Common use of Readjustments Clause in Contracts

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following the end of each Adjustment Year and after the Landlord shall have determined the amounts of Expenses to be used in calculating the Expense Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Expenses for such Adjustment Year. If the Expense Adjustment owed for such Adjustment Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment paid by Tenant during such Adjustment Year. If the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Expense Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its option, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenant, subject to Tenant's right to challenge a Landlord's Statement pursuant to the terms of Section 2 herein. (ii) Following the end of each Adjustment Year and after Landlord shall have determined the actual amounts of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occurs. (iii) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d). (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibility.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following the end of each Adjustment Year and after the Landlord shall have determined the amounts of Expenses to be used in calculating the Expense Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Expenses for such Adjustment Year. If the Expense Adjustment owed for such Adjustment Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment paid by Tenant during such Adjustment Year. If the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Expense Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its option, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenant, subject to Tenant's right to challenge a Landlord's Statement pursuant to the terms of Section 2 2(e) herein. (ii) Following the end of each Adjustment Year and after Landlord shall have determined the actual amounts of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occurs. (iii) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d). (iv) Tenant may, by timely written notice to Landlord, Landlord request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Buildings Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year year(s) challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibility; provided, however, that in the event other tenants of the Building join Tenant in such challenge, the expenses of such proceeding shall be shared proportionally by all such tenants joining in such challenge based upon the relative square footage of Rentable Area leased by such tenants, and any increase in taxes arising from increased valuation of the Building caused by such challenge shall likewise be shared proportionally among all such tenants joining in such challenge.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following the end of each Adjustment Year and after the Landlord shall have determined the amounts of Expenses to be used in calculating the Expense Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Expenses for such Adjustment Year. If the Expense Adjustment owed for such Adjustment Year exceeds the Expense Expense. Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment paid by Tenant during such Adjustment Year. If the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Expense Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its option, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenant, subject to Tenant's right to challenge a Landlord's Statement pursuant to the terms of Section 2 2(e) herein. (ii) Following the end of each Adjustment Year and after Landlord shall have determined the actual amounts of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occurs. (iii) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d). (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, Building or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding Proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Building Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket Docket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year years) challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibility.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following Within ninety (90) days following the end of each Adjustment Calculation Year and after the Landlord shall have determined the amounts amount of Expenses to be used in calculating the Expense Adjustment for such Adjustment Calculation Year, Landlord shall notify Tenant in writing ("any such notice of Expenses and Expense Adjustment herein called “Landlord's ’s Expense Statement"”) of such Expenses and Tenant’s Expense Adjustment for such Adjustment Calculation Year. If the Expense Adjustment owed for such Adjustment Calculation Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment Estimate paid by Tenant during such Adjustment Calculation Year, then Tenant shall, within thirty (30) days after the date of Landlord's ’s Expense Statement, pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment Rent Estimate paid by Tenant during such Adjustment Calculation Year. If the Expense Adjustment component of the Additional Rent Progress Payment Estimate paid by Tenant during such Adjustment Calculation Year exceeds the Expense Adjustment owed for such Adjustment Calculation Year, then Landlord shall credit such excess to Additional Rent payable after the date of Landlord's ’s Expense Statement, or may, at its option, credit such excess to any Rent then theretofore due and owing, until such excess has been exhausted. If the Expiration Date this Lease shall occur expire or be terminated prior to full application of such excess, Landlord shall pay to Tenant Tenant, within thirty (30) days after the date of such expiration or termination, the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Calculation Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenantthis Lease expires, subject to Tenant's right ’s obligations under Section 5(e) hereof, provided Tenant shall have vacated the Premises and otherwise surrendered the Premises to challenge a Landlord's Statement pursuant to the terms of Section 2 hereinLandlord in accordance with this Lease and Tenant is not then in uncured default under this Lease following written notice thereof. (ii) Following Within ninety (90) days following the end of each Adjustment Calculation Year and after Landlord shall have determined the actual amounts amount of Taxes to be used in calculating the Tax Adjustment for such Adjustment Calculation Year, Landlord shall notify Tenant in writing ("any such notice of Taxes and Tax Adjustment herein called “Landlord's ’s Tax Statement"”) of such Taxes for such Adjustment Calculation Year. If the Tax Adjustment owed for such Adjustment Calculation Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment Estimate paid by Tenant during such Adjustment Calculation Year, then Tenant shall, within thirty (30) days after the date of Landlord's ’s Tax Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment Estimate paid by Tenant during such Adjustment Calculation Year. If the Tax Adjustment component of the Additional Rent Progress Payment Estimate paid by Tenant during such Adjustment Calculation Year exceeds the Tax Adjustment owed for such Adjustment Calculation Year, then Landlord shall credit such excess to Additional Rent payable after the date of Landlord's ’s Tax Statement, or may, at its electionoption, credit such excess to any Rent then theretofore due and owing, until such excess has been exhausted. If the Expiration Date this Lease shall occur expire or be terminated prior to full application of such excess, Landlord shall pay to Tenant Tenant, within thirty (30) days after the date of such expiration or termination, the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Calculation Year in which this Lease expires, subject to Tenant’s obligations under Section 5(e) hereof, provided Tenant shall have vacated the Expiration a Date occurs. (iii) No interest or penalties shall accrue on any amounts which Premises and otherwise surrendered the Premises to Landlord in accordance with this Lease and Tenant is obligated to credit or pay to Tenant by reason of not then in uncured default under this Section 2(d). (iv) Tenant may, by timely Lease following written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibilitythereof.

Readjustments. The On or about April 1st following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following the end of each Adjustment Year and after the (beginning April 1, 2011), or at such later time as Landlord shall have determined be able to determine the actual amounts of Expenses to be used in calculating Operating Costs for the Expense Adjustment for such Adjustment YearYear last ended, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Expenses for such Adjustment Yearactual amounts. If such actual amounts exceed the Expense Adjustment owed Projections for such Adjustment Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of such written notice from Landlord's Statement, pay to Landlord an amount equal the unpaid Tenant’s Share of Increases in Operating Costs reflected on such statement. The obligation to make such payments shall survive the excess expiration or earlier termination of the Expense Adjustment over Term; provided, however, Tenant shall have no obligation to make any such payment unless Tenant receives written notice that such payment is due not later than one hundred eighty (180) days after the Expense Adjustment component end of the Additional Progress Payment paid by Tenant during such an Adjustment Year. If the Expense Adjustment component total Tenant’s Share of the Additional Rent Progress Payment Increases in Operating Costs paid by Tenant during such Adjustment Year exceeds the Expense Adjustment owed amount thereof payable for such year based upon actual Operating Costs for such Adjustment Year, then Landlord shall credit such the excess to Rent installments of Tenant’s Share of Increases in Operating Costs payable after the date of Landlord's Statement, or may, at its option, credit such excess to any Rent then due and owing, ’s notice until such the excess has been exhausted. If the Expiration Date , or if this Lease shall occur expire prior to full application of such the excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment Tenant’s Share of Additional Rent for the Adjustment Year Increases in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenant, subject to Tenant's right to challenge a Landlord's Statement pursuant to the terms of Section 2 herein. (ii) Following the end of each Adjustment Year and after Landlord shall have determined the actual amounts of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, Operating Costs within thirty (30) days after the date of Landlord's Statement, pay to Landlord an that the amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occurs. (iii) is determined. No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or to pay to Tenant by reason of this Section 2(d)Section. (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibility.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and TenantTenant for Expense Adjustment, Utility Expense Adjustment and Tax Adjustments: (ia) Following the end of each Adjustment Year and after the Landlord shall have has determined the amounts actual amount of Expenses to be used in calculating the Expense Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("any such notice hereinafter referred to as “Landlord's ’s Expense Statement"”) of such Expenses and Tenant’s Expense Adjustment for such Adjustment Year. If the Expense Adjustment owed for such Adjustment Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year, then Tenant shallTenant, within thirty (30) days after the date of Landlord's ’s Expense Statement, shall pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment Rent Adjustment Deposits paid by Tenant during such Adjustment Year. If the Expense Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year exceeds the Expense Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's ’s Expense Statement, or mayor, at its option, may credit such excess to any Rent then theretofore due and owing, until such excess has been exhausted. If the Expiration Date shall occur this Lease expires or is terminated prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenantthis Lease expires, subject to Tenant's right ’s obligations under Section 4.8 hereof, provided Tenant has vacated the Premises and otherwise has surrendered the Premises to challenge a Landlord's Statement pursuant to the terms of Section 2 hereinLandlord in accordance with this Lease and Tenant is not then in Default under this Lease. (iib) Following the end of each Adjustment Year and after Landlord shall have has determined the actual amounts amount of Utility Expenses to be used in calculating the Utility Expense Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing (any such notice hereinafter referred to as “Landlord’s Utility Expense Statement”) of such Utility Expenses and Tenant’s Utility Expense Adjustment for such Adjustment Year. If the Utility Expense Adjustment owed for such Adjustment Year exceeds the Utility Expense Adjustment component of the Rent Adjustment Deposits paid by Tenant during such Adjustment Year, then Tenant, within thirty (30) days after the date of Landlord’s Utility Expense Statement, shall pay to Landlord an amount equal to the excess of the Utility Expense Adjustment over the Utility Expense Adjustment component of the Rent Adjustment Deposits paid by Tenant during such Adjustment Year. If the Utility Expense Adjustment component of the Rent Adjustment Deposits paid by Tenant during such Adjustment Year exceeds the Utility Expense Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord’s Utility Expense Statement, or, at its option, may credit such excess to any Rent theretofore due and owing, until such excess has been exhausted. If this Lease expires or is terminated prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Rent for the Adjustment Year in which this Lease expires, subject to Tenant’s obligations under Section 4.8 hereof, provided Tenant has vacated the Premises and otherwise has surrendered the Premises to Landlord in accordance with this Lease and Tenant is not then in Default under this Lease. (c) Following the end of each Adjustment Year and after Landlord has determined the actual amount of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("any such notice hereinafter referred to as “Landlord's ’s Tax Statement"”) of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year, then Tenant shallTenant, within thirty (30) days after the date of Landlord's ’s Tax Statement, shall pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's ’s Tax Statement, or mayor, at its electionoption, may credit such excess to any Rent then theretofore due and owing, until such excess has been exhausted. If the Expiration Date shall occur this Lease expires or is terminated prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which this Lease expires, subject to Tenant’s obligations under Section 4.8 hereof, provided Tenant has vacated the Expiration a Date occurs. (iii) Premises and otherwise has surrendered the Premises to Landlord in accordance with this Lease and Tenant is not then in Default under this Lease. No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of pursuant to this Section 2(d)Section. (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibility.