following rent or (2) pay the expiration or termination of this Lease, Landlord shall refund such excess to Tenant promptly upon determining the amount thereofwithin thirty (30) days after delivery of such statement. If Landlord’s Statement the annual statement shows that Tenant’s 's payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above hereof were less than Tenant’s 's obligation for the calendar year, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of Landlord’s Statementsuch statement.

Annual Accounting. Landlord shall maintain adequate records of the Operating Expenses and Tax Expenses in accordance with standard accounting principles. Within one hundred fifty (150) days after the close of each calendar year subsequent to the Base Year, or as soon after such one hundred fifty (150) day period as practicable, Landlord shall deliver to Tenant a statement stating the actual Operating Expenses and Tax Expenses incurred during the preceding calendar year, the portion thereof that is in excess of the Operating Expenses and Tax Expenses for the Base Year and the Additional Rent payable under Paragraphs 7.a. and 7.b. for such year (“Landlord’s Statement”). After receipt of Landlord’s Statementyear, Tenant may request in writing for Landlord to provide Tenant with a detailed explanation of Landlord’s Statement (an “Annual Statement Detail”), including (a) a line-item breakdown showing major categories and subcategories of costs included in the Operating Expenses; (b) the method of calculation of any “gross-up” of Operating Expenses performed by Landlord pursuant to Paragraph 7.c above; (c) the basis for Landlord’s determination of anticipated savings to be realized in the subject calendar year by any Cost Saving Capital Expenditures the cost of which are included as a portion of Operating Expenses; and (d) an explanation in reasonable detail of any capital item included in Operating Expenses (including the period of amortization used by Landlord in calculating if the annual amount of the cost of such item to be included in Operating Expenses). Landlord shall deliver the Annual Statement Detail to Tenant within thirty (30) days following Tenant’s written request for the Annual Statement Detail. Subject to Paragraph 7.h. below regarding Tenant’s audit rights, Landlord’s Statement shall be final and binding upon Landlord and Tenant (except that the Tax Expenses included in such statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses). The statement shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by Landlord. If Landlord’s Statement shows that Tenant’s payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above exceeded Tenant’s obligations for the calendar year, Landlord shall credit the excess to the next succeeding installments of Monthly Rent and estimated Additional Rent or, following the expiration or termination of this Lease, Landlord shall refund such excess to Tenant promptly upon determining the amount thereof. thereof If Landlord’s Statement the annual statement shows that Tenant’s payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above were less than Tenant’s obligation for the calendar year, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of such statement. Landlord’s Statementannual statement shall be final and binding upon Landlord and Tenant unless either party, within four (4) months after Tenant’s receipt thereof, shall contest or correct, as applicable, any item therein by giving written notice to the other, specifying each item contested or corrected, as applicable, and the reason therefor. Landlord and Tenant shall endeavor in good faith to resolve any issues raised by Tenant with regard to Operating Expenses and Taxes Expenses covered by the annual statement and, in connection therewith, Landlord shall provide Tenant with pertinent information reasonably required for Tenant to review the contested items covered by the annual statement. Notwithstanding the foregoing, Tenant’s right to contest any portion of the annual statement shall be conditioned upon (i) Tenant having paid the total amounts billed by Landlord under this Paragraph 7 within the time stipulated in Paragraph 7.e. above and this Paragraph 7.f. for payment (including, without limitation, the contested amounts) and (ii) Tenant’s obligation to keep confidential, and not disclose to any other party, the results of any such contest or any action taken by Landlord in response thereto. Notwithstanding the foregoing, the Tax Expenses included in any such annual statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses by the taxing authority affecting the calculation of such Tax Expenses.

