Common use of Rent Adjustment Payment Clause in Contracts

Rent Adjustment Payment. A. Prior to the commencement of the Term, Landlord shall deliver to Tenant a written statement setting forth Landlord’s good faith estimate of Taxes and Operating Costs (a “Taxes and Operating Cost Statement”) for the remainder of the calendar year in which the Term commences. Thereafter, prior to January 1 of each subsequent calendar year, or from time to time during each subsequent calendar year, Landlord shall deliver an estimated Taxes and Operating Cost Statement pertaining to each such forthcoming calendar year. Commencing with the first month to which an estimate applies and on the first day of each calendar month thereafter during the Term, Tenant shall pay one-twelfth (1/12th) of Taxes and Operating Costs as estimated by Landlord (prorated for any partial calendar month). On or before the first day of June of each calendar year after the initial year of the Term, Landlord shall furnish to Tenant a written statement showing in reasonable detail actual Operating Costs and Taxes for the preceding year for which such statement is furnished and showing the amount, if any, of rental adjustment due for such year. B. On the monthly rental payment date (the “adjustment date”) next following Tenant’s receipt of each such annual statement, Tenant shall pay to Landlord as Additional Rent an amount equal to the sum of Taxes and Operating Costs shown on each such annual statement less the amount, if any, of the total estimated Additional Rent paid by Tenant during the preceding calendar year. C. In the event that any such settlement required above indicates that the total Additional Rent paid by Tenant during the preceding calendar year exceeds the actual Additional Rent or Tenant’s Share of the Additional Rent, as applicable, for such calendar year, Landlord shall credit the amount of such excess against any amounts of Additional Rent next falling due under this Lease as long as Tenant is not then in default of any of the terms and provisions of this Lease. Tenant shall not be entitled to a credit by reason of actual Operating Costs in any year of the Lease Term being less than the Expense Stop. D. The Taxes and Operating Cost Statement shall be prepared in accordance with generally acceptable cash basis accounting principles. Tenant, using either its own employee or its certified public accountant, shall have the right to inspect at reasonable times and in a reasonable manner, at Landlord’s office in the Phoenix metropolitan area, such of Landlord’s books of account and records as pertain to or contain information concerning the items included in Operating Costs and Taxes for that year in order to verify the amounts thereof. Any and all information obtained through Tenant’s inspection with respect to financial matters (including, without limitation, costs, expenses, income) and any and all other matters pertaining to Landlord and/or the Riverwalk Project as well as any compromise, settlement or adjustment reached between Landlord and Tenant relative to the results of any such inspection shall be held in strict confidence by Tenant and its officers, agents, and employees; and Tenant shall cause its certified public accountant and any of its officers, agents, and employees to be similarly bound. If Tenant shall dispute any item or items included in the Operating Costs or Taxes for such year, and such dispute is not resolved by the parties within ninety (90) days after such statement is delivered to Tenant, then either party may at its sole expense, within thirty (30) days thereafter, request that a firm of independent certified public accountants mutually selected by Landlord and Tenant (“Independent Review”) render to the parties an opinion as to whether or not the disputed item or items should have been included in the Operating Costs and/or Taxes for such year; and the opinion of such firm on such matter shall be conclusive and binding upon both parties, provided however, it shall be a further condition of Tenant’s right to conduct an Independent Review that the firm conducting the Independent Review shall not be retained upon the basis of all or a portion of its fees being contingent based upon the results of the Independent Review. Landlord and Tenant agree that the firm’s opinion shall be confidential and shall not be disclosed to any other party whatsoever, provided, however, Tenant shall be permitted to CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK (***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. divulge the contents of such opinion in connection with any administrative or judicial proceedings in which Tenant is involved. In the event such Independent Review discloses that the amount due from Tenant was overstated in excess of three percent (3%) on an annualized basis, Landlord shall bear the reasonable cost of such Independent Review. In all other cases, Tenant shall bear the cost of such Independent Review. Tenant’s employee(s), agents and certified public accountants may examine the records of Landlord supporting the Taxes and Operating Cost Statement at Landlord’s or the Management Agent’s office during normal business hours within two (2) years after the Taxes and Operating Statement is furnished. Unless Tenant takes written exception to any item within one (1) year after the furnishing of the Taxes and Operating Statement (which shall be noted on the item as “paid under protest”), such Statement shall be considered as final and accepted by Tenant. Tenant shall promptly tender payment for any undisputed items and shall tender payment for any disputed items within ten (10) days after the resolution of any such dispute. E. In no event shall any rent adjustment result in a decrease of the Base Rent as set forth in the Lease Schedule. F. In the event of the termination of this Lease by expiration of the stated Term or for any other cause or reason whatsoever prior to the determination of rental adjustment as hereinabove set forth, Tenant’s agreement to pay Additional Rent accrued up to the time of termination shall survive the expiration or termination of this Lease.