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and TenantTenant for Expense Adjustment, Common Area Adjustment and Tax Adjustment: (ia) Following On or before ninety (90) days after the end of each Adjustment Year and after the Year, Landlord shall have determined determine the amounts actual amount of Expenses to be used in calculating the Expense Adjustment and the actual amount of Common Area Charges to be used in the calculating the Common Area Adjustment for such Adjustment Year, and Landlord shall notify Tenant in writing ("any such notice hereinafter referred to as “Landlord's ’s Expense and Common Area Statement"”) of such Expenses and Common Area Charges and Tenant’s Expense Adjustment and Common Area Adjustment for such Adjustment Year. If the Expense and Common Area Adjustment owed for such Adjustment Year exceeds the Expense and Common Area Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year, then Tenant shallTenant, within thirty (30) days after the date of Landlord's ’s Expense and Common Area Statement, shall pay to Landlord an amount equal to the excess of the Expense and Common Area Adjustment over the Expense and Common Area Adjustment component of the Additional Progress Payment Rent Adjustment Deposits paid by Tenant during such Adjustment Year. If the Expense and Common Area Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year exceeds the Expense and Common Area Adjustment owed for such Adjustment Year, then Landlord shall credit pay such excess to Rent payable Tenant on or before thirty (30) days after the date of Landlord's ’s Expense and Common Area Statement, or may, at its option, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenant, subject to Tenant's right to challenge a Landlord's Statement pursuant to the terms of Section 2 herein. (iib) Following On or before ninety (90) days after the end of each Adjustment Year and after Year, Landlord shall have determined determine the actual amounts amount of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, and Landlord shall notify Tenant in writing ("any such notice hereinafter referred to as “Landlord's ’s Tax Statement"”) of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year, then Tenant shallTenant, within thirty (30) days after the date of Landlord's ’s Tax Statement, shall pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit pay such excess to Rent payable Tenant on or before thirty (30) days after the date of Landlord's ’s Tax Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occurs. (iiic) No interest or penalties shall accrue on any amounts which that Landlord is obligated to credit or pay to Tenant by reason of pursuant to this Section 2(d)4.05. (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibility.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and TenantTenant for the Expense Adjustment and the Tax Adjustment for each Calendar Year: (ia) Following the end of each Adjustment Calendar Year and after the Landlord shall have has determined the amounts actual amount of Expenses to be used in calculating the Expense Adjustment for such Adjustment YearCalendar Year and the actual amounts, if any, allocated to Tenant under Section 4.3 hereof and/or under subsections (f) and/or (g) of Section 7.3 hereof, Landlord shall notify Tenant in writing (any such notice is hereinafter referred to as "Landlord's Expense Statement") of such Expenses Expenses, allocations and the Expense Adjustment for such Adjustment Calendar Year. If the Expense Adjustment owed for such Adjustment Calendar Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Calendar Year, then Tenant shallTenant, within thirty (30) days after the date of Landlord's Expense Statement, shall pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment Rent Adjustment Deposits paid by Tenant during such Adjustment Calendar Year. If the Expense Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Calendar Year exceeds the Expense Adjustment owed for such Adjustment Calendar Year, then Landlord may credit such excess to any Rent then due and owing until such excess has been exhausted, and if no Rent is then due and owing or if any excess remains after such credit to any Rent then due and owing, then Landlord shall credit such excess to Rent payable after the date of Landlord's Expense Statement, or may, at its option, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application upon Tenant's request made within ten (10) days after delivery of such excessLandlord's Expense Statement, Landlord shall promptly pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenant, subject to Tenant's right to challenge a Landlord's Statement pursuant to the terms of Section 2 herein. (ii) Following the end of each Adjustment Year and after Landlord shall have determined the actual amounts of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occurs. (iii) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d). (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibility.amount

Readjustments. The On or about April 1st following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following the end of each Adjustment Year and after the Year, or at such later time as Landlord shall have determined be able to determine the actual amounts of Operating Expenses to be used in calculating and Taxes for the Expense Adjustment for such Adjustment YearYear last ended, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Expenses for such Adjustment Yearactual amounts. If such actual amounts exceed the Expense Adjustment owed Projections for such Adjustment Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such each Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, such written notice from Landlord pay to Landlord an amount equal to the excess of the Expense Adjusted Monthly Base Rent payable for the Adjustment Year last ended based upon actual Operating Expenses and Taxes for such year over the Expense Adjustment component of the Additional Progress Payment total Adjusted Monthly Base Rent paid by Tenant during such Adjustment Year. The obligation to make such payments shall survive the expiration or earlier termination of the Term. If the Expense Adjustment component of the Additional total Adjusted Monthly Base Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Expense Adjustment owed amount thereof payable for such year based upon actual Operating Expenses and Taxes for such Adjustment Year, then Landlord shall credit such excess to installments of Adjusted Monthly Base Rent payable after the date of Landlord's Statement, or may, at its option, credit such excess to any Rent then due and owing, notice until such excess has been exhausted. If the Expiration Date , or if this Lease shall occur expire prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occursRent. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenant, subject to Tenant's right to challenge a Landlord's Statement pursuant to the terms of Section 2 herein. (ii) Following the end of each Adjustment Year and after Landlord shall have determined the actual amounts of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occurs. (iii) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d)Section. (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibility.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following the end of each Adjustment Calculation Year and after the Landlord shall have determined the amounts amount of Expenses to be used in calculating the Expense Adjustment for such Adjustment Calculation Year, Landlord shall notify deliver to Tenant a statement in writing ("Landlord's Statement") of such reasonable detail setting forth the Expenses for the applicable Calculation Year and the calculation of Tenant’s Expense Adjustment for such Adjustment Calculation Year (“Landlord’s Expense Statement”). Landlord shall endeavor to deliver Landlord’s Expense Statement by May 1 of each year. Landlord’s Expense Statement shall also set forth the Expenses for the Base Year. If the actual Expense Adjustment owed for such Adjustment Calculation Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment Estimate paid by Tenant during such Calculation Year, then Tenant shall, within thirty (30) days after receipt of Landlord’s Expense Statement, pay to Landlord an amount equal to the excess of the actual Expense Adjustment over the Expense Adjustment component of the Additional Rent Estimate paid by Tenant during such Calculation Year. If the Expense Adjustment component of the Additional Rent Estimate paid by Tenant during such Calculation Year exceeds the Expense Adjustment owed for such Calculation Year, then, provided that Tenant is not then in Default under this Lease, Landlord shall credit such excess to Additional Rent next coming due and payable after the date of Landlord’s Expense Statement, until such excess has been exhausted (provided further, that if Tenant is then in Default, then Landlord may first offset such excess against any rental or other damages due and owing from Tenant resulting from any such existing Default of Tenant under this Lease). If this Lease shall expire or be terminated prior to full application of such excess, Landlord shall pay to Tenant, within thirty (30) days after expiration or termination of this Lease (or, with respect to any such excess attributable to the Calculation Year in which this Lease terminates or expires, then within thirty (30) days after delivery of the Landlord’s Expense Statement applicable thereto), the balance thereof not theretofore applied against Additional Rent and not reasonably required for payment of Rent for the Calculation Year in which the Lease expires, subject to Tenant’s obligations under Section 5(e) hereof, provided Tenant is not then in Default under this Lease (and if Tenant is then in Default, then Landlord may first offset such excess against any rental or other damages due and owing from Tenant resulting from any such existing default of Tenant under this Lease). (ii) Following the end of each Calculation Year and after Landlord shall have determined the actual amount of Taxes to be used in calculating the Tax Adjustment for such Calculation Year, Landlord shall deliver to Tenant a statement in reasonable detail (including copies of relevant tax bills) setting forth the Taxes for the applicable Calculation Year and the calculation of Tenant’s Tax Adjustment for such Calculation Year (“Landlord’s Tax Statement”). Landlord’s Tax Statement shall also set forth the Taxes for the Base Year. If the actual Tax Adjustment owed for such Calculation Year exceeds the Tax Adjustment component of the Additional Rent Estimate paid by Tenant during such Calculation Year, then Tenant shall, within thirty (30) days after the date of Landlord's ’s Tax Statement, pay to Landlord an amount equal to the excess of the Expense actual Tax Adjustment over the Expense Adjustment component of the Additional Progress Payment paid by Tenant during such Adjustment Year. If the Expense Tax Adjustment component of the Additional Rent Progress Payment Estimate paid by Tenant during such Calculation Year. If the Tax Adjustment component of the Additional Rent Estimate paid by Tenant during such Calculation Year exceeds the Expense Tax Adjustment owed for such Adjustment Calculation Year, then, provided that Tenant is not then in Default under this Lease, Landlord shall immediately credit such excess to Additional Rent next coming due and payable after the date of Landlord's ’s Tax Statement, or may, at its option, credit such excess to any Rent then due and owing, until such excess has been exhaustedexhausted (provided further, that if Tenant is then in Default, then Landlord may first offset such excess against any rental or other damages due and owing from Tenant resulting from any such existing Default of Tenant under this Lease). If the Expiration Date this Lease shall occur expire or be terminated prior to full application of such excess, Landlord shall pay to Tenant Tenant, within thirty (30) days after expiration or termination of this Lease (or, with respect to any such excess attributable to the Calculation Year in which this Lease terminates or expires, then within thirty (30) days after delivery of the Landlord’s Tax Statement applicable thereto), the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Calculation Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and TenantLease expires, subject to Tenant's right to challenge a Landlord's Statement pursuant to the terms of ’s obligations under Section 2 herein. 