Annual Accounting. Landlord shall maintain adequate records of the Operating Expenses and Tax Expenses in accordance with standard accounting principles. Within one hundred fifty (150) days after the close of each calendar year subsequent to the Base Year, or as soon after such one hundred fifty (150) day period as practicable, Landlord shall deliver to Tenant a statement of the Additional Rent payable under Paragraphs 7.a. and 7.b. for such year (“Landlord’s Statement”). After receipt of Landlord’s Statement, Tenant may request in writing for Landlord to provide Tenant with a detailed explanation of Landlord’s Statement (an “Annual Statement Detail”), including (a) a line-item breakdown showing major categories and subcategories of costs included in the Operating Expenses; (b) the method of calculation of any “gross-up” of Operating Expenses performed by Landlord pursuant to Paragraph 7.c above; (c) the basis for Landlord’s determination of anticipated savings to be realized in the subject calendar year by any Cost Saving Capital Expenditures the cost of which are included as a portion of Operating Expenses; and (d) an explanation in reasonable detail of any capital item included in Operating Expenses (including the period of amortization used by Landlord in calculating the annual amount of the cost of such item to be included in Operating Expenses). Landlord shall deliver the Annual Statement Detail to Tenant within thirty (30) days following Tenant’s written request for the Annual Statement Detail. Subject to Paragraph 7.h. below regarding Tenant’s audit rights, Landlord’s Statement shall be final and binding upon Landlord and Tenant (except that the Tax Expenses included in such statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses)year. The statement shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by Landlord. If Upon Tenant’s request, Landlord shall promptly deliver to Tenant a copy of the auditor’s statement on which Landlord’s Statement annual statement is based and such other information regarding the annual statement as may be reasonably required by Tenant to ascertain Landlord’s compliance with this Paragraph 7. Landlord’s annual statement shall be final and binding upon Landlord and Tenant unless either party, within six (6) months after Tenant’s receipt thereof, shall contest any item there n by giving written notice to the other, specifying each item contested and the reason therefor. Notwithstanding the foregoing, the Tax Expenses included in any such annual statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses. If the annual statement shows that Tenant’s payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above exceeded Tenant’s obligations for the calendar year, Landlord shall credit the excess to the next succeeding installments of Monthly Rent and estimated Additional Rent or, following if the expiration or termination of this LeaseLease term has ended, Landlord shall refund forward such excess credit to Tenant promptly upon determining the amount thereofwithin thirty (30) days after delivery of such statement. If Landlord’s Statement the annual statement shows that Tenant’s payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above were less than Tenant’s obligation for the calendar year, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of Landlord’s Statementsuch statement.

Annual Accounting. The Master Trustee shall keep accurate and ----------------- detailed accounts of all investments, receipts, disbursements and other transactions hereunder, accounting separately for each Fund, and all accounts, books and records relating thereto shall be open to inspection and audit at all reasonable times by any person designated by the Company or the Named Fiduciary. Within one hundred fifty (150) 90 days after the close of each calendar fiscal year subsequent of the Master Trust (or such other date as may be agreed upon in writing between the Company and the Master Trustee), and within l20 days after the effective date of the removal or resignation of the Master Trustee as provided in Section 11 hereof, the Master Trustee shall file with the Company a written account, setting forth all investments, receipts, disbursements and other transactions effected by it during the year ending on such date (but not including any part of such year for which such an account has previously been filed) and certified as to the Base Year, or as soon after such one hundred fifty (150) day period as practicable, Landlord shall deliver to Tenant a statement accuracy of the Additional Rent payable under Paragraphs 7.ainformation set forth therein. Such account may incorporate by reference any and 7.ball schedules and other statements setting forth investments, receipts, disbursements and other transactions effected during the period for which such account is rendered which the Master Trustee has furnished to the Company prior to the filing of such account. Each account so filed (and copies of any schedules and statements incorporated therein by reference as aforesaid) shall be open to inspection at the offices of the Company and the Master Trustee during their respective regular business hours by the Named Fiduciary and the Employer of each Participating Plan to which it relates, by any person designated by either of the foregoing, by Participants and Beneficiaries of each such Plan, and by any Administrative Committee, Investment Manager or Investment Committee affected thereby, for such year (“Landlord’s Statement”)a period of 60 days immediately following the date on which the account is filed with the Company. After receipt If for any reason an account required of Landlord’s Statement, Tenant may request