Rent Adjustment Payment. A. Prior Sixty (60) days prior to the commencement of the Term, Landlord shall deliver to Tenant a written statement setting forth Landlord’s good faith estimate of Xxxxxx’s Share of Taxes and Operating Costs (a “Taxes and Operating Cost Statement”) for the remainder of the calendar year in which the Term commences. Thereafter, prior to January 1 of each subsequent calendar year, or from time to time during each subsequent calendar year, Landlord shall deliver an estimated Taxes and Operating Cost Statement pertaining to each such forthcoming calendar year. Commencing with on the first full calendar month to which an estimate applies of the Term and on the first day of each calendar month thereafter during the Term, Tenant shall pay one-twelfth (1/12th) of Tenant’s Share of Taxes and Operating Costs as estimated by Landlord (prorated for any partial calendar month)Landlord. On Not less than on or before the first day of June of each calendar year after the initial year of the Term, Landlord shall furnish to Tenant a written statement showing in reasonable detail actual Operating Costs and Taxes for the preceding year for which such statement is furnished and showing the amount, if any, of rental adjustment due for such year. B. On the monthly rental payment date (the “adjustment date”) next following Tenant’s receipt of each such annual statement, Tenant shall pay to Landlord as Additional Rent additional rent an amount equal to the sum of Taxes and Operating Costs the net aggregate rental adjustment shown on each such annual statement less the amount, if any, of the total estimated Additional Rent additional rent paid by Tenant during the preceding calendar year. C. In the event that any such settlement required above indicates that the total Additional Rent additional rent paid by Tenant during the preceding calendar year exceeds the actual Additional Rent or Tenant’s Share of the Additional Rent, as applicable, aggregate rental payable by Tenant for such calendar year, Landlord shall credit the amount of apply such excess against on any amounts of Additional Rent additional rent next falling due under this Lease as long as Tenant is not then in default of any of the terms and provisions of this Lease. Tenant shall not be entitled to a credit by reason of actual Operating Costs in any year of the Lease Term being less than the Expense Stop. D. The annual determination of Taxes and Operating Cost Statement shall be prepared in accordance with generally acceptable cash basis accounting principles. Tenant, Tenant using either its own employee employee(s) or its certified public accountant, accountant shall have the right to inspect at reasonable times and in a reasonable manner, at the Landlord’s office in the Phoenix metropolitan areaoffice, such of the Landlord’s books of account and records as pertain to or contain information concerning the items included in Operating Costs and Taxes for that year in order to verify the amounts thereof. Any and all information obtained through the Tenant’s inspection with respect to financial matters (including, without limitation, costs, expenses, income) and any and all other matters pertaining to the Landlord and/or the Riverwalk Project Property as well as any compromise, settlement settlement, or adjustment reached between Landlord and Tenant relative to the results of any such inspection shall be held in strict confidence by the Tenant and its officers, agents, and employees; and Tenant shall cause its certified public accountant and any of its officers, agents, and employees to be similarly bound. If Tenant shall dispute any item or items included in the Operating Costs or Taxes for such year, and such dispute is not resolved by the parties within ninety (90) days after such statement is delivered to Tenant, then either party may at its sole expense, within thirty (30) days thereafter, request that a firm of independent certified public accountants mutually selected by Landlord and Tenant (“Independent Review”” ) render to the parties an opinion as to whether or not the disputed item or items should have been included in the Operating Costs and/or Taxes for such year; and the opinion of such firm on such matter shall be conclusive and binding upon both parties, provided however, it shall be a further condition of Tenant’s right to conduct an Independent Review that the firm conducting the Independent Review shall not be retained upon the basis of all or a portion of its fees being contingent based upon the results of the Independent Review. Landlord and Tenant Xxxxxx agree that the firm’s opinion shall be confidential and shall not be disclosed to any other party whatsoever, provided, however, Tenant shall be permitted to CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK (***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. divulge the contents of such opinion in connection with any administrative or judicial proceedings in which Tenant is involved. In the event such Independent Review discloses that the amount due from Tenant was overstated in excess of three percent five (35%) percent on an annualized basis, . Landlord shall bear the reasonable cost of such Independent Review. In all other cases, Tenant shall bear the cost of such Independent Review. Tenant’s Tenant employee(s), agents and ) or certified public accountants may examine the records of Landlord supporting the Taxes and Operating Cost Statement at Landlord’s or the Management Agent’s office during normal business hours within two forty-five (245) years days after the Taxes and Operating Statement is furnished. Unless Tenant takes written exception to any item within one ninety (190) year days after the furnishing of the Taxes and Operating Statement (which shall be noted on the item as “paid under protest”), such Statement shall be considered as final and accepted by TenantXxxxxx. Tenant shall promptly tender payment for any undisputed items and shall tender payment for any disputed items within ten (10) days after the resolution of any such dispute. E. In no event shall any rent adjustment result in a decrease of the Base Rent as set forth in the Lease Schedule. F. In the event of the termination of this Lease by expiration of the stated Term term or for any other cause or reason whatsoever prior to the determination of rental adjustment as hereinabove set forth, . Tenant’s agreement to pay Additional Rent additional rental accrued up to the time of termination shall survive the expiration or termination of this the Lease.

Rent Adjustment Payment. A. Prior to the commencement of the Term, Landlord shall deliver to Tenant a written statement setting forth Landlord’s good faith estimate of Taxes and Operating Costs (a “Taxes and Operating Cost Statement”) for the remainder of the calendar year in which the Term commences. Thereafter, prior to January 1 of each subsequent calendar year, or from time to time during each subsequent calendar yeartime, Landlord shall deliver an estimated a statement setting forth Landlord’s good faith estimate of Tenant’s share of Taxes and Operating Costs (“Taxes and Operating Cost Statement Statement”) pertaining to each such forthcoming calendar year. Commencing with on the first full calendar month to which an estimate applies of the Term and on the first day of each calendar month thereafter during the Term, Tenant shall pay one-twelfth (1/12th) of Tenant’s Share of Taxes and Operating Costs as estimated by Landlord (prorated for any partial calendar month)Landlord. On Not later than on or before the first day of June April of each calendar year after the initial year of the Term, Landlord shall furnish to Tenant a written statement (including tax and insurance xxxxxxxx and a reasonably detailed operating and expense statement) showing in reasonable detail actual Operating Costs and Taxes for the preceding year for which such statement is furnished and showing the amount, if any, of rental adjustment due for such year. B. On the monthly rental payment date Within thirty (the “adjustment date”30) next following Tenantdays from Xxxxxx’s receipt of each such any annual statement, Tenant shall pay to Landlord as Additional Rent additional rent an amount equal to the sum of Taxes and Operating Costs the net aggregate rental adjustment shown on each such annual statement less the amount, if any, of the total estimated Additional Rent additional rent paid by Tenant during the preceding calendar year. C. In the event that any such settlement required above indicates that the total Additional Rent additional rent paid by Tenant during the preceding calendar year exceeds the actual Additional Rent or Tenant’s Share of the Additional Rent, as applicable, aggregate rental payable by