5(e) hereof, provided Tenant is not then in Default under this Lease (ii) Following the end of each Adjustment Year and after Landlord shall have determined the actual amounts of Taxes to be used if Tenant is then in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment YearDefault, then Landlord shall credit may first offset such excess to Rent payable after the date of Landlord's Statement, against any rental or may, at its election, credit such excess to any Rent then other damages due and owing, until owing from Tenant resulting from any such excess has been exhausted. If the Expiration Date shall occur prior to full application existing Default of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occurs. (iii) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of under this Section 2(dLease). (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibility.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following the end of each Adjustment Year and after the Landlord shall have determined the amounts of Expenses to be used in calculating the Expense Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Expenses for such Adjustment Year. If the Expense Adjustment owed for such Adjustment Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment paid by Tenant during such Adjustment Year. If the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Expense Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its option, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenant, subject to Tenant's right to challenge a Landlord's Statement pursuant to within thirty (30) days after the terms of Section 2 hereinExpiration Date. (ii) Following the end of each Adjustment Year and after Landlord shall have determined the actual amounts of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occurs, within thirty (30) days after the Expiration Date. (iii) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d). (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibility.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following After the end of each Adjustment Year calendar year and after the Landlord shall have determined the actual amounts of Taxes and the actual amount of Expenses to be used in calculating determining the Combined Expense and Tax Adjustment for such Adjustment Yearcalendar year, Landlord shall notify furnish Tenant in writing a statement ("Landlord's Statement") of such Taxes and Expenses and the Combined Expense and Tax Adjustment for such Adjustment Yearcalendar year. If the sum of the Combined Expense Adjustment and Tax owed for such Adjustment Year calendar year exceeds the Expense Adjustment component of the Additional Rent Progress Payment Payments paid by Tenant during to Landlord for such Adjustment Yearcalendar year, then Tenant shall, shall pay to Landlord within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to such excess. If the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment Payments paid by Tenant during to Landlord for such Adjustment Year. If calendar year exceed the Expense Adjustment component sum of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Combined Expense and Tax Adjustment owed for such Adjustment Yearcalendar year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its option, credit such excess to any Rent then due and owing, Statement until such excess has been is exhausted. If the Expiration Date this Lease shall occur expire or terminate prior to full application of such excess, Landlord shall pay to Tenant the unapplied balance thereof not theretofore applied against Rent and that is not reasonably required for payment of Additional Rent Adjustment for the Adjustment Year calendar year in which the Expiration Date occursLease expires or terminates. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenant, subject to Tenant's right to challenge a Landlord's Statement pursuant to the terms of Section 2 herein. (ii) Following the end of each Adjustment Year and after Landlord shall have determined the actual amounts of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occurs. (iii) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d). Paragraph 7D. Unless Tenant shall take written exception to any item shown in any Landlord's Statement within thirty (iv30) Tenant maydays after the date of such Landlord's Statement, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, Statement shall be entitled to recover its actual out-of-pocket costs considered as final and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibilityconclusively binding upon Tenant.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following the end of each Adjustment Year and after the Landlord shall have has determined the amounts actual amount of Expenses to be used in calculating the Expense Adjustment for such Adjustment Year (which calculation Landlord shall use reasonable efforts to make within one hundred twenty (120) days following the end of each Adjustment Year, but which calculation shall be made no later than two hundred seventy (270) days following the end of such Adjustment Year), Landlord shall notify Tenant in writing (any such notice of Expenses and Expense Adjustment is herein called "Landlord's Expense Statement") of such actual Expenses and Tenant's Expense Adjustment for such Adjustment Year. If the Expense Adjustment owed for such Adjustment Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment Deposit paid by Tenant during such Adjustment Year, then Tenant shall, within thirty forty-five (3045) days after the date of Landlord's Expense Statement, pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment paid by Tenant during such Adjustment Yearexcess. If the Expense Adjustment component of the Additional Rent Progress Payment Deposit paid by Tenant during such Adjustment Year exceeds the Expense Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable shall, within forty-five (45) days after the date of Landlord's Expense Statement, pay to Tenant such excess, which duty shall survive the termination or mayexpiration of this Lease, or at its optionthe option of Tenant, credit apply such excess to any the next succeeding payments of Rent then coming due and owinghereunder; provided, until however, if Tenant is in Default under this lease, Landlord may first apply such excess has been exhausted. If to cure the Expiration Date shall occur prior to full application of such excess, Landlord shall Default and then pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenant, subject any remaining amounts to Tenant's right to challenge a Landlord's Statement pursuant to the terms of Section 2 herein. (ii) Following the end of each Adjustment Year and after Landlord shall have has determined the actual amounts amount of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing (any such notice of Taxes and Tax Adjustment is herein called "Landlord's Tax Statement") of such Taxes for such Adjustment Year. If the actual Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment Deposit paid by Tenant during such Adjustment Year, then Tenant shall, within thirty forty five (3045) days after the date of Landlord's Tax Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Yearexcess. If the Tax Adjustment component of the Additional Rent Progress Payment Deposit paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable within forty (45) days after the date of Landlord's Tax Statement, pay to Tenant such excess, which duty shall survive the expiration or maytermination of this lease, or at its electionthe option of Tenant, credit apply such excess to any the next succeeding payments of Rent then coming due and owinghereunder; provided, until however, if Tenant is in Default under this lease, Landlord may first apply such excess has been exhaustedto cure the Default and then pay any remaining amounts to Tenant. If Notwithstanding anything herein to the Expiration Date contrary, the provisions of Section 2(c)(i)(B) and 2(d)(ii) shall occur prior to full application apply only in the event Tenant is in Default hereunder or Chicago Title and Trust Company no longer occupies at least 100,000 square feet of such excess, Landlord shall pay to Tenant Rentable Area in the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occursBuilding. (iii) No interest or penalties Notwithstanding anything herein to the contrary, Landlord's Expense Statement and Landlord's Tax Statement shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason include a reasonably detailed itemization of this Section 2(d). (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount Taxes and Expenses and a description of their method of computation. Without limitation of the assessed value aforesaid, all line items for Taxes and Expenses shall be clearly delineated and all line items in excess of $100,000 for the Building as a whole shall be separately shown. Landlord shall also provide, with Landlord's Statements, (x) a certification from a general partner of Landlord that, based on an audit of Landlord's books and records, Taxes and Expenses as shown on Landlord's Statements have been computed as defined and limited by this Lease and (y) a copy of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself certification and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and audit from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant certified public accountant auditing Landlord's books and elected not records as it pertains to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant Taxes and paid by Tenant as its sole responsibilityExpenses.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following Within ninety (90) days following the end of each Adjustment Year and after the Landlord shall have determined the amounts of Expenses to be used in calculating the Expense Adjustment for such Adjustment Year, Landlord shall notify submit to Tenant a statement showing the actual Expenses incurred in writing the prior Adjustment Year according to major categories of expense, together with Tenant's Proportionate Share of the actual Expenses, and a computation of either Tenant's overpayment or underpayment of actual Expenses for the prior Adjustment Year (the "Landlord's Statement") of such Expenses for such Adjustment Year). If the Expense Adjustment owed for such Adjustment Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment paid there has been an underpayment by Tenant during such for the previous Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess underpayment, subject to the Annual Cap as set forth in Section 4(a)(iv) of this Lease. If Tenant has overpaid its proportionate share of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment paid by Tenant during such Adjustment Year. If the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Expense Adjustment owed for such Adjustment YearExpenses, then Landlord shall credit such excess to Rent payable immediately after the date of Landlord's Statement, or may, at its option, credit such excess to any Rent then theretofore due and owing, until such excess has been exhausted. If the Expiration Date this Lease shall occur expire or be terminated prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement this Lease expires or is accepted by Tenant, it shall be final and binding on Landlord and Tenantterminated, subject to Tenant's right obligations under Section 4(e) hereof, provided Tenant shall have vacated the Premises and otherwise surrendered the Premises to challenge a Landlord's Statement pursuant to the terms of Section 2 hereinLandlord in accordance with this Lease and Tenant is not then in default under this Lease. (ii) Following Within ninety (90) days following the end of each Adjustment Year and after Landlord shall have determined the actual amounts of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing (any such notice herein called "Landlord's Statement") of such Taxes for such Adjustment Year. Landlord's Statement shall include a copy of the most recent tax assessment notice(s) for such Adjustment Year. For purposes of the foregoing, Taxes shall be deemed to accrue monthly, although Taxes are paid annually. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment Tax and Expense Estimate paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment Tax and Expense Estimate paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment Tax and Expense Estimate paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall immediately credit such excess to Rent payable after the date of Landlord's Statement, or may, at its electionoption, credit such excess to any Rent then theretofore due and owing, until such excess has been exhausted. If the Expiration Date this Lease shall occur expire or be terminated prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which this Lease expires, subject to Tenant's obligations under Section 4(e) hereof, provided Tenant shall have vacated the Expiration a Date occursPremises and otherwise surrendered the Premises to Landlord in accordance with this Lease and Tenant is not then in default under this Lease. (iii) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d4(c) or which Tenant may be obligated to pay Landlord due to an underestimation and underpayment by Tenant of the Expenses, when such payment is late, in which event interest shall accrue on any such late payment in accordance with Section 27(h). (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibility.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following the end of each Adjustment Year and after the Landlord shall have determined the amounts of Expenses to be used in calculating the Expense Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Expense Statement") of such Expenses for such Adjustment Year. Landlord will use reasonable efforts to deliver Landlord’s Expense Statement by April 30 of the year following such Adjustment Year. Delays by Landlord in submitting such Landlord’s Expense Statements or mistakes by Landlord in such statements will not prejudice Landlord's right to collect any rent due under this Lease; provided, however, that Landlord’s right to make any such corrections in respect of an Adjustment Year will not extend beyond December 31 of the calendar year immediately following the end of the Adjustment Year to which such Landlord’s Expense Statement appertains; provided, further, that Landlord will have the benefit of any correction of Expenses in Landlord’s favor in connection with Tenant’s audit pursuant to Section 2(e) notwithstanding that such correction may occur after the deadline for corrections as set forth above. If the Expense Adjustment owed for such Adjustment Year exceeds the Expense Adjustment component Tenant’s payments of the Additional Rent Progress Payment paid by Tenant during Tenant’s Proportionate Share of Estimated Expenses for such Adjustment Year, then Tenant shall, within thirty (30) days after the date delivery of Landlord's Expense Statement, pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component Tenant’s payments of the Additional Progress Payment paid by Tenant during Tenant’s Proportionate Share of Estimated Expenses for such Adjustment Year. If the Expense Adjustment component Tenant’s payments of the Additional Rent Progress Payment paid by Tenant during Tenant’s Proportionate Share of Estimated Expenses for such Adjustment Year exceeds the Expense Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Expense Statement, or may, at its option, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenant, subject to Tenant's right to challenge a Landlord's Statement pursuant to the terms of Section 2 herein. (ii) Following the end of each Adjustment Year and after Landlord shall have determined the actual amounts of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Tax Statement") of such Taxes for such Adjustment Year. Landlord will use reasonable efforts to deliver Landlord’s Tax Statement within a reasonable time after Landlord’s receipt of the final xxxx for Taxes from the applicable taxing authority for such Adjustment Year. Delays by Landlord in submitting such Landlord’s Tax Statements or mistakes by Landlord in such statements will not prejudice Landlord's right to collect any rent due under this Lease; provided, however, that Landlord’s right to make any such corrections in respect of any Adjustment Year will not extend beyond the later of (a) December 31 of the calendar year immediately following the calendar year in which occurs the final deadline for Landlord’s payment of Taxes for such Adjustment Year to the applicable taxing authority; and (b) the 180th day after Landlord’s receipt of such final xxxx from the applicable taxing authority; provided, further, that Landlord will have the benefit of any correction of Taxes in Landlord’s favor in connection with Tenant’s audit pursuant to Section 2(e) notwithstanding that such correction may occur after the deadline for corrections as set forth above. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component Tenant’s payments of the Additional Rent Progress Payment paid by Tenant during Tenant’s Proportionate Share of Estimated Taxes for such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Tax Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component Tenant’s payments of the Additional Rent Progress Payment paid by Tenant during Tenant’s Proportionate Share of Estimated Taxes for such Adjustment Year. If the Tax Adjustment component Tenant’s payments of the Additional Rent Progress Payment paid by Tenant during Tenant’s Proportionate Share of Estimated Taxes for such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Tax Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occurs. (iii) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d). (iv) The obligations of Landlord and Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount under this Section 2(d) will survive expiration or termination of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibilitythis Lease.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following the end of each Adjustment Calculation Year and after the Landlord shall have determined the amounts amount of Expenses to be used in calculating the Expense Adjustment for such Adjustment Calculation Year, Landlord shall notify Tenant in writing (any such notice of Expenses and Expense Adjustment herein called "Landlord's Expense Statement") of such Expenses and Tenant's Expense Adjustment for such Adjustment Calculation Year. If the Expense Adjustment owed for such Adjustment Calculation Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment Estimate paid by Tenant during such Adjustment Calculation Year, then Tenant shall, within thirty (30) days after the date of Landlord's Expense Statement, pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment Rent Estimate paid by Tenant during such Adjustment Calculation Year. If the Expense Adjustment component of the Additional Rent Progress Payment Estimate paid by Tenant during such Adjustment Calculation Year exceeds the Expense Adjustment owed for such Adjustment Calculation Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Expense Statement, or may, at its option, credit such excess to any Rent then theretofore due and owing, until such excess has been exhausted. If this lease shall expire or be terminated prior to full application of such excess. Landlord shall pay to Tenant the Expiration Date balance thereof not theretofore applied against Rent and not reasonably required for payment of Rent for the Calculation Year in which the lease expires, subject to Tenant's obligations under Section 5(e) hereof, provided Tenant shall occur have vacated the Premises and otherwise surrendered the Premises to Landlord in accordance with this lease and Tenant is not then in default under this lease. (ii) Following the end of each Calculation Year and after Landlord shall have determined the actual amount of Taxes to be used in calculating the Tax Adjustment for such Calculation Year. Landlord shall notify Tenant in writing (any such notice of Taxes and Tax Adjustment herein called "Landlord's Tax Statement") of such Taxes for such Calculation Year. If the Tax Adjustment owed for such Calculation Year exceeds the Tax Adjustment component of the Additional Rent Estimate paid by Tenant during such Calculation Year. then Tenant shall, within thirty (30) days after the date of Landlord's Tax Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Estimate paid by Tenant during such Calculation Year. If the Tax Adjustment component of the Additional Rent Estimate paid by Tenant during such Calculation Year exceeds the Tax Adjustment owed for such Calculation Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Tax Statement, or may, at its option, credit such excess to any Rent theretofore due and owing, until such excess has been exhausted. If this lease shall expire or be terminated prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Rent for the Calculation Year in which the lease expires, subject to Tenant's obligations under Section 5(e) hereof, provided Tenant shall have vacated the Premises and otherwise surrendered the Premises to Landlord in accordance with this lease and Tenant is not then in default under this lease. (iii) Notwithstanding anything contained in this Section 5 to the contrary, Landlord may, but shall have no obligation to, include in the Additional Rent Estimate shown in any Projection Notice delivered to Tenant with respect to the last Calculation Year falling entirely within the Term, Landlord's good faith estimate or projection of Additional Rent for the Adjustment any partial future Calculation Year in which the Expiration Date occurs. Landlord's statements , and Tenant shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenant, subject to Tenant's right to challenge a Landlord's Statement pursuant to the terms of Section 2 herein. (ii) Following the end of each Adjustment Year and after Landlord shall have determined the actual amounts of Taxes to be used in calculating the Tax Adjustment pay such Additional Rent Estimate for such Adjustment Year, Landlord shall notify Tenant future partial Calculation Year at the same time and in writing ("Landlord's Statement") of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required same manner provided in this Section 5 for payment of Additional Rent Estimate for the Adjustment such last Calculation Year in which the Expiration a Date occurs. (iii) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d). (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants falling entirely within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibilityTerm.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and TenantTenant for Expense Adjustment, Utility Expense Adjustment and Tax Adjustments: (ia) Following the end of each Adjustment Year and after the Landlord shall have has determined the amounts actual amount of Expenses to be used in calculating the Expense Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing (any such notice hereinafter referred to as "Landlord's Expense Statement") of such Expenses and Tenant's Expense Adjustment for such Adjustment Year. If the Expense Adjustment owed for such Adjustment Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year, then Tenant shallTenant, within thirty (30) days after the date of Landlord's Expense Statement, shall pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment Rent Adjustment Deposits paid by Tenant during such Adjustment Year. If the Expense Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year exceeds the Expense Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Expense Statement, or mayor, at its option, may credit such excess to any Rent then theretofore due and owing, until such excess has been exhausted. If the Expiration Date shall occur this Lease expires or is terminated prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenantthis Lease expires, subject to Tenant's right obligations under Section 4.8 hereof, provided Tenant has vacated the Premises and otherwise has surrendered the Premises to challenge a Landlord's Statement pursuant to the terms of Section 2 hereinLandlord in accordance with this Lease and Tenant is not then in default under this Lease. (iib) Following the end of each Adjustment Year and after Landlord shall have has determined the actual amounts amount of Utility Expenses to be used in calculating the Utility Expense Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing (any such notice hereinafter referred to as "Landlord's Utility Expense Statement") of such Utility Expenses and Tenant's Utility Expense Adjustment for such Adjustment Year. If the Utility Expense Adjustment owed for such Adjustment Year exceeds the Utility Expense Adjustment component of the Rent Adjustment Deposits paid by Tenant during such Adjustment Year, then Tenant, within thirty (30) days after the date of Landlord's Utility Expense Statement, shall pay to Landlord an amount equal to the excess of the Utility Expense Adjustment over the Utility Expense Adjustment component of the Rent Adjustment Deposits paid by Tenant during such Adjustment Year. If the Utility Expense Adjustment component of the Rent Adjustment Deposits paid by Tenant during such Adjustment Year exceeds the Utility Expense Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Utility Expense Statement, or, at its option, may credit such excess to any Rent theretofore due and owing, until such excess has been exhausted. If this Lease expires or is terminated prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Rent for the Adjustment Year in which this Lease expires, subject to Tenant's obligations under Section 4.8 hereof, provided Tenant has vacated the Premises and otherwise has surrendered the Premises to Landlord in accordance with this Lease and Tenant is not then in default under this Lease. (c) Following the end of each Adjustment Year and after Landlord has determined the actual amount of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing (any such notice hereinafter referred to as "Landlord's Tax Statement") of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year, then Tenant shallTenant, within thirty (30) days after the date of Landlord's Tax Statement, shall pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Tax Statement, or mayor, at its electionoption, may credit such excess to any Rent then theretofore due and owing, until such excess has been exhausted. If the Expiration Date shall occur this Lease expires or is terminated prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which this Lease expires, subject to Tenant's obligations under Section 4.8 hereof, provided Tenant has vacated the Expiration a Date occurs. (iii) Premises and otherwise has surrendered the Premises to Landlord in accordance with this Lease and Tenant is not then in default under this Lease. No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of pursuant to this Section 2(d)Section. (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibility.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following After the end of each Adjustment Year calendar year and after the Landlord shall have determined the actual amounts of Taxes and the actual amount of Expenses to be used in calculating determining the Combined Expense and Tax Adjustment for such Adjustment Yearcalendar year, Landlord shall notify furnish Tenant in writing a statement ("Landlord's Statement") of such Taxes and Expenses and the Combined Expense and Tax Adjustment for such Adjustment Yearcalendar year. If the sum of the Combined Expense Adjustment owed and Tax owned for such Adjustment Year calendar year exceeds the Expense Adjustment component of the Additional Rent Progress Payment Payments paid by Tenant during to Landlord for such Adjustment Yearcalendar year, then Tenant shall, shall pay to Landlord within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to such excess. If the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment Payments paid by Tenant during to Landlord for such Adjustment Year. If calendar year exceed the Expense Adjustment component sum of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Combined Expense and Tax Adjustment owed for such Adjustment Yearcalendar year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its option, credit such excess to any Rent then due and owing, Statement until such excess has been is exhausted. If the Expiration Date this Lease shall occur expire or terminate prior to full application of such excess, Landlord shall pay to Tenant the unapplied balance thereof not theretofore applied against Rent and that is not reasonably required for payment of Additional Rent Adjustment for the Adjustment Year calendar year in which the Expiration Date occursLease expires or terminates. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenant, subject to Tenant's right to challenge a Landlord's Statement pursuant to the terms of Section 2 herein. (ii) Following the end of each Adjustment Year and after Landlord shall have determined the actual amounts of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occurs. (iii) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d). Paragraph 7D. Unless Tenant shall take written exception to any item shown in any Landlord's Statement within thirty (iv30) Tenant maydays after the date of such Landlord's Statement, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, Statement shall be entitled to recover its actual out-of-pocket costs considered as final and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibilityconclusively binding upon Tenant.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following If, as a result of any post-filing adjustment to any Tax Return taken into account in computing the end SRLY Tax Savings for any SRLY Measurement Period, the amount of each Adjustment Year and after the Landlord shall have such SRLY Tax Savings, as originally determined the amounts of Expenses to be used in calculating the Expense Adjustment for such Adjustment YearSRLY Measurement Period, Landlord shall notify Tenant in writing ("Landlord's Statement") differs from the amount of such Expenses SRLY Tax Savings that would have been determined if the adjustments had been included on such original Tax Return, then payments required by this Section 7.10 for such Adjustment YearSRLY Measurement Period shall also be adjusted as provided in this Section 7.10(i). If such adjustment results in or is associated with adjustments to other Tax Returns taken into account with respect to other SRLY Tax Measurement Periods (or is made at the Expense Adjustment owed same time as adjustments are made to returns taken into account with respect to other SRLY Measurement Periods), the cumulative differences in SRLY Tax Savings for such Adjustment Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment paid by Tenant during such Adjustment Year. If the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Expense Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its option, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements all affected SRLY Measurement Periods shall be prepared by recomputed for each SRLY Entity; provided that, in making such all such computations, tax benefits realized after a certified public accountant. Once Landlord's statement is accepted by TenantSRLY Measurement Period, it such as a later operating loss that can be carried back to a prior period, shall be final and binding on Landlord and Tenant, subject to Tenant's right to challenge a Landlord's Statement pursuant to the terms of Section 2 hereinignored. (ii) Following If for all the end Acquired PCS Subs that were previously Subsidiaries of each Adjustment Year and after Landlord shall have determined a single Cable Parent (such Acquired PCS Subs being referred to in this Section 7.10(i) as such Cable Parent's Acquired PCS Subs), taken in the actual amounts aggregate, as a result of Taxes to be used in calculating such recomputations, the SRLY Tax Adjustment Savings for such Adjustment YearSRLY Measurement Period (or the cumulative SRLY Tax Savings attributable to all SRLY Measurement Periods involved in such related adjustments) exceeds the SRLY Tax Savings for such SRLY Measurement Period (or the cumulative SRLY Tax Savings for all such periods) as originally computed for such SRLY Measurement Period or SRLY Measurement Periods, Landlord as applicable, then Sprint, within ninety days after such adjustment or adjustments become final, shall notify Tenant in writing make an incremental payment to such Cable Parent ("Landlord's Statement") for itself or on behalf of any Subsidiary of such Taxes for such Adjustment Year. If Cable Parent that owned the Tax Adjustment owed for such Adjustment Year exceeds relevant Acquired PCS Sub before the Tax Adjustment component of Merger), in the Additional Rent Progress Payment paid by Tenant during such Adjustment Yearform described in Section 7.10(d)(i), then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord in an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application 60 percent of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occursincrease (or cumulative increase). (iii) No interest If for the Historic Sprint PCS Business, as a result of such recomputations, the SRLY Tax Savings for such SRLY Measurement Period (or penalties the cumulative SRLY Tax Savings attributable to all SRLY Measurement Periods involved in such related adjustments) exceeds the SRLY Tax Savings for such SRLY Measurement Period (or the cumulative SRLY Tax Savings for all such periods) as originally computed for such SRLY Measurement Period or SRLY Measurement Periods, as applicable, then sixty percent of such net increase (or cumulative increase) shall accrue on be allocated to the Sprint FON Group (or any amounts which Landlord is obligated successor thereto), effective no earlier than the date that payments, if any, are made to credit the Cable Parents with respect to any adjustments for such SRLY Measurement Period or pay SRLY Measurement Periods pursuant to Tenant by reason of this Section 2(d7.10(i)(ii). (iv) Tenant mayIf, by timely written notice to Landlordfor any Cable Parent's Acquired PCS Subs, request Landlord to commence appropriate proceedings to challenge the amount as a result of the assessed value of the Buildingsuch recomputations, the real estate taxes and/or computational errors paid with respect SRLY Tax Savings for such SRLY Measurement Period (or the cumulative SRLY Tax Savings attributable to all SRLY Measurement Periods involved in such related adjustments) is exceeded by the Building. Landlord maySRLY Tax Savings for such SRLY Measurement Period (or the cumulative SRLY Tax Savings for all such periods) as originally computed for such periods, at its optionthen such Cable Parent (for itself or on behalf of any Subsidiary of such Cable Parent that owned the relevant Acquired PCS Sub before the Merger), either institute such proceeding shall promptly pay to Sprint for the benefit of itself and all tenants within the Building, PCS Group (or agree any successor) an amount in either cash or shares of the voting common stock issued pursuant to execute and deliver Section 7.10(j) equal in value to Tenant whatever documents may be necessary or proper to permit Tenant to so contest 60 percent of the amount of any such assessed value and/or taxesexcess (without interest). For these purposes, provided any the voting common stock will be valued as contemplated by the last sentence of Section 7.10(j)(ii), with the "Determination Date" being five Business Days prior to the delivery of such proceeding shares to Sprint. (v) If, for the Historic PCS Business, as a result of such recomputations, the SRLY Tax Savings for such SRLY Measurement Period (or the cumulative SRLY Tax Savings attributable to all SRLY Measurement Periods involved in such related adjustments) is conducted at Tenant's sole expense. If exceeded by the SRLY Tax Savings for such contest results SRLY Measurement Period (or the cumulative SRLY Tax Savings for all such periods) as originally computed for such periods, then an amount in a reduction in the assessed value cash equal to 60 percent of the Building, Tenant or Landlord, as the case may be, amount of such excess (without interest) shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and reallocated from the refund of any tax previously paid during FON Group to the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibilityPCS Group.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and TenantTenant for Expense Adjustment, Utility Expense Adjustment and Tax Adjustments: (ia) Following the end of each Adjustment Year and after the Landlord shall have has determined the amounts actual amount of Expenses to be used in calculating the Expense Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("any such notice hereinafter referred to as “Landlord's ’s Expense Statement"”) of such Expenses and Tenant’s Expense Adjustment for such Adjustment Year. If the Expense Adjustment owed for such Adjustment Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year, then Tenant shallTenant, within thirty (30) days after the date of Landlord's ’s Expense Statement, shall pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment Rent Adjustment Deposits paid by Tenant during such Adjustment Year. If the Expense Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year exceeds the Expense Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's ’s Expense Statement, or mayor, at its option, may credit such excess to any Rent then theretofore due and owing, until such excess has been exhausted. If the Expiration Date shall occur this Lease expires or is terminated prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenantthis Lease expires, subject to Tenant's right ’s obligations under Section 4.8 hereof, provided Tenant has vacated the Premises and otherwise has surrendered the Premises to challenge a Landlord's Statement pursuant to the terms of Section 2 hereinLandlord in accordance with this Lease and Tenant is not then in default under this Lease. (iib) Following the end of each Adjustment Year and after Landlord shall have has determined the actual amounts amount of Utility Expenses to be used in calculating the Utility Expense Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing (any such notice hereinafter referred to as “Landlord’s Utility Expense Statement”) of such Utility Expenses and Tenant’s Utility Expense Adjustment for such Adjustment Year. If the Utility Expense Adjustment owed for such Adjustment Year exceeds the Utility Expense Adjustment component of the Rent Adjustment Deposits paid by Tenant during such Adjustment Year, then Tenant, within thirty (30) days after the date of Landlord’s Utility Expense Statement, shall pay to Landlord an amount equal to the excess of the Utility Expense Adjustment over the Utility Expense Adjustment component of the Rent Adjustment Deposits paid by Tenant during such Adjustment Year. If the Utility Expense Adjustment component of the Rent Adjustment Deposits paid by Tenant during such Adjustment Year exceeds the Utility Expense Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord’s Utility Expense Statement, or, at its option, may credit such excess to any Rent theretofore due and owing, until such excess has been exhausted. If this Lease expires or is terminated prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Rent for the Adjustment Year in which this Lease expires, subject to Tenant’s obligations under Section 4.8 hereof, provided Tenant has vacated the Premises and otherwise has surrendered the Premises to Landlord in accordance with this Lease and Tenant is not then in default under this Lease. (c) Following the end of each Adjustment Year and after Landlord has determined the actual amount of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("any such notice hereinafter referred to as “Landlord's ’s Tax Statement"”) of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year, then Tenant shallTenant, within thirty (30) days after the date of Landlord's ’s Tax Statement, shall pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's ’s Tax Statement, or mayor, at its electionoption, may credit such excess to any Rent then theretofore due and owing, until such excess has been exhausted. If the Expiration Date shall occur this Lease expires or is terminated prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which this Lease expires, subject to Tenant’s obligations under Section 4.8 hereof, provided Tenant has vacated the Expiration a Date occurs. (iii) Premises and otherwise has surrendered the Premises to Landlord in accordance with this Lease and Tenant is not then in default under this Lease. No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of pursuant to this Section 2(d)Section. (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibility.