Common use of Review of Operating Expenses Clause in Contracts

Review of Operating Expenses. So long as Tenant is not then in default of the Lease and Tenant has not received three (3) or more notices of events of default, and notwithstanding anything in the Lease to the contrary, Tenant shall have the right, at Tenant’s expense, once each year during the Lease term, after reasonable notice and at reasonable times, to inspect and photocopy Landlord’s accounting records at Landlord’s office in the event that Tenant maintains a reasonable good faith belief that such records are in error. Tenant shall not have the right to object to any increase in Excess Expenses from one year to the next which is due to any order received by Landlord after the Commencement Date from a governmental agency having jurisdiction over the property, or due to any increase in real estate taxes. If, after such inspection and photocopying, Tenant continues to dispute the amount of Tenant’s Excess Expenses, Tenant, or an agent designated by Tenant, shall be entitled, at Tenant’s expense, to audit and/or review Landlord’s records to determine the proper amount of Tenant’s Excess Expenses. Such audit and/or review shall be completed within six (6) months following Tenant’s receipt of Landlord’s annual statement reflecting Tenant’s Excess Expenses. If such audit or review reveals that Landlord has overcharged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse Tenant the amount of such overcharge. If the audit reveals that Tenant was undercharged, then within thirty (30) days after the results of the audit are made available to Tenant, Tenant shall reimburse Landlord the amount of such undercharge. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant’s Excess Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved. Tenant shall keep strictly confidential the audit, its objection to any increase in Excess Expenses, and the results of any audit which may be conducted pursuant to this provision and shall not disclose same to any person, including any former or present tenant of the Building, other than its professional advisers. Tenant shall cause its professional advisers and their respective employees, consultants and agents to strictly comply with the terms of this confidentiality provision. In addition to any other right or remedy which Landlord may have as a consequence of a breach of this confidentiality provision by Tenant or its advisers, Tenant’s audit rights under this paragraph shall be null and void.

Review of Operating Expenses. So long as Tenant is not then no Event of Default (as defined in default of the Lease and Tenant Article 17) has not received three (3) or more notices of events of defaultoccurred, and notwithstanding anything in the Lease to the contrarywhich remains uncured, Tenant Lessee shall have the right, at TenantLessee’s expenseown expenses (except as otherwise provided herein), once for a period of twelve (12) months following receipt of each year during Statement, and after paying Lessor in full the Lease term, after reasonable notice amount indicated due and at reasonable timesowing on said Statement, to inspect and photocopy Landlord’s accounting records inspect, at LandlordLessor’s office in the event that Tenant maintains a reasonable good faith belief that such during normal business hours, Lessor’s books and records are in error. Tenant shall not have the right to object to any increase in Excess Expenses from one year directly related to the next which is due to any order received by Landlord after Operating Expenses for the Commencement Date from a governmental agency having jurisdiction over preceding calendar year period in question and the property, Base Year (the “Inspection”). Lessee shall choose an independent firm or due to any increase in certified public accountant of national standing with commercial real estate taxesexperience (not being compensated on a contingency fee basis) to conduct the Inspection. If, after such inspection and photocopying, Tenant continues to dispute the amount of TenantLessee’s Excess Expenses, Tenant, or an agent designated by Tenant, shall be entitled, at Tenant’s expense, to audit and/or review Landlord’s records to determine the