Tenant for such calendar year, Landlord shall credit the amount of apply such excess against on any amounts of Additional Rent additional rent next falling due under this Lease as long as Tenant is not then in default of any of the terms and provisions of this Lease. Tenant shall not be entitled to a credit by reason of actual Operating Costs in any year of the Lease Term being less than the Expense Stop. D. The annual determination of Taxes and Operating Cost Statement shall be prepared in accordance with generally acceptable accounting principles on a cash basis accounting principlesbasis. Tenant, Tenant using either its own employee employee(s) or its certified public accountant, accountant shall have the right to inspect at reasonable times and in a reasonable manner, at the Landlord’s office in the Phoenix metropolitan areaoffice, such of the Landlord’s books of account and records as pertain to or contain information concerning the items included in Operating Costs and Taxes for that year and the prior year in order to verify the amounts thereof. Any and all information obtained through the Tenant’s inspection with respect to financial matters (including, without limitation, costs, expenses, income) and any and all other matters pertaining to the Landlord and/or the Riverwalk Project Property as well as any compromise, settlement settlement, or adjustment reached between Landlord and Tenant relative to the results of any such inspection shall be held in strict confidence by the Tenant and its officers, agents, and employees; and Tenant shall cause its certified public accountant and any of its officers, agents, and employees to be similarly bound. If Tenant shall dispute any item or items included in the Operating Costs or Taxes for such year, and such dispute is not resolved by the parties within ninety thirty (9030) days after such statement dispute is delivered to Tenantraised by Xxxxxx, then either party Tenant may at its sole expense, within thirty (30) days thereafter, request that using its employees or a firm of independent certified public accountants mutually selected by Landlord and Tenant (“Independent Review”) accountants, render to the parties an opinion as to whether or not the disputed item or items should have been included in the Operating Costs and/or Taxes for such yearyear (“Employee Review”); and the opinion of such firm on such matter shall be conclusive and binding upon both parties, provided however, it shall be a further condition of Tenant’s right to conduct an Independent Employee Review that the firm employees of Tenant or auditors conducting the Independent Employee Review shall not be retained upon the basis of all or a portion of its fees compensation being contingent based upon the results of the Independent Employee Review; and the opinion of such employees or auditors on such matter shall be conclusive and binding upon both parties, unless Landlord disputes the results of the Employee Review within thirty (30) days after Xxxxxxxx’s receipt thereof, in which case a third party selected by Landlord and Xxxxxx experienced in commercial leasing who does not render services of any kind to Landlord or Tenant and who does not get compensated on the basis of all or a portion of his or her compensation being contingent on the results he or she provides shall be retained by Landlord and Tenant (at the cost of Landlord and Xxxxxx shared equally) to make an independent, final and conclusive decision which shall be binding on Landlord and Tenant. Landlord and Tenant agree that the firm’s opinion shall be confidential and shall not be disclosed to any other party whatsoever, provided, however, Tenant shall be permitted to CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK (***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. divulge the contents of such opinion in connection with any administrative or judicial proceedings in which Tenant is involved. In the event such Independent Review discloses that the amount due from Tenant was overstated in excess of three percent (3%) on an annualized basis, Landlord shall bear the reasonable cost of such Independent Review. In all other cases, Tenant shall bear the cost of such Independent Review. Employee Review unless the results of such review results in a recognition hereunder that an overpayment of more than three (3) percent of the Operating Cost or Taxes was requested or paid, in which event the Landlord shall pay Tenant’s costs of conducting the inspection and audit. Tenant employee(s), agents and certified public accountants ) may examine the records of Landlord supporting the Taxes and Operating Cost Statement at Landlord’s or the Management Agent’s office during normal business hours within two twelve (212) years months after the Taxes and Operating Cost Statement is furnished. Unless Tenant takes written exception to any item within one twelve (112) year months after the furnishing of the Taxes and Operating Cost Statement (which shall be noted on the item as “paid under protest”), such Taxes and Operating Cost Statement shall be considered as final and accepted by TenantXxxxxx. Tenant shall promptly tender payment for any undisputed items and shall tender payment for any disputed items within ten (10) days after the resolution of any such dispute. E. In no event shall any rent adjustment result in a decrease of the Base Rent as set forth in the Lease Schedule. F. In the event of the termination of this Lease by expiration of the stated Term term or for any other cause or reason whatsoever prior to the determination of rental adjustment as hereinabove set forth, Tenant’s agreement to pay Additional Rent additional rental accrued up to the time of termination shall survive the expiration or termination of this the Lease.

Rent Adjustment Payment. A. Prior to the commencement of the TermAt lease execution, Landlord shall deliver to Tenant a written statement setting forth Landlord’s good faith estimate of Taxes and Operating Costs (a “Taxes and Operating Cost Statement”) for the remainder of the calendar year in which the Term commences. Thereafter, prior to January not later than November 1 of each subsequent calendar year, or and from time to time during each subsequent calendar year, Landlord shall deliver an estimated Taxes and Operating Cost Statement pertaining to each such forthcoming calendar year. Commencing with on the first full calendar month to which an estimate applies of the Term and on the first day of each calendar month thereafter during the Term, Tenant shall pay one-twelfth (1/12th) of Taxes (only to the extent a reserve for Taxes is required by Landlord’s mortgagee) and one twelfth (1/12th) of Operating Costs as estimated by Landlord (prorated for any partial calendar month)Landlord. On Not less than on or before the first day of June May of each calendar year after the initial year of the Term, Landlord shall furnish to Tenant a written statement certified by an officer of Landlord showing in reasonable detail actual Operating Costs and Taxes for the preceding year for which such statement is furnished and showing the amount, if any, of rental adjustment due for such yearpreceding year (the “Annual Statement”). B. On the monthly rental payment date (the “adjustment date”) next following Tenant’s receipt of each such annual statementAnnual Statement (but in all cases not less than thirty (30) days after receipt), Tenant shall pay to Landlord as Additional Rent additional rent an amount equal to the sum of Taxes and Operating Costs difference between the amount shown on each such annual statement Annual Statement less the amount, if any, of the total estimated Additional Rent additional rent with respect to Taxes and Operating Costs paid by Tenant during the preceding calendar year. C. In the event that any such settlement required above indicates that the total Additional Rent additional rent paid by Tenant during the preceding calendar year exceeds the actual Additional Rent or Tenant’s Share of the Additional Rent, as applicableamount shown on such Annual Statement, for such calendar year, Landlord shall credit the amount of apply such excess against to any amounts of Additional Rent additional rent next falling due under this Lease as long as Tenant there is not then in default no monetary Event of Default. In the event of any monetary Event of Default, Landlord may apply such excess against all Rent due and owing under the terms and provisions of this Lease. After any such monetary Event of Default is cured, Landlord shall immediately return the remaining excess to Tenant. If the Term of this Lease has expired, Landlord shall return such excess to Tenant shall not be entitled to a credit by reason of actual Operating Costs in any year