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following the end of each Adjustment Year and after the Landlord shall have determined the amounts of Expenses to be used in calculating the Expense Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("“Landlord's ’s Statement"”) of such Expenses for such Adjustment Year. If the Expense Adjustment owed for such Adjustment Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's ’s Statement, pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year. If the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Expense Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's ’s Statement, or may, at its option, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenant, subject to Tenant's right to challenge a Landlord's Statement pursuant to the terms of Section 2 herein. (ii) Following the end of each Adjustment Year and after Landlord shall have determined the actual amounts of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("“Landlord's ’s Statement"”) of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's ’s Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's ’s Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occurs. (iii) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d). (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibility.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following the end of each Adjustment Year and after the Landlord shall have has determined the amounts actual amount of Expenses, Utility Expenses and Taxes to be used in calculating the Expense Adjustment, the Utility Expense Adjustment and the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing (any such notice hereinafter referred to as "Landlord's Statement") of such Expenses, Utility Expenses and Taxes and the corresponding Tenant's Expense Adjustment, Utility Expense Adjustment and Tax Adjustment for such Adjustment Year. If the Expense Adjustment, Utility Expense Adjustment or Tax Adjustment owed for such Adjustment Year exceeds exceeds, respectively, the Expense Adjustment, Utility Expense Adjustment or Tax Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year, then Tenant shallTenant, within thirty (30) days after the date of Landlord's Statement, shall pay to Landlord an amount equal to the excess of the Expense Adjustment, Utility Expense Adjustment over or Tax Adjustment over, respectively, the Expense Adjustment, Utility Expense Adjustment or Tax Adjustment component of the Additional Progress Payment Rent Adjustment Deposits paid by Tenant during such Adjustment Year. If the Expense Adjustment, Utility Expense Adjustment or Tax Adjustment component of the Additional respective Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year exceeds exceeds, respectively, the Expense Adjustment, Utility Expense Adjustment or Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or mayor, at its option, may credit such excess to any Rent then theretofore due and owing, until such excess has been exhausted. If the Expiration Date shall occur this Lease expires or is terminated prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenantthis Lease expires, subject to Tenant's right to challenge a Landlord's Statement pursuant to obligations under Section 4.9 hereof, provided Tenant has vacated the terms of Section 2 herein. (ii) Following Premises and otherwise has surrendered the end of each Adjustment Year and after Landlord shall have determined the actual amounts of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay Premises to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment paid by in accordance with this Lease and Tenant during such Adjustment Yearis not then in Default under this Lease. If the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occurs. (iii) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason pursuant to this Section. Landlord reserves the right to send a separate Landlord's Statement for the Expense Adjustment, Utility Expense Adjustment and Tax Adjustment for any Adjustment Year, each such separate statement being deemed a Landlord's Statement, and the sending of this Section 2(d). (iv) Tenant may, by timely written notice a separate statement shall not be deemed a waiver of Landlord's right to Landlord, request Landlord to commence appropriate proceedings to challenge send further statements for the amount remainder of the assessed value components of the Building, the real estate taxes and/or computational errors paid with respect Rent Adjustments pursuant to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibilitythis Article 4.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and TenantTenant for Expense Adjustment, Utility Expense Adjustment and Tax Adjustment: (ia) Following the end of each Adjustment Year and after the Landlord shall have has determined the amounts actual amount of Expenses to be used in calculating the Expense Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("any such notice hereinafter referred to as “Landlord's ’s Expense Statement"”) of such Expenses and Tenant’s Expense Adjustment for such Adjustment Year. If the Expense Adjustment owed for such Adjustment Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year, then Tenant shallTenant, within thirty (30) days after the date of Landlord's ’s Expense Statement, shall pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment Rent Adjustment Deposits paid by Tenant during such Adjustment Year. If the Expense Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year exceeds the Expense Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's ’s Expense Statement, or mayor, at its option, may credit such excess to any Rent then theretofore due and owing, until such excess has been exhausted. If the Expiration Date shall occur this Lease expires or is terminated prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenantthis Lease expires, subject to Tenant's right ’s obligations under Section 4.8 hereof, provided Tenant has vacated the Premises and otherwise has surrendered the Premises to challenge a Landlord's Statement pursuant to the terms of Section 2 hereinLandlord in accordance with this Lease and Tenant is not then in default under this Lease. (iib) Following the end of each Adjustment Year and after Landlord shall have has determined the actual amounts amount of Utility Expenses to be used in calculating the Utility Expense Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing (any such notice hereinafter referred to as “Landlord’s Utility Expense Statement”) of such Utility Expenses and Tenant’s Utility Expense Adjustment for such Adjustment Year. If the Utility Expense Adjustment owed for such Adjustment Year exceeds the Utility Expense Adjustment component of the Rent Adjustment Deposits paid by Tenant during such Adjustment Year, then Tenant, within thirty (30) days after the date of Landlord’s Utility Expense Statement, shall pay to Landlord an amount equal to the excess of the Utility Expense Adjustment over the Utility Expense Adjustment component of the Rent Adjustment Deposits paid by Tenant during such Adjustment Year. If the Utility Expense Adjustment component of the Rent Adjustment Deposits paid by Tenant during such Adjustment Year exceeds the Utility Expense Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord’s Utility Expense Statement, or, at its option, may credit such excess to any Rent theretofore due and owing, until such excess has been exhausted. If this Lease expires or is terminated prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Rent for the Adjustment Year in which this Lease expires, subject to Tenant’s obligations under Section 4.8 hereof, provided Tenant has vacated the Premises and otherwise has surrendered the Premises to Landlord in accordance with this Lease and Tenant is not then in default under this Lease. (c) Following the end of each Adjustment Year and after Landlord has determined the actual amount of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("any such notice hereinafter referred to as “Landlord's ’s Tax Statement"”) of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year, then Tenant shallTenant, within thirty (30) days after the date of Landlord's ’s Tax Statement, shall pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's ’s Tax Statement, or mayor, at its electionoption, may credit such excess to any Rent then theretofore due and owing, until such excess has been exhausted. If the Expiration Date shall occur this Lease expires or is terminated prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which this Lease expires, subject to Tenant’s obligations under Section 4.8 hereof, provided Tenant has vacated the Expiration a Date occurs. (iii) Premises and otherwise has surrendered the Premises to Landlord in accordance with this Lease and Tenant is not then in default under this Lease. No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of pursuant to this Section 2(d)Section. (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibility.

Readjustments. The On or about April 1st following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following the end of each Adjustment Year and after the Year, or at such later time as Landlord shall have determined be able to determine the actual amounts of Operating Expenses to be used in calculating and Taxes for the Expense Adjustment for such Adjustment YearYear last ended, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Expenses for such Adjustment Yearactual amounts. If such actual amounts exceed the Expense Adjustment owed Projections for such Adjustment Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of such written notice from Landlord's Statement, pay to Landlord an amount equal to the excess of the Expense Adjusted Monthly Base Rent payable for the Adjustment Year last ended based upon actual Operating Expenses and Taxes for such year over the Expense Adjustment component of the Additional Progress Payment total Adjusted Monthly Base Rent paid by Tenant during such Adjustment Year. The obligation to make such payments shall survive the expiration or earlier termination of the Term. If the Expense Adjustment component of the Additional total Adjusted Monthly Base Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the amount thereof payable for such year based upon actual Operating Expense Adjustment owed and Taxes for such Adjustment Year, then Landlord shall credit such excess to installments of Adjusted Monthly Base Rent payable after the date of Landlord's Statement, or may, at its option, credit such excess to any Rent then due and owing, notice until such excess has been exhausted. If the Expiration Date , or if this Lease shall occur expire prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occursRent. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenant, subject to Tenant's right to challenge a Landlord's Statement pursuant to the terms of Section 2 herein. (ii) Following the end of each Adjustment Year and after Landlord shall have determined the actual amounts of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occurs. (iii) No interest or penalties shall accrue on any amounts which Tenant is obligated to pay to Landlord or which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d)Section. (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibility.

Readjustments. The On or about April 1st following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following the end of each Adjustment Year and after the Year, or at such later time as Landlord shall have determined be able to determine the actual amounts of Operating Expenses to be used in calculating and Taxes for the Expense Adjustment for such Adjustment YearYear last ended, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Expenses for such Adjustment Yearactual amounts. If such actual amounts exceed the Expense Adjustment owed Projections for such Adjustment Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of such written notice from Landlord's Statement, pay to Landlord an amount equal to the excess of the Expense Adjusted Monthly Base Rent payable for the Adjustment Year last ended based upon actual Operating Expenses and Taxes for such year over the Expense Adjustment component of the Additional Progress Payment total Adjusted Monthly Base Rent paid by Tenant during such Adjustment Year. The obligation to make such payments shall survive the expiration or earlier termination of the Term. If the Expense Adjustment component of the Additional total Adjusted Monthly Base Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Expense Adjustment owed amount thereof payable for such year based upon actual Operating Expenses and Taxes for such Adjustment Year, then Landlord shall credit such excess to installments of Adjusted Monthly Base Rent payable after the date of Landlord's Statement, or may, at its option, credit such excess to any Rent then due and owing, ’s notice until such excess has been exhausted. If the Expiration Date , or if this Lease shall occur expire prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenant, subject to Tenant's right to challenge a Landlord's Statement pursuant to the terms of Section 2 herein. (ii) Following the end of each Adjustment Year and after Landlord shall have determined the actual amounts of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to ’s notice for the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Yearin which this Lease expires, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occurs. (iii) Rent. No interest or penalties shall accrue on any amounts which Tenant is obligated to pay to Landlord or which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d)Section. (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibility.

