Common use of Non-Waiver; Disputes Clause in Contracts

Non-Waiver; Disputes. (a) Landlord’s failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s right to thereafter render a corrected Statement for that Comparison Year; provided, however, that Landlord shall not be permitted to render any Statement, corrected or otherwise, later than two (2) years after the expiration of the applicable Comparison Year. (b) Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (i) pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to dispute such Statement, and (ii) within ninety (90) days after such Statement is delivered, sends a written notice (a “Review Notice”) to Landlord requesting the right to review and/or audit the books and records of Landlord concerning Operating Expenses and/or Taxes for such Comparison Year, and, with respect to a Review Notice delivered with respect to the first Comparison Year to occur after the Base Year, the Base Year. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month period. Tenant and all persons involved on behalf of Tenant in such review or audit shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and Tenant, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements). Tenant agrees that Tenant will not employ, in connection with any review or audit under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any dispute as to the correctness of the applicable Statement by the date that is sixty (60) days after the delivery of the Objection Notice, then either party may refer the issues raised to a nationally recognized public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. Except as provided in this Section 7.4, Tenant shall have no right whatsoever to dispute by judicial proceeding or otherwise the accuracy of any Statement. (c) If it is determined, by such accountants or otherwise, that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days after such determination and if it is so determined that Tenant shall have underpaid the amount properly due hereunder such underpayment shall be paid by Tenant to Landlord within thirty (30) days after such determination. If it is so determined that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4.

Non-Waiver; Disputes. (a) Landlord’s failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s right to thereafter render a corrected Statement for that Comparison Year; provided, however, that Landlord shall not be permitted to render any Statement, corrected or otherwise, later than two (2) years after the expiration of the applicable Comparison Year. (b) Landlord agrees to retain the books and records substantiating the Operating Expenses incurred in each calendar year for a period of at least 3 years from the date Landlord submits a Statement to Tenant. Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (i) pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to dispute such Statement, and (iiif) within ninety (90) days 1 year after such Statement is deliveredsent, sends a written notice (a “Review Notice”) to Landlord requesting objecting to such Statement and specifying the right reasons therefor. Tenant agrees that Tenant will not employ, in connection with any dispute under this Lease, any person who is to review and/or audit be compensated in whole or in part, on a contingency fee basis. If the books and records parties are unable to resolve any dispute as to the correctness of such Statement within 30 days following such notice of objection (during which time Landlord concerning Operating Expenses and/or Taxes for such Comparison Yearshall make available reasonably detailed supporting documentation), and, with respect either party may refer the issues raised to a Review Notice delivered with respect nationally recognized public accounting firm (other than Axxxxx Axxxxxxx) selected reasonably acceptable to the first Comparison Year to occur after other party, and the Base Yeardecision of such accountants shall be conclusively binding upon Landlord and Tenant. In connection therewith, the Base Year. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month period. Tenant and all persons involved on behalf of Tenant in such review or audit accountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and TenantLandlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or review. Any audit that discloses a discrepancy of more than 3% in the annual Operating Expenses shall be at Landlord’s expense and Landlord shall reimburse Tenant for such cost (subject including reasonable attorneys’ fees) within 30 days of the result of the audit. Any discrepancy shall be promptly corrected by a payment of any shortfall to reasonable and customary exceptions for disclosure, such as Landlord by Tenant within 30 days after the extent required in connection with a judicial proceedingapplicable audit, or by a credit against the next payments) of rent hereunder or (at Tenant’s election) a refund from Landlord of the overpaid amount within 30 days, as otherwise required by applicable Requirements). Tenant agrees that Tenant will not employ, in connection with any review or audit under this Lease, any person or entity who is to may be compensated in whole or in part, on a contingency fee basisapplicable. If Tenant timely sends does not contest a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to Landlord’s books and records with respect to Statement of Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Yearwithin 1 year after it is rendered, or the Base Tax Year such Statement shall become binding and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any dispute as to the correctness of the applicable Statement by the date that is sixty (60) days after the delivery of the Objection Notice, then either party may refer the issues raised to a nationally recognized public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon conclusive on both Landlord and Tenant. Except as provided in this Section 7.4, Tenant except that any such Statement which contains material and intentional misrepresentations shall have no right whatsoever to dispute by judicial proceeding or otherwise the accuracy of any Statementnot be binding and conclusive on Tenant. (c) If it is determined, by such accountants or otherwise, that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days after such determination and if it is so determined that Tenant shall have underpaid the amount properly due hereunder such underpayment shall be paid by Tenant to Landlord within thirty (30) days after such determination. If it is so determined that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4.

Non-Waiver; Disputes. (a) Landlord’s failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s right to thereafter render a corrected Statement for that Comparison Year; provided. Notwithstanding the foregoing, however, that Landlord Tenant shall not be permitted responsible for Taxes or Operating Expenses attributable to render any Statement, corrected or otherwise, later Comparison Year which are first billed to Tenant more than two (2) calendar years after the expiration of the applicable Term, provided that in any event Tenant shall be responsible for Taxes and Operating Expenses levied by any governmental authority or by any public utility companies at any time following the expiration of the Term which are attributable to any Comparison YearYear (provided that Landlord delivers to Tenant any such xxxx for such amounts within two (2) calendar years following Landlord’s receipt of the xxxx therefor). (b) Within one hundred eighty (180) days after receipt of a Statement by Tenant, Tenant or an agent of Tenant may, after reasonable notice to Landlord, inspect Landlord’s records at Landlord’s offices in Los Angeles. Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (i) pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to dispute such Statement, and (ii) within ninety one hundred eighty (90180) days after such Statement is deliveredsent, sends a written notice (a “Review Notice”) to Landlord requesting objecting to such Statement and specifying the right to review and/or audit the books and records of Landlord concerning Operating Expenses and/or Taxes for such Comparison Year, and, with respect to a Review Notice delivered with respect to the first Comparison Year to occur after the Base Year, the Base Year. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month period. Tenant and all persons involved on behalf of Tenant in such review or audit shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and Tenant, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements)reasons therefor. Tenant agrees that Tenant will not employ, in connection with any review or audit dispute under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any dispute as to the correctness of the applicable such Statement by the date that is sixty within thirty (6030) days after the delivery following such notice of the Objection Noticeobjection, then either party may refer the issues raised to a nationally recognized public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. In connection therewith, Tenant and such accountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review. Tenant shall pay the fees and expenses relating to such procedure, unless such accountants determine that Landlord overstated Operating Expenses by more than five percent (5%) for such Comparison Year, in which case Landlord shall pay such fees and expenses. Except as provided in this Section 7.4, Tenant shall have no right whatsoever to dispute dispute, by judicial proceeding or otherwise otherwise, the accuracy of any Statement. (c) If it is determined, by such accountants or otherwise, that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days after such determination and if it is so determined that Tenant shall have underpaid the amount properly due hereunder such underpayment shall be paid by Tenant to Landlord within thirty (30) days after such determination. If it is so determined that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4.