proper amount of Tenant’s Excess Expenses. Such audit and/or review Inspection shall be completed within six fifteen (615) months following Tenantbusiness days after the commencement thereof if such Inspection shall be done at Lessor’s receipt office. Otherwise, Lessee’s Inspection shall be completed within a reasonable period of Landlordtime after the commencement thereof with both parties cooperating to complete such Inspection within a commercially reasonable period of time. Lessee shall pay Lessor, within thirty (30) days of written demand and supporting documentation, Lessor’s annual statement reflecting Tenantinvoice for the photocopying of documents. A copy of the results of Lessee’s Excess Expenses. If such audit or review reveals that Landlord has overcharged Tenant, then Inspection shall be delivered to Lessor within thirty (30) days after Lessee’s completion of the results Inspection. Lessee shall be entitled to no more than one (1) Inspection per calendar year. If Lessee shall not have availed itself of such audit are Inspection, Lessee shall be deemed to have accepted as final and determinative the amounts shown on the Statement. If Lessee shall have availed itself of its right to inspect the books and records, and then disputes the accuracy of the information set forth in Lessor’s books and records with respect to the Statement, Lessee shall no later than twelve (12) months after receipt of the Statement (or its right to contest such charges shall be deemed waived) institute arbitration proceedings against Lessor in an arbitration proceeding governed by the rules of the American Arbitration Association to collect and recover any overpayments made available by Lessee, and Lessee shall, within ten (10) days of having instituted such arbitration proceeding, serve Lessor with a copy of the complaint filed in such proceeding. Lessee shall be precluded from contesting Operating Expenses and Lessor’s computations of the amounts payable by Lessor or Lessee pursuant to Landlordthis Article 4 unless an arbitration complaint is filed and served within the aforesaid periods of time. If Lessee institutes such arbitration proceedings, Landlord then the arbitrator shall reimburse Tenant have the power to, and shall inquire into and determine, not only whether or not Lessee was overcharged for any Excess Operating Expenses, but whether or not Lessee was undercharged for such Excess Operating Expenses. At the conclusion of the arbitration, the arbitrator shall issue a ruling as to what the Excess Operating Expenses should have been had Lessor strictly complied with the provisions of this Lease. If Lessor overcharged Lessee for Excess Operating Expenses, the amount of such overcharge. If the audit reveals that Tenant was undercharged, then overcharge shall be returned to Lessee within thirty (30) days after following the results conclusion of the audit are made available to Tenantarbitration. If the arbitrator determines that Lessee was undercharged for Excess Operating Expenses, Tenant Lessee shall reimburse Landlord pay the amount of such undercharge. Pending resolution of any such exceptions in undercharge to Lessor within thirty (30) days following the foregoing manner, Tenant shall continue paying Tenant’s Excess Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved. Tenant shall keep strictly confidential the audit, its objection to any increase in Excess Expenses, and the results of any audit which may be conducted pursuant to this provision and shall not disclose same to any person, including any former or present tenant issuance of the Buildingarbitration ruling. Should the arbitrator find errors in excess of five percent (5%) of the Statement, other than its professional advisers. Tenant shall cause its professional advisers and their respective employees, consultants and agents to strictly comply with the terms of this confidentiality provision. In addition to any other right or remedy which Landlord may have as a consequence of a breach of this confidentiality provision by Tenant or its advisers, Tenant’s audit rights under this paragraph then Lessor shall be null responsible for all reasonable fees and voidcosts incurred by Lessee with respect to the arbitration proceeding.