within thirty (30) days after delivery of the Lease Term being less than annual statement. This provision shall survive termination or expiration of the Expense StopLease. D. The Taxes and Operating Cost Annual Statement shall be prepared in accordance with generally acceptable cash basis accepted accounting principles. Tenant, Tenant using either its own employee or its certified public accountant, accountant shall have the right to inspect examine, copy and audit at reasonable times and in a reasonable manner, at the Landlord’s office in the Phoenix metropolitan areaPhoenix, such of the Landlord’s books of account and records as pertain to or contain information concerning the items included in Operating Costs and Taxes for that year in order to verify the amounts thereof. Any and all information obtained through the Tenant’s inspection with respect to financial matters (including, without limitation, costs, expenses, income) and any and all other matters pertaining to the Landlord and/or the Riverwalk Project Property as well as any compromise, settlement settlement, or adjustment reached between Landlord and Tenant relative to the results of any such inspection shall be held in strict confidence by the Tenant and its officers, agents, and employees; and Tenant shall cause its certified public accountant and any of its officers, agents, and employees to be similarly bound. If Tenant shall dispute any item or items included in the Operating Costs or Taxes for such year, and such dispute is not resolved by the parties within ninety (90) days after such statement is delivered Tenant renders to TenantLandlord its audit results, then either party may at its sole expense, within thirty (30) days thereafter, request that a firm of independent certified public accountants mutually selected by Landlord and Tenant (“Independent Review”) render to the parties an opinion as to whether or not the disputed item or items should have been included in the Operating Costs and/or Taxes for such year; and the opinion of such firm on such matter shall be conclusive and binding upon both parties, provided however, it shall be a further condition of Tenant’s right to conduct an Independent Review that the firm conducting the Independent Review shall not be retained upon the basis of all or a portion of its fees being contingent based upon the results of the Independent Review. Landlord and Tenant agree that the firm’s opinion shall be confidential and shall not be disclosed to any other party whatsoever, provided, however, Tenant shall be permitted to CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK (***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. divulge the contents of such opinion in connection with any administrative or judicial proceedings in which Tenant is involved. In the event such Independent Review discloses that the amount due from Tenant was overstated in excess of three percent (3%) percent on an annualized basis, Landlord shall bear the reasonable cost of such Independent Review. In all other cases, Tenant shall bear the cost of such Independent Review. Tenant’s Tenant employee(s), agents and certified public ) or accountants may examine the records of Landlord supporting the estimated Taxes and Operating Cost Statement and the Annual Statement at Landlord’s or the Management Rent Agent’s office during normal business hours within two (2) years after the Taxes and Operating Statement is furnishedhours. Unless Tenant takes written exception to any item item(s) on the Annual Statement within three (3) years (if Landlord is managing the Property) after the furnishing of the Annual Statement, or unless Tenant takes written exception to any item(s) on the Annual Statement within one (1) year (if Landlord is not managing the Property) after the furnishing of the Taxes Annual Statement, Tenant shall have waived its audit rights for such preceding time periods. If any such audit and/or Independent Review finds that Landlord has overstated any amounts, Landlord shall within thirty (30) days after such audit and/or Independent Review remit such overstated amount to Tenant and Operating Statement (which shall be noted on the item as “paid under protest”), if any such Statement shall be considered as final and accepted audit and/or Independent Review finds that there is an underpayment by Tenant. , Tenant shall promptly tender payment for any undisputed items and shall tender payment for any disputed items within ten thirty (1030) days after such audit and/or Independent Review. Notwithstanding anything to the resolution contrary contained herein, Tenant may disclose the results of any such disputeaudit to its counsel and may use such audit results in the event of any disputes with Landlord and in the event of any litigation. To the extent Landlord is not managing the Property, the Annual Statement shall be limited to those expenses permitted by this Lease to be charged to Tenant during those periods Landlord is not managing the Property. E. In no event shall any rent adjustment result in a decrease of the Base Rent as set forth in the Lease Schedule. F. In the event of the termination of this Lease by expiration of the stated Term term or for any other cause or reason whatsoever prior to the determination of rental adjustment as hereinabove set forth, Tenant’s agreement to pay Additional Rent additional rental accrued up to the time of termination and Landlord’s agreement to pay or refund any excess amounts to Tenant shall survive the expiration or termination of this the Lease. F. From time to time and as may be requested by Tenant, Landlord agrees to use best efforts to audit the costs assessed under the Declaration. Should Landlord fail to conduct any such audit as requested by Tenant, Tenant shall have no further obligation to pay any Operating Expenses with respect to the Declaration until any such audit is completed. Landlord hereby certifies and shall certify again on the Commencement Date that all expenses due and owing by Landlord under the Declaration with respect to the Building and the Property have been paid.

Rent Adjustment Payment. A. Prior to the commencement of the Term, Landlord shall deliver to Tenant a written statement setting forth Landlord’s good faith estimate of Taxes and Operating Costs (a “Taxes and Operating Cost Statement”) for the remainder of the calendar year in which the Term commences. Thereafter, prior to January 1 of each subsequent calendar year, or from time to time during each subsequent calendar year, Landlord shall deliver an estimated Taxes and Operating Cost Statement pertaining to each such forthcoming calendar year. Commencing with the first month to which an estimate applies and on the first day of each calendar month thereafter during the Term, Tenant shall pay one-twelfth (1/12th) of Taxes and Operating Costs as estimated by Landlord in excess of the Expense Stop (prorated for any partial calendar month). On or before the first day of June of each calendar year after the initial year of the Term, Landlord shall furnish to Tenant a written statement showing in reasonable detail actual Operating Costs and Taxes for the preceding year for which such statement is furnished and showing the amount, if any, of rental adjustment due for such year. B. On the monthly rental payment date (the “adjustment date”) next following Tenant’s receipt of each such annual statement, Tenant shall pay to Landlord as Additional Rent an amount equal to the sum of Taxes and Operating Costs actual Additional Rent shown on each such annual statement less the amount, if any, of the total estimated Additional Rent paid by Tenant during the preceding calendar year. C. In the event that any such settlement required above indicates that the total Additional Rent paid by Tenant during the preceding calendar year exceeds the actual Additional Rent or Tenant’s Share of the Additional Rent, as applicable, for such calendar year (prorated as of the Commencement Date for the 2007 calendar year), Landlord shall credit the amount of apply such excess against on any amounts of Additional Rent next falling due under this Lease as long as Tenant is not then in default of any of the terms and provisions of this LeaseLease beyond any applicable notice and cure periods. Tenant shall not be entitled to a credit by reason of actual Operating Costs in any year In the event of the termination of this Lease by expiration of the stated Term being less or for any other cause or reason whatsoever (other than a Tenant default) prior to the Expense Stopdetermination of rental adjustment as hereinabove set forth, Landlord shall be obligated to refund any such excess to Tenant, which obligation shall survive the expiration or termination of this Lease. D. The