Non-Waiver; Disputes. (a) Landlord’s failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s right to thereafter render a corrected Statement for that Comparison Year; provided, however, that Landlord shall not be permitted to render any Statement, corrected or otherwise, later than two (2) years after the expiration of the applicable Comparison Year. (b) Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (i) pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to dispute such Statement, and (ii) within ninety (90) 60 days after such Statement is deliveredsent, sends a written notice (a “Review Notice”) to Landlord requesting objecting to such Statement and specifying the right reasons therefor. Tenant agrees that Tenant will not employ, in connection with any dispute under this Section, any person who is to review and/or audit be compensated in whole or in part, on a contingency fee basis. If the books and records parties are unable to resolve any dispute as to the correctness of Landlord concerning Operating Expenses and/or Taxes for such Comparison YearStatement within 30 days following such notice of objection, and, with respect either party may refer the issues raised to a Review Notice delivered with respect national firm reasonably acceptable to the first Comparison Year other with at least 200 certified public accountants, provided that the selected firm does not provide accounting or consulting services to occur after either party and does not otherwise have an affiliation or business relationship with either party and the Base Yearindividual auditor’s area of expertise includes lease expense analysis. Notwithstanding the immediately preceding sentence, the Base Year. parties hereby agree that any of the “Big Five” public accounting firms shall be acceptable, provided such firm has not served as an accountant for Landlord or Tenant may not conduct more than one (1) such review or audit in any twelve (12) within the preceding 12 month period. The decision of the agreed upon accountants shall be conclusively binding upon Landlord and Tenant. In connection therewith, Tenant and all persons involved on behalf of Tenant in such review or audit accountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and TenantLandlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements)review. Tenant agrees shall pay the fees and expenses relating to such procedure, unless such accountants determine that Tenant will not employ, in connection with any review or audit under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to Landlord’s books and records with respect to overstated Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required by more than 5% for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable such Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing in which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any dispute as to the correctness of the applicable Statement by the date that is sixty (60) days after the delivery of the Objection Notice, then either party may refer the issues raised to a nationally recognized public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. Except as provided in this Section 7.4, Tenant shall have no right whatsoever to dispute by judicial proceeding or otherwise the accuracy of any Statement. (c) If it is determined, by such accountants or otherwise, that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days after such determination and if it is so determined that Tenant shall have underpaid the amount properly due hereunder such underpayment shall be paid by Tenant to Landlord within thirty (30) days after such determination. If it is so determined that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year by more than five percent (5%), then case Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4pay such fees and expenses.

Non-Waiver; Disputes. (a) Landlord’s failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s right to thereafter render a corrected Statement for that Comparison Year; provided. Notwithstanding the foregoing, however, that Landlord Tenant shall not be permitted responsible for Taxes or Operating Expenses attributable to render any StatementComparison Year which are first billed to Tenant more than one (1) calendar year after the expiration of the Term, corrected or otherwise, later than provided that in any event Tenant shall be responsible for Taxes and Operating Expenses levied by any governmental authority at any time following the expiration of the Term which are attributable to any Comparison Year (provided that Landlord delivers to Tenant any such xxxx for such amounts within two (2) calendar years following Landlord’s receipt of the xxxx therefor). (b) Within two (2) years after receipt of a Statement by Tenant, Tenant or an agent of Tenant may, after reasonable notice to Landlord, commence an inspection of Landlord’s records (including records pertaining to Taxes or Operating Expenses, as applicable, for the expiration of Base Year, provided that in no event shall Tenant be entitled to inspect such records more than one (1) time during the applicable Comparison Year. (bTerm, as the same may be extended) at Landlord’s offices in San Francisco. Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (i1) pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to dispute such Statement, and (ii) within ninety two (902) days years after such such-Statement is deliveredsent, sends a written notice (a “Review Notice”) to Landlord requesting objecting to such Statement and specifying the right to review and/or audit the books and records of Landlord concerning Operating Expenses and/or Taxes for such Comparison Year, and, with respect to a Review Notice delivered with respect to the first Comparison Year to occur after the Base Year, the Base Year. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month period. Tenant and all persons involved on behalf of Tenant in such review or audit shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and Tenant, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements)reasons therefor. Tenant agrees that Tenant will not employ, in connection with any review or audit dispute under this Lease, any person or entity who is to be compensated compensated, in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlord, Landlord agrees to grant Tenantprovided, its accountants and representatives, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicablehowever, Tenant shall give Landlord written notice of such fact have the right to employ on a contingency fee basis only a nationally recognized accounting firm whose primary business is accounting (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed as opposed to have conclusively accepted as accurate the Statement at issuetenant audits). If the parties are unable to resolve any dispute as to the correctness of the applicable such Statement by the date that is sixty (60) within 30 days after the delivery following such notice of the Objection Noticeobjection, then either party may refer the issues raised to a one of the nationally recognized public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. In connection therewith, Tenant and such accountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review, except as may be required to resolve any disputes pertaining thereto with consultants whom have executed and delivered to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord. Tenant shall pay the fees and expenses relating to such procedure, unless such accountants determine that Landlord overstated Operating Expenses by more than 3% for such Comparison Year, in which case Landlord shall pay such fees and expenses. Except as provided in this Section 7.4, Tenant shall have no right whatsoever to dispute dispute, absent fraud, by judicial proceeding or otherwise otherwise, the accuracy of any Statement. (c) If it is determined, by such accountants or otherwise, that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days after such determination and if it is so determined that Tenant shall have underpaid the amount properly due hereunder such underpayment shall be paid by Tenant to Landlord within thirty (30) days after such determination. If it is so determined that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4.

Non-Waiver; Disputes. (a) Landlord’s failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s right to thereafter render a corrected Statement for that Comparison Year; provided, however, that . In no event may Landlord shall not be permitted to render collect any Statement, corrected or otherwise, later amounts due and owing for a Comparison Year more than two (2) years after the expiration of the applicable such Comparison Year. (b) Tenant may review Landlord’s books and records relating to Operating Expenses and Taxes with respect to each Comparison Year during the 120 day period after the date that the Statement for such year is sent to Tenant. Such review shall take place at the Office of the Building. Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (i) pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to dispute such Statement, and (ii) within ninety (90) 120 days after such Statement is deliveredsent, sends a written notice (a “Review Notice”) to Landlord requesting objecting to such Statement and specifying the right to review and/or audit the books and records of Landlord concerning Operating Expenses and/or Taxes for such Comparison Year, and, with respect to a Review Notice delivered with respect to the first Comparison Year to occur after the Base Year, the Base Year. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month period. Tenant and all persons involved on behalf of Tenant in such review or audit shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and Tenant, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements)reasons therefor. Tenant agrees that Tenant will not employ, in connection with any review or audit dispute under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any dispute as to the correctness of the applicable such Statement by the date that is sixty (60) within 30 days after the delivery following such notice of the Objection Noticeobjection, then either party may refer the issues raised to a one of the nationally recognized public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. Except as provided in this Section 7.4In connection therewith, Tenant shall have no right whatsoever to dispute by judicial proceeding or otherwise the accuracy of any Statement. (c) If it is determined, by and such accountants or otherwiseshall execute and deliver to Landlord a confidentiality agreement, that in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review. Tenant shall have made any payment in excess of pay the amount properly due hereunderfees and expenses relating to such procedure, unless such excess amount shall be refunded to Tenant by Landlord within thirty (30) days after such determination and if it is so determined that Tenant shall have underpaid the amount properly due hereunder such underpayment shall be paid by Tenant to Landlord within thirty (30) days after such determination. If it is so determined accountants determine that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year by more than five percent (5%)% for such Comparison Year, then in which case Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4pay such fees and expenses.