Readjustments. The On or about April 1st following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following the end of each Adjustment Year and after the Year, or at such later time as Landlord shall have determined be able to determine the actual amounts of Operating Expenses to be used in calculating for the Expense Adjustment for such Adjustment YearYear last ended, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Expenses for such Adjustment Yearactual amounts. If the Expense Adjustment owed for such Adjustment Year exceeds the Expense Adjustment component of the Additional total Adjusted Monthly Base Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment paid by Tenant during such Adjustment Year. If the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Expense Adjustment owed amount thereof payable for such year based upon actual Operating Expenses for such Adjustment Year, then Landlord shall credit such excess to installments of Adjusted Monthly Base Rent payable after the date of Landlord's Statement, or may, at its option, credit such excess to any Rent then due and owing, Landlords notice until such excess has been exhausted. If the Expiration Date , or if this Lease shall occur expire prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occursRent. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenant, subject to Tenant's right to challenge a Landlord's Statement pursuant to the terms of Section 2 herein. (ii) Following the end of each Adjustment Year and after Landlord shall have determined the If such actual amounts of Taxes to be used in calculating exceed the Tax Adjustment Projections for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of such written notice from Landlord's Statement, pay to Landlord an amount equal to the excess of the Tax Adjusted Monthly Base Rent payable for the Adjustment Year last ended based upon actual Operating Expenses for such year over the Tax Adjustment component of the Additional total Adjusted Monthly Base Rent Progress Payment paid by Tenant during such Adjustment Year. If The obligation to make such payments shall survive the Tax Adjustment component expiration or earlier termination of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhaustedTerm. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occurs. (iii) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d). (iv) Tenant may4.04. Landlord's notification of actual amounts required under this Paragraph 4.04 shall be in the form of a report, certified by timely written notice to an officer or agent of Landlord, request Landlord to commence appropriate proceedings to challenge setting forth the amount of the assessed value actual expenses for the Adjustment Year and the resulting increase, if any, in Tenant's Monthly Base Rent and Adjusted Monthly Base Rent. Landlord agrees to keep books and records showing Operating Expenses in accordance with a generally accepted system of accounting practices consistently applied and maintained on a year-to-year basis. If Tenant shall not dispute in writing any specific item or items on the report submitted by Landlord hereunder within 30 days after said report has been submitted to Tenant, then said report shall be deemed approved by Tenant and, if the expenses specified therein are in excess of the. Projections for such Adjustment Year, payment shall be made forthwith in accordance with the terms of this Paragraph 4.04. If within said 30-day period, Tenant shall dispute in writing any specific item or items in the report submitted by Landlord hereunder and such dispute is not settled within 60 days following such 30-day period, Tenant may refer such disputed item or items for arbitration as hereinafter provided as long as it deposits with Landlord the amount in dispute pending the outcome of the Building, the real estate taxes and/or computational errors paid with respect to the Buildingarbitration proceedings. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree agrees to execute and deliver reimburse to Tenant whatever documents may all or any part of such disputed amount decided by such arbitrator to be necessary due and owing to Tenant together with interest thereon at the prime interest rate being charged by Continental Illinois National Bank and Trust Company of Chicago to its commercial customers from time to time or proper to permit Tenant to 10%, whichever is greater. To the extent that Landlord does not so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at reimburse Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing offset all such refund or reduction from any award amounts (together with interest thereon) against the next payment of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibilityrent accruing thereafter.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following Within one hundred eighty (180) days following the end of each Adjustment Calculation Year and after the (or as soon thereafter as is reasonably practicable), Landlord shall have determined notify Tenant in writing (any such notice of Expenses and Expense Adjustment herein called "LANDLORD'S EXPENSE STATEMENT") of the amounts amount of Expenses to be used in calculating the Expense Adjustment for such Adjustment Calculation Year, Landlord shall notify Tenant in writing ("Landlordand of Tenant's Statement") of such Expenses Expense Adjustment for such Adjustment Calculation Year. If the Expense Adjustment owed for such Adjustment Calculation Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment Estimate paid by Tenant during such Adjustment Calculation Year, then Tenant shall, within thirty (30) days after the date of Landlord's Expense Statement, pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment Rent Estimate paid by Tenant during such Adjustment Calculation Year. If the Expense Adjustment component of the Additional Rent Progress Payment Estimate paid by Tenant during such Adjustment Calculation Year exceeds the Expense Adjustment owed for such Adjustment Calculation Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's StatementExpense Statement until such excess has been exhausted, or may, at its option, credit pay such excess to any Rent then due and owing, until such excess has been exhaustedTenant within thirty (30) days after delivery of Landlord's Expense Statement. If the Expiration Date this lease shall occur expire or be terminated prior to full application of such excess, Landlord shall shall, within thirty (30) days thereafter, pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Calculation Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenantlease expires, subject to Tenant's right obligations under Section 5(e) hereof, provided Tenant shall have vacated the Premises and otherwise surrendered the Premises to challenge a Landlord in accordance with this lease and Tenant is not then in default under this lease (provided that if any such default is cured within applicable cure periods, then Tenant shall again be entitled to such excess). Landlord's Statement pursuant obligation to refund any such unapplied excess shall survive the terms expiration or earlier termination of Section 2 hereinthis lease. (ii) Following the end of each Adjustment Calculation Year and within a reasonable time period after Landlord shall have determined the actual amounts amount of Taxes to be used in calculating the Tax Adjustment for such Adjustment Calculation Year, Landlord shall notify Tenant in writing (any such notice of Taxes and Tax Adjustment herein called "Landlord's StatementLANDLORD'S TAX STATEMENT") of such Taxes for such Adjustment Calculation Year. If the Tax Adjustment owed for such Adjustment Calculation Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment Estimate paid by Tenant during such Adjustment Calculation Year, then Tenant shall, within thirty (30) days after the date of Landlord's Tax Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment Estimate paid by Tenant during such Adjustment Calculation Year. If the Tax Adjustment component of the Additional Rent Progress Payment Estimate paid by Tenant during such Adjustment Calculation Year exceeds the Tax Adjustment owed for such Adjustment Calculation Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's StatementTax Statement until such excess has been exhausted, or may, at its electionoption, credit pay such excess to any Rent then due and owing, until such excess has been exhaustedTenant within thirty (30) days after delivery of Landlord's Tax Statement. If the Expiration Date this lease shall occur expire or be terminated prior to full application of such excess, Landlord shall shall, within thirty (30) days thereafter, pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Calculation Year in which the Expiration a Date occurs. lease expires, subject to Tenant's obligations under Section 5(e) hereof, provided Tenant shall have vacated the Premises and otherwise surrendered the Premises to Landlord in accordance with this lease and Tenant is not then in default under this lease (iii) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d). (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of provided that if any such assessed value and/or taxesdefault is cured within applicable cure periods, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, then Tenant or Landlord, as the case may be, shall again be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such excess). Landlord's obligation to refund any such unapplied excess shall survive the expiration or reduction from any award earlier termination of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibilitythis lease.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following the end of each Adjustment Calculation Year and after the Landlord shall have determined the amounts amount of Expenses to be used in calculating the Expense Adjustment for such Adjustment Calculation Year, Landlord shall notify Tenant in writing ("any such notice of Expenses and Expense Adjustment herein called “Landlord's ’s Expense Statement"”) of such Expenses and Tenant’s Expense Adjustment for such Adjustment Calculation Year. If the Expense Adjustment owed for such Adjustment Calculation Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment Estimate paid by Tenant during such Adjustment Calculation Year, then Tenant shall, within thirty (30) days after the date of Landlord's ’s Expense Statement, pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment Rent Estimate paid by Tenant during such Adjustment Calculation Year. If the Expense Adjustment component of the Additional Rent Progress Payment Estimate paid by Tenant during such Adjustment Calculation Year exceeds the Expense Adjustment owed for such Adjustment Calculation Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's ’s Expense Statement, or may, at its option, credit such excess to any Rent then theretofore due and owing, until such excess has been exhausted. If the Expiration Date this lease shall occur expire or be terminated prior to full application of such excess, Landlord shall shall, within thirty (30) days thereafter, pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Calculation Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenantlease expires, subject to Tenant's right ’s obligations under Section 5(e) hereof, provided Tenant shall have vacated the Premises and otherwise surrendered the Premises to challenge a Landlord's Statement pursuant to the terms of Section 2 hereinLandlord in accordance with this lease. (ii) Following the end of each Adjustment Calculation Year and after Landlord shall have determined the actual amounts amount of Taxes to be used in calculating the Tax Adjustment for such Adjustment Calculation Year, Landlord shall notify Tenant in writing ("any such notice of Taxes and Tax Adjustment herein called “Landlord's ’s Tax Statement"”) of such Taxes for such Adjustment Calculation Year. If the Tax Adjustment owed for such Adjustment Calculation Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment Estimate paid by Tenant during such Adjustment Calculation Year, then Tenant shall, within thirty (30) days after the date of Landlord's ’s Tax Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment Estimate paid by Tenant during such Adjustment Calculation Year. If the Tax Adjustment component of the Additional Rent Progress Payment Estimate paid by Tenant during such Adjustment Calculation Year exceeds the Tax Adjustment owed for such Adjustment Calculation Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's ’s Tax Statement, or may, at its electionoption, credit such excess to any Rent then theretofore due and owing, until such excess has been exhausted. If the Expiration Date this lease shall occur expire or be terminated prior to full application of such excess, Landlord shall shall, within thirty (30) days thereafter, pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Calculation Year in which the Expiration a Date occurs. (iiilease expires, subject to Tenant’s obligations under Section 5(e) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d). (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxeshereof, provided any such proceeding is conducted at Tenant's sole expense. If such contest results Tenant shall have vacated the Premises and otherwise surrendered the Premises to Landlord in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibilityaccordance with this lease.