Taxes and Operating Cost Statement shall be prepared in accordance with generally acceptable cash basis accounting principles. Tenant, Tenant using either its own employee or its certified public accountant, accountant shall have the right to inspect at reasonable times and in a reasonable manner, at Landlord’s office in the Phoenix metropolitan areaoffice, such of Landlord’s books of account and records as pertain to or contain information concerning the items included in Operating Costs and Taxes for that year in order to verify the amounts thereof. Any and all information obtained through Tenant’s inspection with respect to financial matters (including, without limitation, costs, expenses, income) and any and all other matters pertaining to Landlord and/or the Riverwalk Project Property as well as any compromise, settlement settlement, or adjustment reached between Landlord and Tenant relative to the results of any such inspection shall be held in strict confidence by Tenant and its officers, agents, and employees; and Tenant shall cause its certified public accountant and any of its officers, agents, and employees to be similarly bound. If Tenant shall dispute any item or items included in the Operating Costs or Taxes for such year, and such dispute is not resolved by the parties within ninety (90) days after such statement is delivered to Tenant, then either party may at its sole expense, within thirty (30) days thereafter, request that a firm of independent certified public accountants mutually selected by Landlord and Tenant (“Independent Review”) render to the parties an opinion as to whether or not the disputed item or items should have been included in the Operating Costs and/or Taxes for such year; and the opinion of such firm on such matter shall be conclusive and binding upon both parties, provided however, it shall be a further condition of Tenant’s right to conduct an Independent Review that the firm conducting the Independent Review shall not be retained upon the basis of all or a portion of its fees being contingent based upon the results of the Independent Review. Landlord and Tenant agree that the firm’s opinion shall be confidential and shall not be disclosed to any other party whatsoever, provided, however, Tenant shall be permitted to CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK (***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. divulge the contents of such opinion in connection with any administrative or judicial proceedings in which Tenant is involved. In the event such Independent Review discloses that the amount due from Tenant was overstated in excess of three five percent (35%) on an annualized basis, Landlord shall bear the reasonable cost of such Independent Review. In all other cases, Tenant shall bear the cost of such Independent Review. Tenant’s employee(s), agents and ) or certified public accountants may examine the records of Landlord supporting the Taxes and Operating Cost Statement at Landlord’s or the Management Agent’s office during normal business hours within two ninety (290) years days after the Taxes and Operating Statement is furnished. Unless Tenant takes written exception to any item within one hundred twenty (1120) year days after the furnishing of the Taxes and Operating Cost Statement (which shall be noted on the item as “paid under protest”), such Statement shall be considered as final and accepted by Tenant. Tenant shall promptly tender payment for any undisputed items and shall tender payment for any disputed items within ten fifteen (1015) days after the resolution of any such dispute. E. In no event shall any rent adjustment result in a decrease of the Base Rent as set forth in the Lease Schedule. F. In the event of the termination of this Lease by expiration of the stated Term or for any other cause or reason whatsoever prior to the determination of rental adjustment as hereinabove set forth, Tenant’s agreement to pay Additional Rent accrued up to the time of termination shall survive the expiration or termination of this Lease.

Rent Adjustment Payment. A. Prior Sixty (60) days prior to the commencement of the Term, Landlord shall deliver to Tenant a written statement setting forth Landlord’s 's good faith estimate of Xxxxxx's Share of Taxes and Operating Costs (a “"Taxes and Operating Cost Statement”") for the remainder of the calendar year in which the Term commences. Thereafter, prior to January 1 of each subsequent calendar year, or from time to time during each subsequent calendar year, Landlord shall deliver an estimated Taxes and Operating Cost Statement pertaining to each such forthcoming calendar year. Commencing with on the first full calendar month to which an estimate applies of the Term and on the first day of each calendar month thereafter during the Term, Tenant shall pay one-twelfth twelvth (1/12th) of Tenant's Share of Taxes and Operating Costs as estimated by Landlord (prorated for any partial calendar month)Landlord. On Not less than on or before the first day of June of each calendar year after the initial year of the Term, Landlord shall furnish to Tenant a written statement showing in reasonable detail actual Operating Costs and Taxes for the preceding year for which such statement is furnished and showing the amount, if any, of rental adjustment due for such year. B. On the monthly rental payment date (the “"adjustment date”") next following Tenant’s 's receipt of each such annual statement, Tenant shall pay to Landlord as Additional Rent additional rent an amount equal to the sum of Taxes and Operating Costs the net aggregate rental adjustment shown on each such annual statement less the amount, if any, of the total estimated Additional Rent additional rent paid by Tenant during the preceding calendar year. C. In the event that any such settlement required above indicates that the total Additional Rent additional rent paid by Tenant during the preceding calendar year exceeds the actual Additional Rent or Tenant’s Share of the Additional Rent, as applicable, aggregate rental payable by Tenant for such calendar year, Landlord shall credit the amount of apply such excess against on any amounts of Additional Rent additional rent next falling due under this Lease as long as Tenant is not then in default of any of the terms and provisions of this Lease. Tenant shall not be entitled to a credit by reason of actual Operating Costs in any year of the Lease Term being less than the Expense Stop. D. The annual determination of Taxes and Operating Cost Statement shall be prepared in accordance with generally acceptable cash basis accounting principles. Tenant, Tenant using either its own employee employee(s) or its certified public accountant, accountant shall have the right to inspect at reasonable times and in a reasonable manner, at the Landlord’s office in the Phoenix metropolitan area's office, such of the Landlord’s 's books of account and records as pertain to or contain information concerning the items included in Operating Costs and Taxes for that year in order to verify the amounts thereof. Any and all information obtained through the Tenant’s 's inspection with respect to financial matters (including, without limitation, costs, expenses, income) and any and all other matters pertaining to the Landlord and/or the Riverwalk Project Property as well as any compromise, settlement settlement, or adjustment reached between Landlord and Tenant relative to the results of any such inspection shall be held in strict confidence by the Tenant and its officers, agents, and employees; and Tenant shall cause its certified public accountant and any of its officers, agents, and employees to be similarly bound. If Tenant shall dispute any item or items included in the Operating Costs or Taxes for such year, and such dispute is not resolved by the parties within ninety (90) days after such statement is delivered to Tenant, then either party may at its sole expense, within thirty (30) days thereafter, request that a firm of independent certified public accountants mutually selected by Landlord and Tenant (“"Independent Review”") render to the parties an opinion as to whether or not the disputed item or items should have been included in the Operating Costs and/or Taxes for such year; and the opinion of such firm on such matter shall be conclusive and binding upon both parties, provided however, it shall be a further condition of Tenant’s 's right to conduct an Independent Review that the firm conducting the Independent Review shall not be retained upon the basis of all or a portion of its fees being contingent based upon the results of the Independent Review. Landlord and Tenant Xxxxxx agree that the firm’s 's opinion shall be confidential and shall not be disclosed to