Non-Waiver; Disputes. (a) Landlord’s 's failure to render -------------------- any Statement on a timely basis with respect to any Comparison Year calendar year shall not prejudice Landlord’s 's right to thereafter render a Statement with respect to such Comparison Year calendar year or any subsequent Comparison Yearcalendar year, nor shall the rendering of a Statement prejudice Landlord’s 's right to thereafter render a corrected Statement for that Comparison Year; provided, however, that Landlord shall not be permitted to render any Statement, corrected or otherwise, later than two (2) years after the expiration of the applicable Comparison Yearcalendar year. (b) Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant shall (i) pays within thirty (30) days after such Statement is sent, pay to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s 's right to dispute such Statement, and (ii) within ninety (90) days after such Statement is deliveredsent, sends send a written notice (a “Review Notice”) to Landlord requesting objecting to such Statement and specifying the right reasons that such Statement is claimed to review and/or audit the books and records of Landlord concerning Operating Expenses and/or Taxes for such Comparison Year, and, with respect to a Review Notice delivered with respect to the first Comparison Year to occur after the Base Year, the Base Year. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month period. Tenant and all persons involved on behalf of Tenant in such review or audit shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and Tenant, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements)be incorrect. Tenant agrees that Tenant will not employ, in connection with any review or audit dispute under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any dispute as to the correctness of the applicable such Statement by the date that is sixty (60) within 30 days after the delivery following such notice of the Objection Noticeobjection, then either party may refer the issues raised to an independent firm of certified public accountants which is a nationally recognized so- called "Big-Five" public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. Except as provided Landlord shall not unreasonably withhold its consent to a proposal received from Tenant that such audit be performed by a regional accounting firm with demonstrable experience in this Section 7.4the appropriate accounting procedures and practices respecting the operation, maintenance, repair and administration of commercial office buildings. In connection therewith, Tenant and such accountants shall have no right whatsoever execute and deliver to dispute Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review. Tenant shall pay the fees and expenses relating to such procedure, unless such accountants shall determine that Landlord overstated Operating Expenses by judicial proceeding or otherwise the accuracy of any Statement. more than three percent (c3%) If it is for such Comparison Year, as finally determined, by in which case Landlord shall pay such accountants fees and expenses. If such audit reveals that Landlord has over- charged or otherwiseunder-charged Tenant, that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord then within thirty (30) days after the results of such determination and if it is so determined that Tenant audit are made available to Landlord, Landlord or Tenant, as applicable, shall have underpaid reimburse to the other party the amount properly due hereunder of such underpayment shall be paid by Tenant over-charge or under- charge, as the case may be, together with interest thereon at the Base Rate calculated from the end of the year to Landlord within thirty (30) days after which such determination. If it is so determined that Landlord overstated Statement relates until the aggregate amount date of Operating Expenses for the applicable Comparison Year by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4such reimbursement.

Non-Waiver; Disputes. (a) Landlord’s failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s right to thereafter render a corrected Statement for that Comparison Year; provided, however, that Landlord shall not be permitted to render any Statement, corrected or otherwise, later than two (2) years after the expiration of the applicable Comparison Year. (b) Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (i) pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to dispute such Statement, and (ii) within ninety (90) 180 days after such Statement is deliveredsent, sends a written notice (a “Review Notice”) to Landlord requesting objecting to such Statement and specifying the right to review and/or audit the books and records of Landlord concerning Operating Expenses and/or Taxes for such Comparison Year, and, with respect to a Review Notice delivered with respect to the first Comparison Year to occur after the Base Year, the Base Year. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month period. Tenant and all persons involved on behalf of Tenant in such review or audit shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and Tenant, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements)reasons therefor. Tenant agrees that Tenant will not employ, in connection with any review or audit dispute under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any dispute as to the correctness of the applicable such Statement by the date that is sixty (60) within 30 days after the delivery following such notice of the Objection Noticeobjection, then either party may refer the issues raised to a nationally recognized independent public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. In connection therewith, Tenant and such accountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review, or the substance of any admissions or stipulations by any party in connection therewith, or of any resulting reconciliation, compromise or settlement. Tenant shall pay the fees and expenses relating to such procedure, unless such accountants determine that Landlord overstated the Expense Factor by more than 5% for such Comparison Year, as finally determined, in which case Landlord shall pay such fees and expenses. Except as provided in this Section 7.4Section, Tenant shall have no right whatsoever to dispute by judicial proceeding or otherwise the accuracy of any Statement. (c) If it is determined, by such accountants or otherwise, that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days after such determination and if it is so determined that Tenant shall have underpaid the amount properly due hereunder such underpayment shall be paid by Tenant to Landlord within thirty (30) days after such determination. If it is so determined that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4.

Non-Waiver; Disputes. (a) Landlord’s 's failure to render -------------------- any Statement on a timely basis with respect to any Comparison Year calendar year shall not prejudice Landlord’s 's right to thereafter render a Statement with respect to such Comparison Year calendar year or any subsequent Comparison Yearcalendar year, nor shall the rendering of a Statement prejudice Landlord’s 's right to thereafter render a corrected Statement for that Comparison Year; provided, however, that Landlord shall not be permitted to render any Statement, corrected or otherwise, later than two (2) years after the expiration of the applicable Comparison Yearcalendar year. (b) Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant shall (i) pays within thirty (30) days after such Statement is sent, pay to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s 's right to dispute such Statement, and (ii) within ninety (90) days after such Statement is deliveredsent, sends send a written notice (a “Review Notice”) to Landlord requesting objecting to such Statement and specifying the right reasons that such Statement is claimed to review and/or audit the books and records of Landlord concerning Operating Expenses and/or Taxes for such Comparison Year, and, with respect to a Review Notice delivered with respect to the first Comparison Year to occur after the Base Year, the Base Year. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month period. Tenant and all persons involved on behalf of Tenant in such review or audit shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and Tenant, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements)be incorrect. Tenant agrees that Tenant will not employ, in connection with any review or audit dispute under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any dispute as to the correctness of the applicable such Statement by the date that is sixty (60) within 30 days after the delivery following such notice of the Objection Noticeobjection, then either party may refer the issues raised to an independent firm of certified public accountants which is a nationally recognized so-called "Big-Five" public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. Except as provided Landlord shall not unreasonably withhold its consent to a proposal received from Tenant that such audit be performed by a regional accounting firm with demonstrable experience in this Section 7.4the appropriate accounting procedures and practices respecting the operation, maintenance, repair and administration of commercial office buildings. In connection therewith, Tenant and such accountants shall have no right whatsoever execute and deliver to dispute Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review. Tenant shall pay the fees and expenses relating to such procedure, unless such accountants shall determine that Landlord overstated Operating Expenses by judicial proceeding or otherwise the accuracy of any Statement. more than three percent (c3%) If it is for such Comparison Year, as finally determined, by in which case Landlord shall pay such accountants fees and expenses. If such audit reveals that Landlord has over-charged or otherwiseunder-charged Tenant, that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord then within thirty (30) days after the results of such determination and if it is so determined that Tenant audit are made available to Landlord, Landlord or Tenant, as applicable, shall have underpaid reimburse to the other party the amount properly due hereunder of such underpayment shall be paid by Tenant over-charge or under-charge, as the case may be, together with interest thereon at the Base Rate calculated from the end of the year to Landlord within thirty (30) days after which such determination. If it is so determined that Landlord overstated Statement relates until the aggregate amount date of Operating Expenses for the applicable Comparison Year by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4such reimbursement.

Non-Waiver; Disputes. (a) Landlord’s 's failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s 's right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s 's right to thereafter render a corrected Statement for that Comparison Year; provided. Notwithstanding the foregoing, however, that Landlord Tenant shall not be permitted responsible for Taxes or Operating Expenses attributable to render any Statement, corrected or otherwise, later Comparison Year which are first billed to Tenant more than two eighteen (218) years months after the expiration of the applicable Term, provided that in any event Tenant shall be responsible for Taxes and Operating Expenses levied by any governmental authority or by any public utility companies at any time following the expiration of the Term which are attributable to any Comparison YearYear (provided that Landlord delivers to Tenant any such xxxx for such amounts within one (1) calendar year following Landlord’s receipt of the xxxx therefor). (b) Within one hundred eighty (180) days after receipt of a Statement by Tenant, Tenant or an agent of Tenant may, after reasonable notice to Landlord, inspect Landlord’s records at Landlord’s offices in Los Angeles. Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (i) pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s 's right to dispute such Statement, and (ii) within ninety one hundred eighty (90180) days after such Statement is deliveredsent, sends a written notice (a “Review Notice”) to Landlord requesting objecting to such Statement and specifying the right to review and/or audit the books and records of Landlord concerning Operating Expenses and/or Taxes for such Comparison Year, and, with respect to a Review Notice delivered with respect to the first Comparison Year to occur after the Base Year, the Base Year. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month period. Tenant and all persons involved on behalf of Tenant in such review or audit shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and Tenant, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements)reasons therefor. Tenant agrees that Tenant will not employ, in connection with any review or audit dispute under this Lease, any person or entity who is to be compensated compensated, in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any dispute as to the correctness of the applicable such Statement by the date that is sixty within thirty (6030) days after the delivery following such notice of the Objection Noticeobjection, then either party may refer the issues raised to a nationally recognized public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. In connection therewith, Tenant and such accountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review. Tenant shall pay the fees and expenses relating to such procedure, unless such accountants determine that Landlord overstated Operating Expenses by more than five percent (5%) for such Comparison Year, in which case Landlord shall pay such fees and expenses. Except as provided in this Section 7.4, Tenant shall have no right whatsoever to dispute dispute, by judicial proceeding or otherwise otherwise, the accuracy of any Statement. (c) If it is determined, by such accountants or otherwise, that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days after such determination and if it is so determined that Tenant shall have underpaid the amount properly due hereunder such underpayment shall be paid by Tenant to Landlord within thirty (30) days after such determination. If it is so determined that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4.