Review of Operating Expenses. So long as Tenant is not then in default of the Lease The books, records and Tenant has not received three (3) or more notices of events of defaultall information pertaining to High-Rise Operating Expenses, Low-Rise Operating Expenses and notwithstanding anything in the Lease to the contrary, Tenant Revised Operating Expenses shall have the right, at Tenant’s expense, once each year during the Lease term, after reasonable notice Year be reviewed to prepare a Year-End Statement pursuant to Section 4.6 and at reasonable times, to inspect and photocopy Landlord’s accounting records at Landlord’s office in the event that Tenant maintains a reasonable good faith belief that such records are in error. Tenant shall not have the right to object to any increase in Excess Expenses from one year to the next which is due to any order received by Landlord after the Commencement Date from a governmental agency having jurisdiction over the property, or due to any increase in real estate taxes. If, after such inspection and photocopying, Tenant continues to dispute the amount of Tenant’s Excess Expenses, Tenant, or an agent designated by Tenant, shall be entitled, at Tenant’s expense, to audit and/or review Landlord’s records to (if applicable) determine the proper amount of Tenant’s Excess 's and all other tenants' pro-rata shares, and which expenses shall be included in High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised Operating Expenses. Such audit and/or review shall be completed within six (6) months following At Tenant’s receipt option, Tenant may, upon reasonable prior notice during regular business hours, elect to perform an audit of Landlord’s annual statement reflecting books and records pertaining to the Project (“Independent Determination”); provided, however, that Tenant may only perform one audit per Calendar Year and cannot audit any Calendar Year previously audited by Tenant’s Excess . Such firm shall be instructed to review all appropriate leases, books and records, allocate costs and expenses to High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised Operating Expenses, as applicable, to the extent required by this Lease, and issue the appropriate estimated and actual Year-End Statement(s). The results of each Year-End Statement (pursuant to Section 4.6) shall be delivered simultaneously to Landlord and Tenant. If Tenant's audit shall disclose an overpayment or an underpayment of the High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised Operating Expenses, as applicable, for such audit or review reveals that Calendar Year covered by the Year-End Statement(s), then, unless Landlord has overcharged Tenant, then within thirty (30) days after disputes the results correctness of such audit are made available to Landlordaudit, Landlord Tenant shall reimburse Tenant pay the amount of such overcharge. If the audit reveals that Tenant was undercharged, then within thirty (30) days after the results of the audit are made available to Tenant, Tenant underpayment or shall reimburse Landlord be credited for the amount of such underchargeoverpayment, as the case may be. Pending resolution Any such audit shall be at Tenant's expense, provided, however, that if such audit shall disclose an overpayment by Tenant for any Calendar Year covered by the Year-End Statement(s) in excess of any four percent (4%), the costs of such exceptions in the foregoing manner, Tenant audit shall continue paying Tenant’s Excess Expenses in the amounts determined be paid by Landlord, subject to adjustment after any such exceptions are so resolved. Tenant shall keep strictly confidential the audit, its objection to any increase in Excess Expenses, and Landlord may dispute the results of any Tenant's audit which may be conducted pursuant by referring the dispute to this provision and shall not disclose same to any person, including any former or present tenant of the Building, other than its professional advisers. Tenant shall cause its professional advisers and their respective employees, consultants and agents to strictly comply binding arbitration in accordance with the terms of this confidentiality provision. In addition to any other right or remedy which Landlord may have as a consequence rules of a breach nationally recognized arbitration association (i.e., JAMS) within forty-five (45) days after receipt of this confidentiality provision by Tenant or Tenant's audit. If one party is solely successful in arbitration, the non-successful party shall bear the costs of arbitration; otherwise, such costs are to be divided equally between the parties. Each party shall bear its advisers, Tenant’s audit rights under this paragraph own attorney's fees and expenses. Landlord shall be null required to maintain records of all High-Rise Operating Expenses, Low-Rise Operating Expenses and voidRevised Operating Expenses for a period of no less than three (3) Years.