in writing for Landlord to provide Tenant with a detailed explanation of Landlord’s Statement (an “Annual Statement Detail”), including (a) a line-item breakdown showing major categories and subcategories of costs included the Master Trustee hereunder shall not be filed within the applicable time specified in the Operating Expenses; (b) preceding sentence, such account may be filed by the method Master Trustee after the expiration of calculation such time, provided such account otherwise complies with the requirements of this Agreement, and such account so filed shall be open to inspection as aforesaid by any “gross-up” of Operating Expenses performed by Landlord the parties aforementioned for a period 90 days immediately following the date on which the account is filed. In the event that any assets of the Fund have been transferred to a collective investment trust pursuant to Paragraph 7.c above; (c) the basis for Landlord’s determination of anticipated savings to be realized in the subject calendar year by any Cost Saving Capital Expenditures the cost of which are included as Section 2.8 hereof, such account shall include a portion of Operating Expenses; and (d) an explanation in reasonable detail of any capital item included in Operating Expenses (including the period of amortization used by Landlord in calculating the annual amount copy of the cost latest annual written account of such item to be included in Operating Expenses). Landlord shall deliver the Annual Statement Detail to Tenant within thirty (30) days following Tenant’s written request for the Annual Statement Detail. Subject to Paragraph 7.h. below regarding Tenant’s audit rights, Landlord’s Statement shall be final and binding upon Landlord and Tenant (except that the Tax Expenses included in such statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax Expenses). The statement shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by Landlord. If Landlord’s Statement shows that Tenant’s payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above exceeded Tenant’s obligations for the calendar year, Landlord shall credit the excess to the next succeeding installments of Monthly Rent and estimated Additional Rent or, following the expiration or termination of this Lease, Landlord shall refund such excess to Tenant promptly upon determining the amount thereof. If Landlord’s Statement shows that Tenant’s payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above were less than Tenant’s obligation for the calendar year, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of Landlord’s Statementcollective investment trust.

Annual Accounting. Within one hundred fifty (150) days after the close of each calendar year subsequent to the Base Year, or as soon after such one hundred fifty (150) day period as practicable, Landlord shall deliver to Tenant a statement of the Additional Rent payable under Paragraphs 7.a. and 7.b. for such year (“Landlord’s Statement”). After receipt of Landlord’s Statement, Tenant may request in writing for Landlord to provide Tenant with a detailed explanation of Landlord’s Statement (an “Annual Statement Detail”), including (a) a line-item breakdown showing major categories and subcategories of costs included in the Operating Expenses; (b) the method of calculation of any “gross-up” of Operating Expenses performed by Landlord pursuant to Paragraph 7.c above; (c) the basis for Landlord’s determination of anticipated savings to be realized in the subject calendar year by any Cost Saving Capital Expenditures the cost of which are included as a portion of Operating Expenses; and (d) an explanation in reasonable detail of any capital item included in Operating Expenses (including the period of amortization used by Landlord in calculating the annual amount of the cost of such item to be included in Operating Expenses). Landlord shall deliver the Annual Statement Detail to Tenant within thirty (30) days following Tenant’s written request for the Annual Statement Detail. Subject to Paragraph 7.h. below regarding Tenant’s audit rights, Landlord’s Statement statement shall be final and binding upon Landlord and Tenant (except that the Tax Expenses included in such statement may be modified by any subsequent adjustment or retroactive application of Tax Expenses affecting the calculation of such Tax ExpensesExpenses and set forth in this Lease). The Landlord’s annual statement delivered to Tenant pursuant to this Paragraph 7.f. of the Lease shall be based on the results of an audit of the operations of the Building prepared for the applicable year by a nationally recognized certified public accounting firm selected by Landlord, and upon Tenant’s request, Landlord shall promptly deliver to Tenant a copy of the auditor’s statement on which Landlord’s annual statement is based. If Landlord’s Statement the annual statement shows that Tenant’s payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above exceeded Tenant’s obligations for the calendar year, Landlord shall credit the excess to the next succeeding installments of Monthly Rent and estimated Additional Rent or, following the expiration if this Lease has expired or termination of this Leaseotherwise terminated, Landlord shall refund pay such excess to Tenant promptly upon determining within thirty (30) days of delivery of the amount thereofannual statement to Tenant. If LandlordSubject to Tenant’s Statement audit rights, if the annual statement shows that Tenant’s payments of Additional Rent for such calendar year pursuant to Paragraph 7.e. above were less than Tenant’s obligation for the calendar year, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of Landlord’s Statementsuch statement.