Non-Waiver; Disputes. (a) Landlord’s 's failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s 's right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s 's right to thereafter render a corrected Statement for that any Comparison Year; provided, however, that Landlord shall not be permitted to render any Statement, corrected or otherwise, later Year unless such failure continues for more than two (2) 3 years after the expiration of the applicable Comparison Year in question to which such Statement or corrected Statement relates (i.e., Landlord may not render a revised Statement or a Statement in respect of any Comparison Year more than 3 years after the expiration of such Comparison Year). (b) Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant shall, (i) pays pay to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s 's right to dispute such Statement, and (ii) within ninety (90) 120 days after such Statement is deliveredsent, sends send a written notice (a “Review Notice”) to Landlord requesting objecting to such Statement and specifying the right to review and/or audit the books and records of Landlord concerning Operating Expenses and/or Taxes reasons for Tenant's claim that such Comparison Year, and, with respect to a Review Notice delivered with respect to the first Comparison Year to occur after the Base Year, the Base Year. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month period. Tenant and all persons involved on behalf of Tenant in such review or audit shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and Tenant, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements)Statement is incorrect. Tenant agrees that Tenant will not employ, in connection with any review or audit dispute under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any such dispute as to within 30 days following the correctness giving of the applicable Statement by the date that is sixty (60) Tenant's notice of objection, either party may within ten days after the delivery expiration of the Objection Notice, then either party may such 30 day period refer the issues raised to a nationally recognized recognized, independent firm of certified public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, accountants selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. In connection therewith, Tenant and such accountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review, or the substance of any admissions or stipulations by any party in connection therewith, or of any resulting reconciliation, compromise or settlement. Tenant shall pay the fees and expenses relating to such procedure, unless such accountants shall determine that Landlord overstated the Operating Expenses by more than 5% for such Comparison Year, as finally determined, in which case Landlord shall pay such fees and expenses. Except as provided in this Section 7.4Section, Tenant shall have no right whatsoever to dispute by judicial proceeding process or otherwise the accuracy of any Statement. (c) If it is determined, by such accountants or otherwise, that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days after such determination and if it is so determined that Tenant shall have underpaid the amount properly due hereunder such underpayment shall be paid by Tenant to Landlord within thirty (30) days after such determination. If it is so determined that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4.

Non-Waiver; Disputes. (a) Landlord’s 's failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s 's right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s 's right to thereafter render a corrected Statement for that any Comparison Year; provided, however, that Landlord shall not be permitted to render any Statement, corrected or otherwise, later Year unless such failure continues for more than two (2) 3 years after the expiration of the applicable Comparison YearYear in question to which such Statement or corrected Statement relates. (b) Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant shall, within 45 days after such Statement is sent, (i) pays pay to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s 's right to dispute such Statement, and (ii) within ninety (90) days after request for review backup information in respect of such Statement is delivered, sends a written notice (a “Review Notice”) to Statement. Landlord requesting the right to review and/or audit the books and records of Landlord concerning Operating Expenses and/or Taxes for such Comparison Year, and, shall provide backup information with respect to a Review Notice delivered with respect Landlord's Statement as shall reasonably be necessary for Tenant to confirm the first Comparison Year to occur after accuracy thereof and the Base Year, the Base Yearproper inclusion of Operating Expenses. Tenant may agrees that Tenant will not conduct more than one (1) employ, in connection with any review or dispute under this Lease, any person who is to be compensated, in whole or in part, on a contingency fee basis. In connection with any such review or audit in any twelve (12) month period. dispute, Tenant and all persons involved on behalf of Tenant in such review or audit its representatives shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and TenantLandlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements). Tenant agrees that Tenant will not employ, in connection with any review or audit under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Yearreview, or the Base Tax Year and the Base Expense Year, as applicable. If, after substance of any such review admissions or audit, Tenant believes that stipulations by any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Yearparty in connection therewith, or the Base Tax Yearof any resulting reconciliation, compromise or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which settlement. Each Statement sent to Tenant shall be deemed conclusively binding upon Tenant unless Tenant shall, within 60 days after such additional backup information is provided to have conclusively accepted as accurate Tenant, send a written notice to Landlord objecting to such Statement and specifying the reasons for Tenant's claim that such Statement at issueis incorrect. If the parties are unable to resolve any such dispute as to within 30 days following the correctness giving of the applicable Statement by the date that is sixty (60) Tenant's notice of objection, either party may within ten days after the delivery expiration of the Objection Notice, then either party may such 30-day period refer the issues raised to a nationally recognized an independent firm of certified public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, accountants selected by Landlord such party and reasonably acceptable to Tenantthe other party, and, if the parties cannot agree upon such a firm, an independent firm of certified public accountants selected by the American Arbitration Association upon the application of either party, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. Tenant shall pay the fees and expenses relating to such proceeding, unless such accountants shall determine that Landlord overstated the Operating Expenses by more than 5% for such Comparison Year, as finally determined, in which case Landlord shall pay such fees and expenses. Except as provided in this Section 7.4Section, Tenant shall have no right whatsoever to dispute by judicial proceeding process or otherwise the accuracy of any Statement. (c) If it is determined, by such accountants or otherwise, that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days after such determination and if it is so determined that Tenant shall have underpaid the amount properly due hereunder such underpayment shall be paid by Tenant to Landlord within thirty (30) days after such determination. If it is so determined that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4.

Non-Waiver; Disputes. (a) Landlord’s failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s right to thereafter render a corrected Statement for that any Comparison Year; provided, however, that Landlord shall not be permitted to render any Statement, corrected or otherwise, later Year unless such failure continues for more than two (2) 2 years after the expiration of the applicable Comparison Year in question to which such Statement or corrected Statement relates (i.e., Landlord may not render a revised Statement or a Statement in respect of any Comparison Year more than 2 years after the expiration of such Comparison Year). (b) Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant shall, (i) pays pay to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to dispute such Statement, and (ii) within ninety (90) 120 days after such Statement is deliveredsent, sends send a written notice (a “Review Notice”) to Landlord requesting objecting to such Statement and specifying the right to review and/or audit the books and records of Landlord concerning Operating Expenses and/or Taxes reasons for Tenant’s claim that such Comparison Year, and, with respect to a Review Notice delivered with respect to the first Comparison Year to occur after the Base Year, the Base Year. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month period. Tenant and all persons involved on behalf of Tenant in such review or audit shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and Tenant, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements)Statement is incorrect. Tenant agrees that Tenant will not employ, in connection with any review or audit dispute under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Landlord shall provide Tenant timely sends a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access backup information with respect to Landlord’s books and records with respect Statement as shall reasonably be necessary for Tenant to Operating Expenses and/or Taxes at confirm the place where they are regularly maintained in the continental United States as may accuracy thereof, which information shall be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred determined by Landlord for the applicable Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issuein its sole but reasonable discretion. If the parties are unable to resolve any such dispute as to within 30 days following the correctness giving of the applicable Statement by the date that is sixty (60) Tenant’s notice of objection, either party may within ten days after the delivery expiration of the Objection Notice, then either party may such 30 day period refer the issues raised to a nationally recognized recognized, independent firm of certified public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, accountants selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. In connection therewith, Tenant and such accountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review, or the substance of any admissions or stipulations by any party in connection therewith, or of any resulting reconciliation, compromise or settlement. Tenant shall pay the fees and expenses relating to such procedure, unless such accountants shall determine that Landlord overstated the Operating Expenses by more than 5% for such Comparison Year, as finally determined, in which case Landlord shall pay such fees and expenses. Except as provided in this Section 7.4Section, Tenant shall have no right whatsoever to dispute by judicial proceeding process or otherwise the accuracy of any Statement. (c) If it is determined, by such accountants or otherwise, that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days after such determination and if it is so determined that Tenant shall have underpaid the amount properly due hereunder such underpayment shall be paid by Tenant to Landlord within thirty (30) days after such determination. If it is so determined that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4.