Review of Operating Expenses. So long as Tenant is not then in default shall have a period of the Lease and Tenant has not received three (3) ---------------------------- months following receipt of the Statement, within which to inspect through an authorized employee, agent, or more notices contractor of events Tenant, at Landlord's office during normal business hours, Landlord's books and records concerning Operating Expenses for the preceding calendar year period in question. Such inspection may only be done by an accounting firm which is generally considered to be one of default, and notwithstanding anything the ten largest accounting firms headquartered in the Lease to the contrary, Tenant shall have the right, at Tenant’s expense, once each year during the Lease term, after reasonable notice and at reasonable times, to inspect and photocopy Landlord’s accounting records at Landlord’s office in the event that Tenant maintains a reasonable good faith belief that such records are in errorUnited States. If Tenant shall not have availed itself of such inspection, Tenant shall be deemed to have accepted as final and determinative the amounts shown on the Statement. If Tenant shall have availed itself of its right to object to any increase inspect the books and records, and then disputes the accuracy of the information set forth in Excess Expenses from one year Landlord's books and records with respect to the next which is due to any order received by Landlord after the Commencement Date from a governmental agency having jurisdiction over the property, or due to any increase in real estate taxes. If, after such inspection and photocopyingStatement, Tenant continues shall nevertheless continue to dispute pay the amount amounts as required by the provisions of Tenant’s Excess Expensesthis Article III; provided however, Tenant, or an agent designated by Tenant, shall be entitled, at Tenant’s expense, to audit and/or review Landlord’s records to determine the proper amount of Tenant’s Excess Expenses. Such audit and/or review shall be completed within that no later than six (6) months following Tenant’s after receipt of the Statement, Tenant must (or its right to contest such charges shall be deemed waived) institute arbitration proceedings against Landlord in an arbitration proceeding governed by the rules of the American Arbitration Association to collect and recover any overpayments made by Tenant resulting from errors in the books and records of Landlord’s annual statement reflecting Tenant’s Excess Expenses; and provided further, that Tenant shall, within ten (10) days of filing of the complaint, serve Landlord with a copy of the complaint filed in any such proceeding. Tenant shall be precluded from contesting Operating Expenses and Landlord's computations of the amounts payable by Landlord or Tenant pursuant to this Article III, unless an arbitration complaint is filed and served within such six (6) month period. Should the arbitrator(s) in any such arbitration proceeding find errors in excess of ten percent (10%) of the Statement, then Landlord shall be responsible for all reasonable fees incurred by Tenant with respect to the arbitration proceeding including reasonable legal or accounting fees. Should the arbitrator(s) find errors of less than ten percent (10%) of the Statement, then Tenant shall be responsible for all the reasonable fees incurred by Landlord with respect to the arbitration proceeding. Should the arbitrator(s) find errors of between four percent (4%) and ten percent (10%) of the Statement, then each party shall be responsible for all fees incurred by it with respect to the arbitration proceeding. If Tenant institutes such audit or review reveals that Landlord has overcharged Tenantarbitration procedures, then the arbitrator(s) shall have the power to, and shall inquire into and determine, not only whether or not Tenant was overcharged for any Operating Expenses, but whether or not Tenant was undercharged for any excess Operating Expenses over the Allowance. At the conclusion of the arbitration, the arbitrator(s) shall issue a ruling as to what the excess Operating Expenses over the Allowance should have been had Landlord strictly complied with the provisions of this Lease. If Landlord overcharged Tenant for the excess Operating Expenses over the Allowance, the amount of the overcharge shall be returned to Tenant within thirty (30) days after following the results issuance of such audit are made available to Landlordthe arbitration ruling. If the arbitrator(s) determine(s) that Tenant was undercharged for the excess Operating Expenses over the Allowance, Landlord Tenant shall reimburse Tenant pay the amount of such overcharge. If the audit reveals that Tenant was undercharged, then undercharge to Landlord within thirty (30) days after following the results issuance of the audit are made available to Tenant, Tenant shall reimburse Landlord the amount of such undercharge. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant’s Excess Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved. Tenant shall keep strictly confidential the audit, its objection to any increase in Excess Expenses, and the results of any audit which may be conducted pursuant to this provision and shall not disclose same to any person, including any former or present tenant of the Building, other than its professional advisers. Tenant shall cause its professional advisers and their respective employees, consultants and agents to strictly comply with the terms of this confidentiality provision. In addition to any other right or remedy which Landlord may have as a consequence of a breach of this confidentiality provision by Tenant or its advisers, Tenant’s audit rights under this paragraph shall be null and voidarbitration ruling.