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: : (i) Following Within ninety (90) days following the end of each Adjustment Year and after the Landlord shall have determined the amounts of Expenses to be used in calculating the Expense Adjustment for such Adjustment Year, Landlord shall notify submit to Tenant a statement showing the actual Expenses incurred in writing the prior Adjustment Year according to major categories of expense, together with Tenant's Proportionate Share of the actual Expenses, and a computation of either Tenant's overpayment or underpayment of actual Expenses for the prior Adjustment Year (the "Landlord's Statement") ). For purposes of such Expenses for such Adjustment Yearthe foregoing, Taxes shall be deemed to accrue monthly, although Taxes are paid annually. If the Expense Adjustment owed for such Adjustment Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment paid there has been an underpayment by Tenant during such for the previous Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess underpayment, subject to any limitation as set forth in the Lease. If Tenant has overpaid its proportionate share of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment paid by Tenant during such Adjustment Year. If the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Expense Adjustment owed for such Adjustment YearExpenses, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its option, credit such excess to any Rent then theretofore due and owing, until such excess has been exhausted. If the Expiration Date this Lease shall occur expire or be terminated prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement this Lease expires or is accepted by Tenant, it shall be final and binding on Landlord and Tenantterminated, subject to Tenant's right to challenge a Landlord's Statement pursuant to the terms of obligations under Section 2 herein. (ii4(e) Following the end of each Adjustment Year and after Landlord hereof, provided Tenant shall have determined vacated the actual amounts of Taxes to be used in calculating Premises and otherwise surrendered the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay Prem- ises to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment paid by in accordance with this Lease and Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, is not then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occursdefault under this Lease. (iii) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d). (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibility.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following the end of each Adjustment Year and after the Landlord shall have determined the amounts of Expenses to be used in calculating the Expense Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("“Landlord's ’s Expenses Statement"”) of such Expenses for such Adjustment Year. The Landlord’s Expenses Statement shall be prepared by Landlord, with audit by PricewaterhouseCoopers, or such other nationally recognized public accounting firm used by Landlord, which is reasonably acceptable to Tenant (“Landlord’s Accountant”). Landlord agrees to use reasonable efforts to deliver the Landlord’s Expenses Statement to Tenant by May 1 of any Lease Year and will deliver such statement in any event by June 1. If the Expense Adjustment owed for such Adjustment Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's ’s Expenses Statement, pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment paid by Tenant during such Adjustment Year. If the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Expense Adjustment owed for such Adjustment Year, then at Tenant’s election, Landlord shall either credit such excess to (plus, if such excess is greater than ten percent (10%) of the Expense Adjustment component of the Additional Rent payable Progress Payment paid by Tenant, interest at the Prime Rate for the amount of each monthly deposit of Additional Rent that was in excess of 1/12th of the actual Expense Adjustment) against the next Rent coming due hereunder or, within thirty (30) days after the date of Landlord's ’s Expenses Statement, or may, at its option, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant an amount equal to such excess (including such interest, if applicable), provided that if Landlord fails to make such payment when due, Tenant shall have a right of setoff for such amount against the balance thereof not theretofore applied against next Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenant, subject to Tenant's right to challenge a Landlord's Statement pursuant to the terms of Section 2 hereincoming due hereunder. (ii) Following To the extent Tenant is paying Additional Rent Progress Payments with respect to Taxes, following the end of each Adjustment Year and after Landlord shall have determined the actual amounts of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("“Landlord's ’s Taxes Statement"”) of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty two (302) days weeks after the date of Landlord's ’s Taxes Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then at Tenant’s election, Landlord shall either credit such excess to against the next Rent payable coming due hereunder or, within thirty (30) days after the date of Landlord's ’s Taxes Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occursan amount equal to such excess. (iii) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d). (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event either party hereunder owes the assessed value of other party amounts pursuant to this Subsection 2(e) and such amounts due are not paid within the Building time periods specified, then the party owing such amount shall pay interest to the other party at the Prime Rate on the amount remaining unpaid from the date such payment is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of due until such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibilityamounts are paid.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and Tenant: (i) Following the end of each Adjustment Year and after the Landlord shall have determined the amounts of Expenses to be used in calculating the Expense Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Expenses for such Adjustment Year. If the Expense Adjustment owed for such Adjustment Year exceeds the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess of the Expense Adjustment over the Expense Adjustment component of the Additional Progress Payment paid by Tenant during such Adjustment Year. If the Expense Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Expense Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its option, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenant, subject to Tenant's right to challenge a Landlord's Statement pursuant to the terms of Section 2 herein. (ii) Following the end of each Adjustment Year and after Landlord shall have determined the actual amounts of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing ("Landlord's Statement") of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year, then Tenant shall, within thirty (30) days after the date of Landlord's Statement, pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Statement, or may, at its election, credit such excess to any Rent then due and owing, until such excess has been exhausted. If the Expiration Date shall occur prior to full application of such excess, Landlord shall pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration a Date occurs. (iii) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d). (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibility.

Readjustments. The following readjustments with regard to the Tax Adjustment and Expense Adjustment shall be made by Landlord and TenantTenant for Expense Adjustment, Common Area Adjustment and Tax Adjustment: (ia) Following the end of each Adjustment Year and after the Landlord shall have has determined the amounts actual amount of Expenses to be used in calculating the Expense Adjustment and the actual amount of Common Area Charges to be used in the calculating the Common Area Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing (any such notice hereinafter referred to as "Landlord's Expense and Common Area Statement") of such Expenses and Common Area Charges and Tenant's Expense Adjustment and Common Area Adjustment for such Adjustment Year. If the Expense and Common Area Adjustment owed for such Adjustment Year exceeds the Expense and Common Area Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year, then Tenant shallTenant, within thirty (30) days after the date of Landlord's Expense and Common Area Statement, shall pay to Landlord an amount equal to the excess of the Expense and Common Area Adjustment over the Expense and Common Area Adjustment component of the Additional Progress Payment Rent Adjustment Deposits paid by Tenant during such Adjustment Year. If the Expense and Common Area Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year exceeds the Expense and Common Area Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Expense and Common Area Statement, or mayor, at its option, may credit such excess to any Rent then theretofore due and owingowing as of such date, until such excess has been exhausted; provided however, any such amount of excess left after crediting shall promptly be paid to Tenant. If the Expiration Date shall occur this Lease expires or is terminated prior to full application of such excess, Landlord shall promptly pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which the Expiration Date occurs. Landlord's statements shall be prepared by a certified public accountant. Once Landlord's statement is accepted by Tenant, it shall be final and binding on Landlord and Tenantthis Lease expires, subject to Tenant's right obligations under Section 4.08 hereof, provided Tenant has vacated the Premises and otherwise has surrendered the Premises to challenge a Landlord's Statement pursuant to the terms of Section 2 hereinLandlord in accordance with this Lease and Tenant is not then in default under this Lease. (iib) Following the end of each Adjustment Year and after Landlord shall have has determined the actual amounts amount of Taxes to be used in calculating the Tax Adjustment for such Adjustment Year, Landlord shall notify Tenant in writing (any such notice hereinafter referred to as "Landlord's Tax Statement") of such Taxes for such Adjustment Year. If the Tax Adjustment owed for such Adjustment Year exceeds the Tax Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year, then Tenant shallTenant, within thirty (30) days after the date of Landlord's Tax Statement, shall pay to Landlord an amount equal to the excess of the Tax Adjustment over the Tax Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year. If the Tax Adjustment component of the Additional Rent Progress Payment Adjustment Deposits paid by Tenant during such Adjustment Year exceeds the Tax Adjustment owed for such Adjustment Year, then Landlord shall credit such excess to Rent payable after the date of Landlord's Tax Statement, or mayor, at its electionoption, may credit such excess to any Rent then theretofore due and owing, until such excess has been exhausted. If the Expiration Date shall occur this Lease expires or is terminated prior to full application of such excess, Landlord shall promptly pay to Tenant the balance thereof not theretofore applied against Rent and not reasonably required for payment of Additional Rent for the Adjustment Year in which this Lease expires, subject to Tenants obligations under Section 4.08 hereof; provided Tenant has vacated the Expiration a Date occursPremises and otherwise has surrendered the Premises to Landlord in accordance with this Lease and Tenant is not then in default under this Lease. (iii) No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or pay to Tenant by reason of this Section 2(d). (iv) Tenant may, by timely written notice to Landlord, request Landlord to commence appropriate proceedings to challenge the amount of the assessed value of the Building, the real estate taxes and/or computational errors paid with respect to the Building. Landlord may, at its option, either institute such proceeding for the benefit of itself and all tenants within the Building, or agree to execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest the amount of any such assessed value and/or taxes, provided any such proceeding is conducted at Tenant's sole expense. If such contest results in a reduction in the assessed value of the Building, Tenant or Landlord, as the case may be, shall be entitled to recover its actual out-of-pocket costs and expenses incurred in pursuing such refund or reduction from any award of costs and fees made in such proceeding and from the refund of any tax previously paid during the tax year challenged. In the event the assessed value of the Building is increased by reason of a challenge initiated by Tenant and elected not to be pursued by Landlord, all taxes arising by reason of such increase in valuation shall be allocated to Tenant and paid by Tenant as its sole responsibility.