Non-Waiver; Disputes. (a) Landlord’s failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s right to thereafter render a corrected Statement for that Comparison Year; provided, however, that Landlord shall not be permitted to render any Statement, corrected or otherwise, later than two (2) years after the expiration of the applicable Comparison Year. (b) Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (i) pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to dispute such Statement, and (ii) within ninety (90) 60 days after such Statement is deliveredsent, sends a written notice (a “Review Notice”) to Landlord requesting objecting to such Statement and specifying the right to review and/or audit the books and records of Landlord concerning Operating Expenses and/or Taxes for such Comparison Year, and, with respect to a Review Notice delivered with respect to the first Comparison Year to occur after the Base Year, the Base Yearreasons therefor. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month period. Tenant and all persons involved on behalf of Tenant in such review or audit shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and Tenant, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements). Tenant Txxxxx agrees that Tenant Txxxxx will not employ, in connection with any review or audit dispute under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any dispute as to the correctness of the applicable such Statement by the date that is sixty (60) within 30 days after the delivery following such notice of the Objection Noticeobjection, then either party may refer the issues raised to a nationally recognized public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. In connection therewith, Tenant, such accountants and all other persons to whom Txxxxx gives any of the information obtained in connection with such review shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review. Tenant shall pay the fees and expenses relating to such procedure, unless such accountants determine that Landlord overstated Operating Expenses by more than 5% for such Comparison Year, in which case Landlord shall pay such fees and expenses. Except as provided in this Section 7.4, Tenant shall have no right whatsoever to dispute dispute, by judicial proceeding or otherwise otherwise, the accuracy of any Statement. (c) If it is determined, by such accountants or otherwise, that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days after such determination and if it is so determined that Tenant shall have underpaid the amount properly due hereunder such underpayment shall be paid by Tenant to Landlord within thirty (30) days after such determination. If it is so determined that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4.

Non-Waiver; Disputes. (a) Landlord’s failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s right to thereafter render a corrected Statement for that Comparison Year; provided, however, that Landlord shall not be permitted to render any Statement, corrected or otherwise, later Year unless such failure continues for more than two (2) 3 years after the expiration of the applicable Comparison Year in question to which such Statement or corrected Statement relates (i.e., Landlord may not render a revised Statement or a Statement in respect of any Comparison Year more than 3 years after the expiration of such Comparison Year). (b) Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (i) pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to dispute such Statement, and (ii) within ninety (90) 90 days after such Statement is deliveredsent, sends a written notice (a “Review Notice”) to Landlord requesting objecting to such Statement and specifying the right to review and/or audit the books and records of Landlord concerning Operating Expenses and/or Taxes for such Comparison Year, and, with respect to a Review Notice delivered with respect to the first Comparison Year to occur after the Base Year, the Base Year. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month period. Tenant and all persons involved on behalf of Tenant in such review or audit shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and Tenant, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements)reasons therefor. Tenant agrees that Tenant will not employ, in connection with any review or audit dispute under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any dispute as to the correctness of the applicable such Statement by the date that is sixty (60) within 30 days after the delivery following such notice of the Objection Noticeobjection, then either party may refer the issues raised to a nationally recognized independent public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. In connection therewith, Tenant and such accountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review, or the substance of any admissions or stipulations by any party in connection therewith, or of any resulting reconciliation, compromise or settlement. Tenant shall pay the fees and expenses relating to such procedure, unless such accountants determine that Landlord overstated the Expense Factor by more than 5% for such Comparison Year, as finally determined, in which case Landlord shall pay such fees and expenses. Except as provided in this Section 7.4Section, Tenant shall have no right whatsoever to dispute by judicial proceeding or otherwise the accuracy of any Statement. (c) If it is determined, by such accountants or otherwise, that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days after such determination and if it is so determined that Tenant shall have underpaid the amount properly due hereunder such underpayment shall be paid by Tenant to Landlord within thirty (30) days after such determination. If it is so determined that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4.

Non-Waiver; Disputes. (a) Landlord’s failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s right to thereafter render a corrected Statement for that Comparison Year; provided, however, that Landlord shall not be permitted to render any Statement, corrected or otherwise, later than two (2) years after the expiration of the applicable Comparison Year. (b) Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (i) pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to dispute audit such Statement, and (ii) within ninety sixty (9060) days after such Statement is delivered, sends a written notice (a “Review Notice”) to Landlord requesting objecting to such Statement, specifying the right to review and/or reasons for such objection and stating that Tenant will audit the books and records of Landlord concerning Operating Expenses and/or Taxes for such Comparison Year, and, with respect the items objected to a Review Notice delivered with respect to the first Comparison Year to occur after the Base Year, the Base Year. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month periodby Tenant. Tenant and all persons auditors, representatives, contractors, agents, and other third parties involved on behalf of Tenant in such review any review, audit or audit dispute concerning Operating Expenses, Insurance Expenses or Taxes shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and TenantLandlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements)review. Tenant agrees that Tenant will not employ, in connection with any review review, audit or audit dispute under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlordsatisfies the foregoing conditions precedent, Landlord agrees to grant Tenantthen Tenant may review or audit the Operating Expenses, its accountants and representativesInsurance Expenses, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or or Taxes at the place where they are regularly maintained in the continental United States (as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord applicable) for the applicable subject Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any dispute as to the correctness of the applicable such Statement by the date that is sixty within thirty (6030) days after following the delivery of the Objection Noticereview or audit performed by Tenant, then either party may refer the issues raised by such review or audit to a nationally recognized public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. Except as provided in this Section 7.4, Tenant If said accountants shall have no right whatsoever to dispute by judicial proceeding or otherwise the accuracy of any Statement. (c) If it is determined, by such accountants or otherwise, determine that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days promptly after such determination said accountants shall have rendered their decision and if it is so determined such accountants shall determine that Tenant shall have underpaid the amount properly due hereunder such underpayment under-payment shall be paid by Tenant to Landlord within thirty (30) days promptly after said accountants shall have rendered their decision. Tenant shall pay the fees and expenses relating to such determination. If it is so determined procedure, unless such accountants determine that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year by more than five three percent (53%)) for such Comparison Year, then in which case Landlord shall promptly reimburse Tenant for all reasonable, out of pay the reasonable out-of-pocket costs fees and expenses incurred by Tenant Tenant. Except as provided in the exercise of its rights under this Section 7.47.5, Tenant shall have no right whatsoever to dispute by judicial proceeding or otherwise the accuracy of any Statement.

Non-Waiver; Disputes. (a) Landlord’s failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s right to thereafter render a corrected Statement for that Comparison Year; provided, however, that Landlord shall not be permitted to render any Statement, corrected or otherwise, later than two (2) years after the expiration of the applicable Comparison Year. (b) Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (i) pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to dispute such Statement, and (ii) within ninety (90) 60 days after such Statement is deliveredsent, sends a written notice (a “Review Notice”) to Landlord requesting objecting to such Statement and specifying the right to review and/or audit the books and records of Landlord concerning Operating Expenses and/or Taxes for such Comparison Year, and, with respect to a Review Notice delivered with respect to the first Comparison Year to occur after the Base Year, the Base Year. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month period. Tenant and all persons involved on behalf of Tenant in such review or audit shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and Tenant, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements)reasons therefor. Tenant agrees that Tenant will not employ, in connection with any review or audit dispute under this Lease, any person or entity who is to be compensated compensated, in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any dispute as to the correctness of the applicable such Statement by the date that is sixty (60) within 30 days after the delivery following such notice of the Objection Noticeobjection, then either party may refer the issues raised to a nationally recognized public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. In connection therewith, Tenant and such accountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review. Tenant shall pay the fees and expenses relating to such procedure, unless such accountants determine that Landlord overstated Operating Expenses by more than 5% for such Comparison Year, in which case Landlord shall pay such fees and expenses. Except as provided in this Section 7.4, Tenant shall have no right whatsoever to dispute dispute, by judicial proceeding or otherwise otherwise, the accuracy of any Statement. (c) If it is determined, by such accountants or otherwise, that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days after such determination and if it is so determined that Tenant shall have underpaid the amount properly due hereunder such underpayment shall be paid by Tenant to Landlord within thirty (30) days after such determination. If it is so determined that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4.