Review of Operating Expenses. So long as Tenant is not then in default of the Lease The books, records and Tenant has not received three (3) or more notices of events of defaultall information pertaining to High-Rise Operating Expenses, Low-Rise Operating Expenses and notwithstanding anything in the Lease to the contrary, Tenant Revised Operating Expenses shall have the right, at Tenant’s expense, once each year during the Lease term, after reasonable notice Year be reviewed to prepare a Year-End Statement pursuant to Section 4.6 and at reasonable times, to inspect and photocopy Landlord’s accounting records at Landlord’s office in the event that Tenant maintains a reasonable good faith belief that such records are in error. Tenant shall not have the right to object to any increase in Excess Expenses from one year to the next which is due to any order received by Landlord after the Commencement Date from a governmental agency having jurisdiction over the property, or due to any increase in real estate taxes. If, after such inspection and photocopying, Tenant continues to dispute the amount of Tenant’s Excess Expenses, Tenant, or an agent designated by Tenant, shall be entitled, at Tenant’s expense, to audit and/or review Landlord’s records to (if applicable) determine the proper amount of Tenant’s Excess and all other tenants’ pro-rata shares, and which expenses shall be included in High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised Operating Expenses. Such audit and/or review shall be completed within six (6) months following At Tenant’s receipt option, Tenant may, upon reasonable prior notice during regular business hours, elect to perform an audit of Landlord’s annual statement reflecting books and records pertaining to the Project (“Independent Determination”); provided, however, that Tenant may only perform one audit per Calendar Year and cannot audit any Calendar Year previously audited by Tenant. Such firm shall be instructed to review all appropriate leases, books and records, allocate costs and expenses to High-Rise Operating Expenses, Low-Rise Operating Expenses and Revised Operating Expenses, as applicable, to the extent required by this Lease, and issue the appropriate estimated and actual Year-End Statement(s). The results of each Year-End Statement (pursuant to Section 4.6) shall be delivered simultaneously to Landlord and Tenant. If Tenant’s Excess audit shall disclose an overpayment or an underpayment of the High-Rise Operating Expenses. If , Low-Rise Operating Expenses and Revised Operating Expenses, as applicable, for such audit or review reveals that Calendar Year covered by the Year-End Statement(s), then, unless Landlord has overcharged Tenant, then within thirty (30) days after disputes the results correctness of such audit are made available to Landlordaudit, Landlord Tenant shall reimburse Tenant pay the amount of such overcharge. If the audit reveals that Tenant was undercharged, then within thirty (30) days after the results of the audit are made available to Tenant, Tenant underpayment or shall reimburse Landlord be credited for the amount of such underchargeoverpayment, as the case may be. Pending resolution of any Any such exceptions in the foregoing manner, Tenant audit shall continue paying be at Tenant’s Excess Expenses expense, provided, however, that if such audit shall disclose an overpayment by Tenant for any Calendar Year covered by the Year-End Statement(s) in excess of four percent (4%), the amounts determined costs of such audit shall be paid by Landlord, subject to adjustment after any such exceptions are so resolved. Tenant shall keep strictly confidential the audit, its objection to any increase in Excess Expenses, and Landlord may dispute the results of any audit which may be conducted pursuant to this provision and shall not disclose same to any person, including any former or present tenant of the Building, other than its professional advisers. Tenant shall cause its professional advisers and their respective employees, consultants and agents to strictly comply with the terms of this confidentiality provision. In addition to any other right or remedy which Landlord may have as a consequence of a breach of this confidentiality provision by Tenant or its advisers, Tenant’s audit rights under this paragraph by referring the dispute to binding arbitration in accordance with the rules of a nationally recognized arbitration association (i.e., JAMS) within forty-five (45) days after receipt of Tenant’s audit. If one party is solely successful in arbitration, the non-successful party shall bear the costs of arbitration; otherwise, such costs are to be divided equally between the parties. Each party shall bear its own attorney’s fees and expenses. Landlord shall be null required to maintain records of all High-Rise Operating Expenses, Low-Rise Operating Expenses and voidRevised Operating Expenses for a period of no less than three (3) Years.