any other party whatsoever, provided, however, Tenant shall be permitted to CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK (***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. divulge the contents of such opinion in connection with any administrative or judicial proceedings in which Tenant is involved. In the event such Independent Review discloses that the amount due from Tenant was overstated in excess of three percent five (35%) percent on an annualized basis, Landlord shall bear the reasonable cost of such Independent Review. In all other cases, Tenant shall bear the cost of such Independent Review. Tenant’s Tenant employee(s), agents and ) or certified public accountants may examine the records of Landlord supporting the Taxes and Operating Cost Statement at Landlord’s 's or the Management Agent’s 's office during normal business hours within two forty-five (245) years days after the Taxes and Operating Statement is furnished. Unless Tenant takes written exception to any item within one ninety (190) year days after the furnishing of the Taxes and Operating Statement (which shall be noted on the item as “"paid under protest”"), such Statement shall be considered as final and accepted by TenantXxxxxx. Tenant shall promptly tender payment for any undisputed items and shall tender payment for any disputed items within ten (10I0) days after the resolution of any such dispute. E. In no event shall any rent adjustment result in a decrease of the Base Rent as set forth in the Lease Schedule. F. In the event of the termination of this Lease by expiration of the stated Term term or for any other cause or reason whatsoever prior to the determination of rental adjustment as hereinabove set forth, Tenant’s 's agreement to pay Additional Rent additional rental accrued up to the time of termination shall survive the expiration or termination of this the Lease.

Rent Adjustment Payment. A. Prior Sixty (60) days prior to the commencement of the Term, Landlord shall deliver to Tenant a written statement setting forth Landlord’s 's good faith estimate of Xxxxxx's Share of Taxes and Operating Costs (a “"Taxes and Operating Cost Statement”") for the remainder of the calendar year in which the Term commences. Thereafter, prior to January 1 of each subsequent calendar year, or from time to time during each subsequent calendar year, Landlord shall deliver an estimated Taxes and Operating Cost Statement pertaining to each such forthcoming calendar year. Commencing with on the first full calendar month to which an estimate applies of the Term and on the first day of each calendar month thereafter during the Term, Tenant shall pay one-twelfth (1/12th) of Tenant's Share of Taxes and Operating Costs as estimated by Landlord (prorated for any partial calendar month)Landlord. On or before the first day of June of Not less than once in each calendar year after the initial year of the Term, Landlord shall furnish to Tenant a written statement showing in reasonable detail actual Operating Costs and Taxes for the preceding year for which such statement is furnished and showing the amount, if any, of rental adjustment due for such year. Landlord shall use its best efforts to deliver such statement on or before March 31 of each year, but in no event later than June 1. B. On Subject to paragraph 6.D hereof, on the monthly rental payment date (the “"adjustment date”") next following Tenant’s 's receipt of each such annual statement, Tenant shall pay to Landlord as Additional Rent additional rent an amount equal to the sum of Taxes and Operating Costs the net aggregate rental adjustment shown on each such annual statement less the amount, if any, of the total estimated Additional Rent additional rent paid by Tenant during the preceding calendar year. C. In the event that any such settlement required above indicates that the total Additional Rent additional rent paid by Tenant during the preceding calendar year exceeds the actual Additional Rent or Tenant’s Share of the Additional Rent, as applicable, aggregate rental payable by Tenant for such calendar year, Landlord shall credit the amount of apply such excess against on any amounts of Additional Rent additional rent next falling due under this Lease as long as Tenant is not then in default of any of the terms and provisions of this Lease. Tenant shall not be entitled to a credit by reason of actual Operating Costs in any year , or upon expiration of the Lease Term being less than the Expense Stoppay any such amount to Tenant. D. The annual determination of Taxes and Operating Cost Statement shall be prepared in accordance with generally acceptable cash basis accounting principles. Tenant, Tenant using either its own employee employee(s) or its certified public accountant, accountant shall have the right to inspect at reasonable times and in a reasonable manner, at the Landlord’s office in the Phoenix metropolitan area's office, such of the Landlord’s 's books of account and records as pertain to or contain information concerning the items included in Operating Costs and Taxes for that year in order to verify the amounts thereof. Any and all information obtained through the Tenant’s 's inspection with respect to financial matters (including, without limitation, costs, expenses, income) and any and all other matters pertaining to the Landlord and/or the Riverwalk Project Property as well as any compromise, settlement settlement, or adjustment reached between Landlord and Tenant relative to the results of any such inspection shall be held in strict confidence by the Tenant and its officers, agents, and employees; and Tenant shall cause its certified public accountant and any of its officers, agents, and employees to be similarly bound. If Tenant shall dispute any item or items included in the Operating Costs or Taxes for such year, and such dispute is not resolved by the parties within ninety (90) days after such statement is delivered to Tenant, then either party may at its sole expense, within thirty (30) days thereafter, request that a firm of independent certified public accountants mutually selected by Landlord and Tenant (“"Independent Review”") render to the parties an opinion as to whether or not the disputed item or items should have been included in the Operating Costs and/or Taxes for such year; and the opinion of such firm on such matter shall be conclusive and binding upon both parties, provided however, it shall be a further condition of Tenant’s 's right to conduct an Independent Review that the firm conducting the Independent Review shall not be retained upon the basis of all or a portion of its fees being contingent based upon the results of the Independent Review. Landlord and Tenant Xxxxxx agree that the firm’s 's opinion shall be confidential and shall not be disclosed to any other party whatsoever, provided, however, Tenant shall be permitted to CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK (***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. divulge the contents of such opinion in connection with any administrative or judicial proceedings in which Tenant is involved. In the event such Independent Review discloses that the amount due from Tenant was overstated in excess of three percent five (35%) percent on an annualized basis, Landlord shall bear the reasonable cost of such Independent Review. In all other cases, Tenant shall bear the cost of such Independent Review. Tenant’s Tenant employee(s), agents and ) or certified public accountants may examine the records of Landlord supporting the Taxes and Operating Cost Statement at Landlord’s 's or the Management Agent’s 's office during normal business hours within two forty-five (245) years days after the Taxes and Operating Statement is furnished. Unless Tenant takes written exception to any item within one ninety (190) year days after the furnishing of the Taxes and Operating Statement (which shall be noted on the item as “"paid under protest”"), such Statement shall be considered as final and accepted by TenantXxxxxx. Tenant shall promptly tender payment for any undisputed items and shall tender payment for any disputed items within ten (10) days after the resolution of any such dispute. E. In no event shall any rent adjustment result in a decrease of the Base Rent as set forth in the Lease Schedule. F. In the event of the termination of this Lease by expiration of the stated Term term or for any other cause or reason whatsoever prior to the determination of rental adjustment as hereinabove set forth, Tenant’s Xxxxxx's agreement to pay Additional Rent additional rental accrued up to the time of termination termination, and Landlord's obligation to pay any sums to Tenant shall survive the expiration or termination of this the Lease.