Non-Waiver; Disputes. (a) Landlord’s 's failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s 's right to thereafter render a Statement with respect to such Comparison Year (so long as the Statement is delivered within 2 years following the close of the Comparison Year in question) or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s 's right to thereafter render a corrected Statement for that Comparison Year; provided, however, that Landlord shall not be permitted to render any Statement, corrected or otherwise, later than two (2) years after the expiration of the applicable Comparison Year. (b) Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (i) pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s 's right to dispute such Statement, and (ii) within ninety (90) 180 days after such Statement is deliveredsent, sends a written notice (a “Review Notice”) to Landlord requesting objecting to such Statement and specifying the right to review and/or audit the books and records of Landlord concerning Operating Expenses and/or Taxes for such Comparison Year, and, with respect to a Review Notice delivered with respect to the first Comparison Year to occur after the Base Year, the Base Year. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month period. Tenant and all persons involved on behalf of Tenant in such review or audit shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and Tenant, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements)reasons therefor. Tenant agrees that Tenant will not employ, in connection with any review or audit dispute under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any dispute as to the correctness of the applicable such Statement by the date that is sixty (60) within 30 days after the delivery following such notice of the Objection Noticeobjection, then either party may refer the issues raised to a nationally recognized public accounting firm that (a) is one of the six (6) largest "Big Five" public accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. In connection therewith, Tenant and such accountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose (except to the extent required by any Requirement or any regulatory body having jurisdiction) to any third party any of the information obtained in connection with such review, or the substance of any admissions or stipulations by any party in connection therewith, or of any resulting reconciliation, compromise or settlement. Tenant shall pay the fees and expenses relating to such procedure, unless such accountants determine that Landlord overstated Expense Factor by more than 5% for such Comparison Year, or finally determined, in which case Landlord shall pay such fees and expenses. Except as provided in this Section 7.4Section, Tenant shall have no right whatsoever to dispute by judicial proceeding or otherwise the accuracy of any Statement. (c) If it is determined, by such accountants or otherwise, that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days after such determination and if it is so determined that Tenant shall have underpaid the amount properly due hereunder such underpayment shall be paid by Tenant to Landlord within thirty (30) days after such determination. If it is so determined that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4.

Non-Waiver; Disputes. (a) Landlord’s failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s right to thereafter render a corrected Statement for that Comparison Year; provided. Notwithstanding the foregoing, however, that Landlord Tenant shall not be permitted responsible for Taxes or Operating Expenses attributable to render any Statement, corrected or otherwise, later Comparison Year which are first billed to Tenant more than two (2) calendar years after the expiration of the applicable Comparison Year, provided that in any event Tenant shall be responsible for Taxes and Operating Expenses levied by any governmental authority or by any public utility companies at any time following the expiration of the Term which are attributable to any Comparison Year (provided that Landlord delivers to Tenant any such bxxx for such amounts within two (2) calendar years following Landlord's receipt of the bxxx therefor). (b) Within one hundred eighty (180) days after receipt of a Statement by Tenant, Tenant or an agent of Tenant may, after reasonable notice to Landlord, inspect Landlord's records at Landlord's offices in Los Angeles. Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (i) pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to dispute such Statement, and (ii) within ninety one hundred eighty (90180) days after such Statement is deliveredsent, sends a written notice (a “Review Notice”) to Landlord requesting objecting to such Statement and specifying the right to review and/or audit the books and records of Landlord concerning Operating Expenses and/or Taxes for such Comparison Year, and, with respect to a Review Notice delivered with respect to the first Comparison Year to occur after the Base Year, the Base Year. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month period. Tenant and all persons involved on behalf of Tenant in such review or audit shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and Tenant, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements)reasons therefor. Tenant agrees that Tenant will not employ, in connection with any review or audit dispute under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any dispute as to the correctness of the applicable such Statement by the date that is sixty within thirty (6030) days after the delivery following such notice of the Objection Noticeobjection, then either party may refer the issues raised to a nationally recognized public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. In connection therewith, Tenant and such accountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review. Tenant shall pay the fees and expenses relating to such procedure, unless such accountants determine that Landlord overstated Operating Expenses by more than five percent (5%) for such Comparison Year, in which case Landlord shall pay such fees and expenses. Except as provided in this Section 7.4, Tenant shall have no right whatsoever to dispute dispute, by judicial proceeding or otherwise otherwise, the accuracy of any Statement. (c) If it is determined, by such accountants or otherwise, that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days after such determination and if it is so determined that Tenant shall have underpaid the amount properly due hereunder such underpayment shall be paid by Tenant to Landlord within thirty (30) days after such determination. If it is so determined that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4.

Non-Waiver; Disputes. (a) Landlord’s 's failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s 's right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s 's right to thereafter render a corrected Statement for that Comparison Year; provided, however, that Landlord shall not be permitted to render any Statement, corrected or otherwise, later than two (2) years after the expiration of the applicable Comparison Year. (b) Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant shall, (i) pays pay to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s 's right to dispute such Statement, and (ii) within ninety (90) 120 days after such Statement is deliveredsent, sends send a written notice (a “Review Notice”) to Landlord requesting objecting to such Statement and specifying the right to review and/or audit the books and records of Landlord concerning Operating Expenses and/or Taxes reasons for Tenant's claim that such Comparison Year, and, with respect to a Review Notice delivered with respect to the first Comparison Year to occur after the Base Year, the Base Year. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month period. Tenant and all persons involved on behalf of Tenant in such review or audit shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and Tenant, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements)Statement is incorrect. Tenant agrees that Tenant will not employ, in connection with any review or audit dispute under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any such dispute as to within 30 days following the correctness giving of the applicable Statement by the date that is sixty (60) Tenant's notice of objection, either party may within ten days after the delivery expiration of the Objection Notice, then either party may such 30 day period refer the issues raised to a nationally recognized an independent firm of certified public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, accountants selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. In connection therewith, Tenant and such accountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review, or the substance of any admissions or stipulations by any party in connection therewith, or of any resulting reconciliation, compromise or settlement. Tenant shall pay the fees and expenses relating to such procedure, unless such accountants shall determine that Landlord overstated the Operating Expenses by more than 5% for such Comparison Year, as finally determined, in which case Landlord shall pay such fees and expenses. Except as provided in this Section 7.4Section, Tenant shall have no right whatsoever to dispute by judicial proceeding process or otherwise the accuracy of any Statement. (c) If it is determined, by such accountants or otherwise, that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days after such determination and if it is so determined that Tenant shall have underpaid the amount properly due hereunder such underpayment shall be paid by Tenant to Landlord within thirty (30) days after such determination. If it is so determined that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4.