Review of Operating Expenses. So long As soon as is reasonably practical after each Operating Year, but no less than five (5) months after each Operating Year. Landlord shall provide Tenant is not then with a statement (a “Statement”) setting forth Tenant’s actual ultimate liability for its Proportionate Share of Operating Expenses for the subject Operating Year, including the reasonable details regarding the date, amount and payee, and purpose of each such payment made and attributed by Landlord as an Operating Expense. Additionally, said books and records shall be maintained in default accordance GAAP accounting and management practices. If Tenant disputes the amount of the Lease any given Operating Expense set forth in a given Statement, or otherwise believes (in its good faith determination) that one or more items included in Operating Expenses should have been excluded pursuant to Section 3.1.1.1 above, and Landlord and Tenant has not received three (3) or more notices of events of defaultfail to resolve any such dispute, and notwithstanding anything in the Lease to the contrary, then Tenant shall have the right, at Tenant’s expense, once each year during the Lease term, after reasonable notice and at reasonable times, to inspect and photocopy Landlord’s accounting records at Landlord’s office in the event that Tenant maintains a reasonable good faith belief that such records are in error. Tenant shall not have the right to object to any increase in Excess Expenses from one year to the next which is due to any order received by Landlord after the Commencement Date from a governmental agency having jurisdiction over the property, or due to any increase in real estate taxes. If, after such inspection and photocopying, Tenant continues to dispute the amount of Tenant’s Excess Expenses, Tenant, or an agent designated by Tenant, shall be entitled, at Tenant’s sole expense, to audit and/or review cause Landlord’s books and records with respect to determine the proper particular Operating Year that is the subject of that particular Statement then in question to be reviewed (the “Review”) by a certified public accountant mutually acceptable to Landlord and Tenant (the “Representative”), provided Tenant (i) is not currently in default under this Lease and fails to cure such default on a timely basis according the terms of the Lease and (ii) delivers written notice (an “Review Notice”) to Landlord within five (5) months after the date on which Landlord originally delivers the Statement in question to Tenant (such 5 month period, the “Response Period”). If Tenant fails to timely deliver a Review Notice with respect to a given Statement, then Tenant’s right to undertake a Review with respect to that Statement and the Operating Year to which that particular Statement relates shall automatically and irrevocably be waived. Any Statement shall be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct, at the end of the applicable Response Period, unless prior thereto, Tenant timely delivers a Review Notice with respect to the then-applicable Statement. If Tenant timely delivers a Review Notice, Tenant must commence such Review within sixty (60) days after the Review Notice is delivered to Landlord, and the Review must be complete within 90 days of date Landlord makes available all applicable Operating Expense books and records for Review. If Tenant fails, for any reason, to commence and complete the Review within such periods, the Statement that Tenant elected to Review shall be deemed final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. The Review shall take place at the offices of Landlord where its books and records are located, at a mutually convenient time during Landlord’s regular business hours. Before conducting the Review, Tenant must pay the full amount of Operating Expenses billed under the Statement then in question. Tenant hereby covenants and agrees that the Representative engaged by Tenant to conduct the Review shall be compensated on an hourly basis and shall not be compensated based upon a percentage of overcharges it discovers. If a Review is conducted in a timely manner, such Review shall be deemed final and binding upon Landlord and Tenant and shall, as between the parties, be conclusively deemed correct. If the results of the Review reveal any or all of (x) that the Tenant’s Excess Expenses. Such audit and/or review ultimate liability for Operating Expenses is in excess of the aggregate amount of Estimated Additional Rent actually paid by Tenant to Landlord during the Operating Year that is the subject of the Review; (y) that Tenant has otherwise paid for any Operating Expense for which Tenant is not responsible in accordance with the terms of this Lease, or (z) any items included in Operating Expenses for the Statement then under Review should have been excluded pursuant to Section 3.1.1.1, the appropriate adjustment shall be completed within six (6) months following Tenant’s receipt of Landlord’s annual statement reflecting Tenant’s Excess Expenses. If such audit or review reveals that made between Landlord has overcharged and Tenant, then