Rent Adjustment Payment. A. Prior Sixty (60) days prior to the commencement of the second year of the Lease Term, Landlord shall deliver to Tenant a written statement setting forth Landlord’s 's good faith estimate of Xxxxxx's Share of Taxes and Property Operating Costs (a “"Taxes and Property Operating Cost Statement”") for the remainder of the calendar year in which the second year of the Lease Term commences. Thereafter, prior to January 1 of each subsequent calendar year, or from time to time during each subsequent calendar year, Landlord shall deliver an estimated Taxes and Property Operating Cost Statement pertaining to each such forthcoming calendar year. Commencing with on the first full calendar month to which an estimate applies of the second year of the Lease Term and on the first day of each calendar month thereafter during the Lease Term, Tenant shall pay one-twelfth (1/12th1/12TH) of Tenant's Share of Taxes and Property Operating Costs as estimated by Landlord (prorated for any partial calendar month)Landlord. On or before the first day of June of each calendar year after the initial second year of the Lease Term, Landlord shall furnish to Tenant a written statement showing in reasonable detail actual Property Operating Costs and Taxes for the preceding year for which such statement is furnished and showing the amount, if any, of rental adjustment due for such year. B. On the monthly rental payment date (the “"adjustment date”") next following Tenant’s 's receipt of each such annual statement, Tenant shall pay to Landlord as Additional Rent additional rent an amount equal to the sum of Taxes and Operating Costs the net aggregate rental adjustment shown on each such annual statement less the amount, if any, of the total estimated Additional Rent additional rent paid by Tenant during the preceding calendar year. C. In the event that any such settlement required above indicates that the total Additional Rent additional rent paid by Tenant during the preceding calendar year exceeds the actual Additional Rent or Tenant’s Share of the Additional Rent, as applicable, aggregate rental payable by Tenant for such calendar year, Landlord shall credit the amount of apply such excess against on any amounts of Additional Rent additional rent next falling due under this Lease as long as Tenant is not then in default of any of the terms and provisions of this Lease. Tenant shall not be entitled to a credit by reason of actual Operating Costs in any year of the Lease Term being less than the Expense Stop. D. The annual determination of Taxes and Property Operating Cost Statement shall be prepared in accordance with generally acceptable cash basis accounting principles. Tenant, Tenant using either its own employee employee(s) or its certified public accountant, accountant shall have the right to inspect at reasonable times and in a reasonable manner, at the Landlord’s office in the Phoenix metropolitan area's office, such of the Landlord’s 's books of account and records as pertain to or contain information concerning the items included in Property Operating Costs and Taxes for that year in order to verify the amounts thereof. Any and all information obtained through the Tenant’s 's inspection with respect to financial matters (including, without limitation, costs, expenses, income) and any and all other matters pertaining to the Landlord and/or the Riverwalk Project Property as well as any compromise, settlement settlement, or adjustment reached between Landlord and Tenant relative to the results of any such inspection shall be held in strict confidence by the Tenant and its officers, agents, and employees; and Tenant shall cause its certified public accountant and any of its officers, agents, and employees to be similarly bound. If Tenant shall dispute any item or items included in the Property Operating Costs or Taxes for such year, and such dispute is not resolved by the parties within ninety (90) days after such statement is delivered to Tenant, then either party may at its sole expense, within thirty (30) days thereafter, request that a firm of independent certified public accountants mutually selected by Landlord and Tenant (“"Independent Review”") render to the parties an opinion as to whether or not the disputed item or items should have been included in the Property Operating Costs and/or Taxes for such year; , and the opinion of such firm on such matter shall be conclusive and binding upon both parties, provided however, it shall be a further condition of Tenant’s 's right to conduct an Independent Review that the firm conducting the Independent Review shall not be retained upon the basis of all or a portion of its fees being contingent based upon the results of the Independent Review. Landlord and Tenant Xxxxxx agree that the firm’s 's opinion shall be confidential and shall not be disclosed to any other party whatsoever, provided, however, Tenant shall be permitted to CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK (***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. divulge the contents of such opinion in connection with any administrative or judicial proceedings in which Tenant is involved. In the event such Independent Review discloses that the amount due from Tenant was overstated in excess of three percent five (35%) percent on an annualized basis, Landlord shall bear the reasonable cost of such Independent Review. In all other cases, Tenant shall bear the cost of such Independent Review. Tenant’s Tenant employee(s), agents and ) or certified public accountants may examine the records of Landlord supporting the Taxes and Property Operating Cost Statement at Landlord’s 's or the Management Agent’s management agent's office during normal business hours within two forty-five (245) years days after the Taxes and Property Operating Statement is furnished. Unless Tenant takes written exception to any item within one ninety (190) year days after the furnishing of the Taxes and Property Operating Statement (which shall be noted on the item as “"paid under protest”"), such Statement shall be considered as final and accepted by TenantXxxxxx. Tenant shall promptly tender payment for any undisputed items and shall tender payment for any disputed items within ten (10) days after the resolution of any such dispute. E. In no event shall any rent adjustment result in a decrease of the Base Rent as set forth in the Lease Schedule. F. In the event of the termination of this Lease by expiration of the stated Term term or for any other cause or reason whatsoever prior to the determination of rental adjustment as hereinabove set forth, Tenant’s 's agreement to pay Additional Rent additional rental accrued up to the time of termination shall survive the expiration or termination of this the Lease.