Non-Waiver; Disputes. (a) Landlord’s failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s right to thereafter render a corrected Statement for that Comparison Year; , provided, however, that Landlord in no event shall Tenant have any liability hereunder with respect to any Statement or corrected Statement not be permitted delivered to render any Statement, corrected or otherwise, later than Tenant within two (2) years after following the expiration Comparison Year in question, or earlier termination of the applicable Lease (except for Taxes for a Comparison YearYear that are then being contested by Landlord in accordance with Section 7.2 (b), in which event the foregoing two (2) year period shall commence on the Expiration Date, or early termination date, as the case may be, and shall end on the date that a final determination is rendered by the Department of Taxation and Finance of the City of New York for the Comparison Year contested. (b) Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (i) pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to dispute such Statement, and (ii) within ninety (90) 120 days after such Statement is deliveredsent requests to review backup information in respect of such Statement, sends a written notice (a “Review Notice”) to Landlord requesting the provided, however, that Tenant’s right to review and/or audit dispute the books and records Statement for the Base Expense Year shall be exercised, if at all, concurrently with Tenant’s first review of Landlord concerning Operating Expenses and/or Taxes the Statement for such Comparison Year, and, with respect to a Review Notice delivered with respect to the first Comparison Year Year. Upon Tenant’s request, Landlord shall provide Tenant or its representative any information as shall reasonably be necessary to occur after enable Tenant to assess the accuracy of the Operating Expenses applicable to such Statement and, if applicable, the Operating Expenses for the Base Year, the Base Expense Year. Each Statement shall be conclusively binding upon Tenant may not conduct more than one unless Tenant (1or its representative) shall, within 90 days after such review or audit in any twelve (12) month period. Tenant and all persons involved on behalf of Tenant in such review or audit shall execute and deliver information is provided to Tenant, send a written notice to Landlord a confidentiality agreement, in form objecting to such Statement and substance reasonably satisfactory to Landlord and specifying the reasons for Tenant, whereby ’s claim that such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements)Statement is incorrect. Tenant agrees that Tenant will not employ, in connection with any review or audit dispute under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any dispute as to the correctness of the applicable such Statement by the date that is sixty (60) within 30 days after the delivery following such notice of the Objection Noticeobjection, then either party may refer the issues raised to a nationally recognized independent public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, selected by mutually acceptable to Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. In connection therewith, Tenant and such accountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review. Tenant shall pay the fees and expenses relating to such procedure, unless such accountants determine that Landlord overstated Operating Expenses by more than 5% for such Comparison Year, in which case Landlord shall pay such fees and expenses. Except as provided in this Section 7.4Section, Tenant shall have no right whatsoever to dispute by judicial proceeding or otherwise the accuracy of any Statement. (c) . If it is determinedthe parties hereto are unable to mutually agree to a nationally recognized accounting firm, by then either party, on behalf of both, may request appointment of such accountants or otherwise, that Tenant shall have made any payment in excess of by the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days after such determination and if it is so determined that Tenant shall have underpaid the amount properly due hereunder such underpayment shall be paid by Tenant to Landlord within thirty (30) days after such determination. If it is so determined that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4American Arbitration Association.

Non-Waiver; Disputes. (a) Landlord’s failure to render any Statement statement on a timely basis with respect to any Comparison Year calendar year shall not prejudice Landlord’s right to thereafter render a Statement statement with respect to such Comparison Year calendar year or any subsequent Comparison Yearcalendar year, nor shall the rendering of a Statement statement prejudice Landlord’s right to thereafter render a corrected Statement statement for that Comparison Year; provided, however, that Landlord shall not be permitted to render any Statement, corrected or otherwise, later than two (2) years after the expiration of the applicable Comparison Yearcalendar year. (b) Each Statement statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (i) pays to Landlord when due the amount set forth in such Statementstatement, without prejudice to Tenant’s right to dispute such Statementstatement, and (ii) within ninety (90) 90 days after such Statement statement is deliveredsent, sends a written notice (a “Review Notice”) to Landlord requesting objecting to such statement and specifying the right reasons therefor. Tenant agrees that Tenant will not employ, in connection with any dispute under this Lease, any person or entity who is to review and/or audit be compensated, in whole or in part, on a contingency fee basis. If the books and records of Landlord concerning Operating Expenses and/or Taxes for such Comparison Year, and, with respect parties are unable to a Review Notice delivered with respect resolve any dispute as to the first Comparison Year correctness of such statement within 30 days following such notice of objection, either party may refer the issues raised to occur after one of the Base Yearnationally recognized public accounting firms selected by Landlord (but not employed by Landlord) and reasonably acceptable to Tenant, and the Base Yeardecision of such accountants shall be conclusively binding upon Landlord and Tenant. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month period. In connection therewith, Tenant and all persons involved on behalf of Tenant in such review or audit accountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and TenantLandlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements)review. Tenant agrees shall pay the fees and expenses relating to such procedure, unless such accountants determine that Tenant will not employLandlord overstated Operating Expenses by more than 5% for such calendar year, in connection with any review or audit under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlord, which case Landlord agrees to grant Tenant, its accountants shall pay such fees and representatives, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any dispute as to the correctness of the applicable Statement by the date that is sixty (60) days after the delivery of the Objection Notice, then either party may refer the issues raised to a nationally recognized public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenantexpenses. Except as provided in this Section 7.4, Tenant shall have no right whatsoever to dispute dispute, by judicial proceeding or otherwise otherwise, the accuracy of any Statementstatement. (c) If it is determined, by such accountants or otherwise, that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days after such determination and if it is so determined that Tenant shall have underpaid the amount properly due hereunder such underpayment shall be paid by Tenant to Landlord within thirty (30) days after such determination. If it is so determined that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4.

Non-Waiver; Disputes. (a) Landlord’s failure to render any Statement on a timely basis with respect to any Comparison calendar year or Tax Year (as applicable) shall not prejudice Landlord’s right to thereafter render a Statement with respect to such Comparison calendar year or Tax Year (as applicable) or any subsequent Comparison Yearcalendar year or Tax Year (as applicable), nor shall the rendering of a Statement prejudice Landlord’s right to thereafter render a corrected Statement for that Comparison Yearcalendar year or Tax Year (as applicable); provided, however, that Landlord shall may not be permitted issue a corrected Statement with respect to render any Statement, corrected calendar year or otherwise, Tax Year (as applicable) later than two eighteen (218) years months after the expiration of the applicable Comparison Yearsuch calendar year or Tax Year (as applicable). (b) Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (i) pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to dispute audit such Statement, and (ii) within ninety one hundred eighty (90180) days after such Statement is delivered, sends a written notice (a “Review Notice”) to Landlord requesting the right objecting to review and/or such Statement and stating that Tenant will audit the books and records of Landlord concerning Operating Expenses and/or Taxes for such Comparison Year, and, with respect to a Review Notice delivered with respect to the first Comparison Year to occur after the Base Year, the Base Year. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month periodsaid Statement. Tenant and all persons auditors, representatives, contractors, agents, and other third parties involved on behalf of Tenant in such review any review, audit or audit dispute concerning Operating Expenses, Insurance Expenses or Taxes shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and Tenant, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements)review. Tenant Xxxxxx agrees that Tenant will not employ, in connection with any review review, audit or audit dispute under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant timely sends a Review Notice to Landlordsatisfies the foregoing conditions precedent, Landlord agrees to grant Tenantthen Tenant may review or audit the Operating Expenses, its accountants and representativesInsurance Expenses, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or or Taxes at the place where they are regularly maintained in the continental United States (as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord applicable) for the applicable Comparison Year, subject calendar year or the Base Tax Year and the Base Expense Year, (as applicable. If, after any such review or audit, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue). If the parties are unable to resolve any dispute as to the correctness of the applicable such Statement by the date that is sixty within thirty (6030) days after following the delivery of the Objection Noticereview or audit performed by Xxxxxx, then either party may refer the issues raised by such review or audit to a nationally recognized public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. Except as provided in this Section 7.4, Tenant If said accountants shall have no right whatsoever to dispute by judicial proceeding or otherwise the accuracy of any Statement. (c) If it is determined, by such accountants or otherwise, determine that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days promptly after such determination said accountants shall have rendered their decision and if it is so determined such accountants shall determine that Tenant shall have underpaid the amount properly due hereunder such underpayment under-payment shall be paid by Tenant to Landlord within thirty (30) days promptly after said accountants shall have rendered their decision. Tenant shall pay the fees and expenses relating to the audit and dispute procedure, unless such determination. If it is so determined accountants determine that Landlord overstated the aggregate amount of Operating Expenses, Insurance Expenses for the applicable Comparison Year or Taxes (as applicable) by more than five three percent (53%) for such calendar year or Tax Year (as applicable), then in which case Landlord shall promptly reimburse Tenant for all reasonable, out of pay the reasonable out-of-pocket costs fees and expenses incurred by Tenant for the audit conducted by Xxxxxx and said third-party accountant. Except as provided in the exercise of its rights under this Section 7.47.5, Tenant shall have no right whatsoever to dispute by judicial proceeding or otherwise the accuracy of any Statement.