and any payment required to be made by Landlord to Tenant shall be made within thirty (30) days after the results Representative’s determination. In no event shall this Lease be terminable nor shall Landlord be liable for damages based upon any disagreement regarding an adjustment of such audit are made available Operating Expenses. Notwithstanding anything to Landlordthe contrary in this Section or in this Lease, Landlord shall reimburse Tenant the amount of such overcharge. If the audit reveals if any Review determines that Tenant was undercharged, then within thirty charged more than five-percent (305%) days after the results of the audit are made available to Tenant, Operating Expenses for which Tenant shall reimburse Landlord the amount of such undercharge. Pending resolution of any such exceptions was actually responsible in the foregoing manner, Tenant shall continue paying Tenant’s Excess Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved. Tenant shall keep strictly confidential the audit, its objection to any increase in Excess Expenses, and the results of any audit which may be conducted pursuant to this provision and shall not disclose same to any person, including any former or present tenant of the Building, other than its professional advisers. Tenant shall cause its professional advisers and their respective employees, consultants and agents to strictly comply accordance with the terms of this confidentiality provision. In addition Agreement, then Landlord agrees to any other right or remedy which Landlord may have as a consequence pay the costs of a breach of this confidentiality provision the Review incurred by Tenant or its advisers, Tenant’s audit rights under this paragraph shall be null and void(including the charges/fees charged by the Representative).

Review of Operating Expenses. So long as Tenant is not then in default of the Lease and Tenant has not received three (3) or more notices of events of default, and notwithstanding anything in the Lease to the contrary, Tenant shall have the right, at Tenant’s expense, once each year during the Lease term, after reasonable notice and at reasonable times, to inspect and photocopy Landlord’s accounting records at Landlord’s office in the event that Tenant maintains a reasonable good faith belief that such records are in error. Tenant shall not have the right to object to any increase in Excess Expenses from one year to the next which is due to any order received by Landlord after the Commencement Date from a governmental agency having jurisdiction over the property, or due to any increase in real estate taxes. If, after such inspection and photocopying, Tenant continues to dispute the amount period of Tenant’s Excess Expenses, Tenant, or an agent designated by Tenant, shall be entitled, at Tenant’s expense, to audit and/or review Landlord’s records to determine the proper amount of Tenant’s Excess Expenses. Such audit and/or review shall be completed within six (6) months following Tenant’s receipt of each Statement, within which to inspect, at Landlord’s annual statement reflecting Tenant’s Excess 's office during normal business hours, Landlord's books and records concerning Operating Expenses for the preceding calendar year period in question. Such inspection may only be done by a certified public accountant. If Tenant shall not have availed itself of such inspection, Tenant shall be deemed to have accepted as final and determinative the amounts shown on the Statement. If Tenant shall have availed itself of its right to inspect the books and records, and then disputes the accuracy of the information set forth in Landlord's books and records with respect to the Statement, Tenant shall nevertheless continue to pay the amounts as required by the provisions of this Article 4; provided however, that no later than six (6) months after receipt of the Statement, Tenant must (or its right to contest such charges shall be deemed waived) institute arbitration proceedings against Landlord in an arbitration proceeding governed by the rules of the American Arbitration Association to collect and recover any overpayments made by Tenant resulting from errors in the books and records of Landlord; and provided further, that Tenant shall, within ten (10) days of filing of the complaint, serve Landlord with a copy of the complaint filed in any such proceeding. Tenant shall be precluded from contesting Operating Expenses and Landlord's computations of the amounts payable by Landlord or Tenant pursuant to this Article 4, unless an arbitration complaint is filed and served within such six (6) month period. Should the arbitrator find errors in excess of CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION of the Statement, then Landlord shall be responsible for all reasonable fees incurred by Tenant with respect to the arbitration proceeding. Should the arbitrator find errors of less than CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION but more than CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION of the Statement, then Tenant and Landlord shall each be responsible for one-half (1/2) of