Rent Adjustment Payment. A. Prior to the commencement of the Term, Landlord shall deliver to Tenant a written statement setting forth Landlord’s good faith estimate of Taxes and Operating Costs (a “Taxes and Operating Cost Statement”) for the remainder of the calendar year in which the Term commences. Thereafter, prior to January 1 of each subsequent calendar year, or from time to time during each subsequent calendar year, Landlord shall deliver an estimated Taxes and Operating Cost Statement pertaining to each such forthcoming calendar year. Commencing with the first month to which an estimate applies and on the first day of each calendar month thereafter during the Term, Tenant shall pay one-twelfth (1/12th) of Taxes and Operating Costs as estimated by Landlord (prorated for any partial calendar month). On or before the first day of June April of each calendar year after the initial year of the TermBase Year, Landlord LANDLORD shall endeavor to furnish to Tenant TENANT a written statement showing in reasonable detail actual Operating Costs OPERATING COSTS and Taxes TAXES for the Base Year and for the Comparison Year preceding the year for in which such statement is furnished and showing the amount, if any, of rental adjustment due from TENANT for such Comparison year. B. . On the monthly rental payment date (the “"adjustment date”") next following Tenant’s TENANT'S receipt of each such annual statement, Tenant TENANT shall pay to Landlord LANDLORD as Additional Rent additional rent an amount equal to the sum Sum of Taxes and Operating Costs (a) the "net rental adjustment" for the entire preceding calendar year (being the aggregate rental adjustment shown on each such annual statement less the amount, if any, of by which (i) the total estimated Additional Rent rent paid by Tenant TENANT during the preceding calendar year (including all adjustment to monthly rental as herein provided), exceeded (ii) the Base Rent and (b) one-twelfth (1/12th) of such "net rental adjustment" for the present calendar year multiplied by the number of monthly rental payment dates (including the adjustment date) having elapsed for such present calendar year. C. . Subsequent monthly rental payments shall thereafter be increased by one-twelfth (1/12th) of such "net rental adjustment". In the event that any such settlement required above indicates that the total Additional Rent additional rent paid by Tenant TENANT during the preceding calendar year exceeds the actual Additional Rent or Tenant’s Share of the Additional Rent, as applicable, aggregate rental payable by TENANT for such calendar yearyear pursuant to Section 6 and Section 7, Landlord LANDLORD shall credit the amount of apply such excess against on any amounts of Additional Rent additional rent next falling due under this Lease as long as Tenant TENANT is not then in default of any of the terms and provisions of this Lease. Tenant shall not be entitled to a credit by reason The annual determination and statement of actual Operating Costs in any year of the Lease Term being less than the Expense Stop. D. The Taxes TAXES and Operating Cost Statement OPERATING COSTS shall be prepared in accordance with generally acceptable cash basis accounting principles. TenantIn the event of any dispute as to any additional rental due hereunder, using either its own employee or its certified public accountant, TENANT shall have the right to inspect at reasonable times and in a reasonable manner, at Landlord’s office in the Phoenix metropolitan area, such of Landlord’s books of account and LANDLORD'S accounting records as pertain to or contain information concerning the items included in Operating Costs and Taxes for that year in order to verify the amounts thereof. Any and all information obtained through Tenant’s inspection with respect to financial matters (including, without limitation, costs, expenses, income) and any and all other matters pertaining to Landlord and/or the Riverwalk Project as well as any compromise, settlement or adjustment reached between Landlord and Tenant relative to the results of any such inspection shall be held in strict confidence by Tenant TAXES and its officers, agents, and employees; and Tenant shall cause its certified public accountant and any of its officers, agents, and employees to be similarly bound. If Tenant shall dispute any item or items included in the Operating Costs or Taxes for such year, and such dispute is not resolved by the parties within ninety (90) days after such statement is delivered to Tenant, then either party may OPERATING COSTS at its sole expense, within thirty (30) days thereafter, request that a firm of independent certified public accountants mutually selected by Landlord and Tenant (“Independent Review”) render to the parties an opinion as to whether or not the disputed item or items should have been included in the Operating Costs and/or Taxes for such year; and the opinion of such firm on such matter shall be conclusive and binding upon both parties, provided however, it shall be a further condition of Tenant’s right to conduct an Independent Review that the firm conducting the Independent Review shall not be retained upon the basis of all or a portion of its fees being contingent based upon the results of the Independent Review. Landlord and Tenant agree that the firm’s opinion shall be confidential and shall not be disclosed to any other party whatsoever, provided, however, Tenant shall be permitted to CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK (***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. divulge the contents of such opinion in connection with any administrative or judicial proceedings in which Tenant is involved. In the event such Independent Review discloses that the amount due from Tenant was overstated in excess of three percent (3%) on an annualized basis, Landlord shall bear the reasonable cost of such Independent Review. In all other cases, Tenant shall bear the cost of such Independent Review. Tenant’s employee(s), agents and certified public accountants may examine the records of Landlord supporting the Taxes and Operating Cost Statement at Landlord’s or the Management Agent’s LANDLORD's accounting office during normal business hours at any time within two sixty (260) years after the Taxes and Operating Statement is furnished. Unless Tenant takes written exception to any item within one (1) year after days following the furnishing by LANDLORD to TENANT of such statement. However, any such audit may not be limited to the preceding year. If such audit discloses an error in LANDLORD's computations to the detriment of TENANT by more than five (5%) percent of the Taxes and Operating Statement (which amount billed for a single year, then LANDLORD shall be noted on reimburse TENANT the item as “paid under protest”), reasonable costs of such Statement shall be considered as final and accepted by Tenantaudit. Tenant shall promptly tender payment for any undisputed items and shall tender payment for any disputed items within ten (10) days after the resolution of any such dispute. E. In no event shall any rent adjustment result in a decrease of the Base Rent as set forth in the Lease Schedule. F. Section 5 hereof. In the event of the termination of this Lease by expiration of the stated Term term or for any other cause or reason whatsoever prior to the determination of rental adjustment as hereinabove set forth, Tenant’s TENANT'S agreement to pay Additional Rent accrued additional rental up to the time of termination and LANDLORD's obligation to repay any overpayment shall survive the expiration or termination of the Lease. If the lease year of the term of this LeaseLease ends on any day other than the last day of December, any payment due to TENANT by reason of decrease in OPERATING COSTS or any payment due to LANDLORD by reason of any increase in OPERATING COSTS shall be prorated on the basis of which the number of days in such partial year bears to three hundred sixty-five (365).