Non-Waiver; Disputes. (a) Landlord’s failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement prejudice Landlord’s right to thereafter render a corrected Statement for that Comparison Year; provided, however, that Landlord shall not be permitted to render any Statement, corrected or otherwise, later than two (2) years after the expiration of the applicable Comparison Year. (b) Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (i) Tenant pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to dispute such Statement, and (ii) within ninety one (901) days year after such Statement is deliveredsent, Tenant sends a written notice (a “Review Notice”) to Landlord requesting a review of Landlord’s books and records applicable to such Statement, in which case Tenant and its accountants shall have the right to review and/or audit the (and, if necessary, to copy) Landlord’s books and records of Landlord concerning Operating Expenses and/or Taxes for applicable to such Comparison YearStatement during Landlord’s business hours, and, with respect to but otherwise at a Review Notice delivered with respect to the first Comparison Year to occur after the Base Year, the Base Year. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month period. Tenant and all persons involved on behalf of Tenant in such review or audit shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory time mutually acceptable to Landlord and Tenant. With respect to each Statement, whereby Landlord will maintain its applicable books and records for a period of at least three (3) years after such parties agree not Statement is delivered to disclose Tenant and thereafter during the pendency of any review thereof by Tenant pursuant to any third party any the terms of the information obtained in connection with such review or audit (subject to reasonable and customary exceptions for disclosure, such as the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements)this Lease. Tenant agrees that Tenant will not employ, in connection with any review or audit dispute under this LeaseLease with respect to a Statement, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant timely sends objects to a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Year, or the Base Tax Year Statement and the Base Expense Year, as applicable. If, after any such review or audit, Tenant believes that any Statement does parties do not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Year, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any dispute as to the correctness of the applicable such Statement by the date that is sixty within thirty (6030) days after the delivery following such notice of the Objection Noticeobjection, then either party may refer the issues raised to a nationally recognized public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. Except as provided In connection therewith, Tenant, such accountants and all other persons to whom Tenant gives any of the information obtained in this Section 7.4connection with such review shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review. Tenant shall have no right whatsoever pay the fees and expenses relating to dispute by judicial proceeding or otherwise the accuracy of any Statement. (c) If it is determinedsuch procedure, by unless such accountants or otherwise, that Tenant shall have made any payment in excess of the amount properly due hereunder, such excess amount shall be refunded to Tenant by Landlord within thirty (30) days after such determination and if it is so determined that Tenant shall have underpaid the amount properly due hereunder such underpayment shall be paid by Tenant to Landlord within thirty (30) days after such determination. If it is so determined determine that Landlord overstated the aggregate amount of Taxes or Operating Expenses for the applicable Comparison Year by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4.three

Non-Waiver; Disputes. (a) Landlord’s 's failure to render any Statement on a timely basis with respect to any Comparison Year shall not prejudice Landlord’s 's right to thereafter render a Statement with respect to such Comparison Year or any subsequent Comparison Year (but not to exceed two years after such Year), nor shall the rendering of a Statement prejudice Landlord’s 's right to thereafter render a corrected Statement for that Comparison Year; provided, however, . Nothing in the preceding sentence to the contrary shall preclude Landlord from submitting to Tenant for payment and collecting from Tenant any amount owed in respect of an earlier Comparison Year that is billed to and paid for by Landlord shall not be permitted to render any Statement, corrected or otherwise, later than within such two (2) years after the expiration of the applicable Comparison Yearyear period. (b) Each Statement sent to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant shall (i) pays within 30 days after such Statement is sent, pay to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s 's right to dispute such Statement, and (ii) within ninety (90) 90 days after such Statement is deliveredsent, sends send a written notice (a “Review Notice”) to Landlord requesting objecting to such Statement and specifying the right reasons that such Statement is claimed to review and/or audit the be incorrect. If such notice is sent, Tenant (together with its accountants) may examine Landlord's books and records of Landlord concerning Operating Expenses and/or Taxes for such Comparison Year, and, with respect to a Review Notice delivered with respect during normal business hours relating to the first Comparison Year to occur after the Base Year, the Base Year. Tenant may not conduct more than one (1) such review or audit in any twelve (12) month period. Tenant and all persons involved on behalf of Tenant in such review or audit shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord and Tenant, whereby such parties agree not to disclose to any third party any operation of the information obtained in connection with such review Real Property or audit (subject the payment of Taxes to reasonable and customary exceptions for disclosure, such as determine the extent required in connection with a judicial proceeding, or as otherwise required by applicable Requirements). Tenant agrees that Tenant will not employ, in connection with accuracy of any review or audit under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basisStatement. If Tenant timely sends a Review Notice to Landlord, Landlord agrees to grant Tenant, its accountants and representatives, reasonable access to Landlord’s books and records with respect to Operating Expenses and/or Taxes at the place where they are regularly maintained in the continental United States as may be reasonably required for purposes of verifying Operating Expenses and/or Taxes incurred by Landlord for the applicable Comparison Year, or the Base Tax Year and the Base Expense Year, as applicable. If, after any such review or auditexamination, Tenant believes that any Statement does not accurately reflect Operating Expenses and/or Taxes for the applicable Comparison Yearstill disputes such Statement, or the Base Tax Year, or the Base Expense Year, as applicable, Tenant shall give Landlord written notice of such fact (the “Objection Notice”) not later than ninety (90) days after the date of the Review Notice, failing which Tenant shall be deemed to have conclusively accepted as accurate the Statement at issue. If the parties are unable to resolve any dispute as to the correctness of the applicable Statement by the date that is sixty (60) days after the delivery of the Objection Notice, then either party may refer the issues raised to a nationally recognized an independent firm of certified public accounting firm that (a) is one of the six (6) largest accounting firms in the United States and (b) has not, within the three (3) year period immediately preceding the date of the Objection Notice, performed substantial services for either of Landlord or Tenant, accountants selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. Except as provided In connection therewith, Tenant and/or such accountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such examination. The fees and expenses relating to such procedure shall be borne by the unsuccessful party (and if both parties are partially unsuccessful, the accountants shall apportion the fees and expenses between the parties based on the degree of success of each party). Landlord shall pay Tenant any amount it owes Tenant under this Section 7.48.5(b) within fifteen days after any resolution thereof hereunder. If such accountants shall determine that any Statement is inaccurate as a whole by 5 percent or more, then Tenant shall have no right whatsoever the right, notwithstanding the foregoing to dispute by judicial proceeding or otherwise the accuracy contrary, to examine any Statement rendered to it during the 12 month period immediately preceding the date of any the disputed Statement. (c) If it is determinedThe expiration or termination of this Lease during any Comparison Year or Tax Year, by such accountants as the case may be, shall not affect the rights or otherwise, that Tenant shall have made any payment in excess obligations of the amount properly parties hereto respecting any payments or refunds due hereunderhereunder and any Statement, on a pro rata basis, may be sent to Tenant subsequent to, and all such excess amount rights and obligations shall survive, any such expiration or termination. Any payments due under such Statement shall be refunded to Tenant by Landlord payable within thirty (30) ten days after such determination Statement is sent to Tenant and if it is so determined that Tenant shall have underpaid the amount properly any refunds due hereunder such underpayment shall be paid by Tenant to Landlord payable within thirty (30) ten days after such determination. If it is so determined that Landlord overstated the aggregate amount of Operating Expenses for the applicable Comparison Year receipt by more than five percent (5%), then Landlord shall promptly reimburse Tenant for all reasonable, out of pocket costs incurred by Tenant in the exercise of its rights under this Section 7.4Landlord.