all fees incurred with respect to the arbitration proceeding. Should the arbitrator find errors of CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION or less of the Statement, then Tenant shall be responsible for all the reasonable fees incurred by Landlord with respect to the arbitration proceeding. If Tenant institutes such arbitration procedures, then the arbitrator shall have the power to, and shall inquire into and determine, not only whether or not Tenant was overcharged for any excesses of Operating Expenses over the Allowance, but whether or not Tenant was undercharged for such excesses of Operating Expenses. At the conclusion of the arbitration, the arbitrator shall issue a ruling as to what the excesses of Operating Expenses should have been had Landlord strictly complied with the provisions of this Lease. If such audit or review reveals that Landlord has overcharged TenantTenant for excesses of Operating Expenses, then the amount of the overcharge shall be returned to Tenant within thirty (30) days after following the results conclusion of such audit are made available to Landlordthe arbitration. If the arbitrator determines that Tenant was undercharged for excesses of Operating Expenses, Landlord Tenant shall reimburse Tenant pay the amount of such overcharge. If the audit reveals that Tenant was undercharged, then undercharge to Landlord within thirty (30) days after following the results issuance of the audit are made available to Tenant, Tenant shall reimburse Landlord the amount of such undercharge. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant’s Excess Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved. Tenant shall keep strictly confidential the audit, its objection to any increase in Excess Expenses, and the results of any audit which may be conducted pursuant to this provision and shall not disclose same to any person, including any former or present tenant of the Building, other than its professional advisers. Tenant shall cause its professional advisers and their respective employees, consultants and agents to strictly comply with the terms of this confidentiality provision. In addition to any other right or remedy which Landlord may have as a consequence of a breach of this confidentiality provision by Tenant or its advisers, Tenant’s audit rights under this paragraph shall be null and voidarbitration ruling.

Review of Operating Expenses. So long as Tenant is not then no Event of Default (as defined in default of the Lease and Tenant Article 17) has not received three (3) or more notices of events of defaultoccurred, and notwithstanding anything in the Lease to the contrarywhich remains uncured, Tenant Lessee shall have the right, at TenantLessee’s expenseown expenses, once for a period of one hundred eighty (180) days following receipt of each year during Statement, and after paying Lessor in full the Lease term, after reasonable notice amount indicated due and at reasonable timesowing on said Statement, to inspect and photocopy Landlord’s accounting records inspect, at LandlordLessor’s office in the event that Tenant maintains a reasonable good faith belief that such during normal business hours, Lessor’s books and records are in error. Tenant shall not have the right to object to any increase in Excess Expenses from one year directly related to the next which is due to any order received by Landlord after Operating Expenses for the Commencement Date from a governmental agency having jurisdiction over preceding calendar year period in question (the property, “Inspection”). Lessee shall choose an independent firm or due to any increase in certified public accountant of national standing with commercial real estate taxesexperience (not being compensated on a contingency fee basis) to conduct the Inspection. If, after such inspection and photocopying, Tenant continues to dispute the amount of TenantLessee’s Excess Expenses, Tenant, or an agent designated by Tenant, shall be entitled, at Tenant’s expense, to audit and/or review Landlord’s records to determine the proper amount of Tenant’s Excess Expenses. Such audit and/or review Inspection shall be completed within six ten (610) months following Tenantbusiness days after commencement thereof. Lessee agrees that any records reviewed or information obtained as part of the Inspection shall constitute confidential information of Lessor, which shall not be disclosed to anyone other than the accountants performing the Inspection, the principals of Lessee receiving said information, and their counsel and other representatives. Lessee shall cause the firm or accountant chosen by Lessee to conduct the Inspection to sign a confidentiality agreement to provide all records reviewed or information obtained remain at all times confidential information of the Lessor. Disclosure of such confidential information to any other person by either Lessee or Lessee’s receipt agent performing the Inspection may, at Lessor’s election, constitute a material breach of Landlordthis Lease. Lessee shall pay Lessor, on demand and as Additional Rent, Lessor’s annual statement reflecting Tenantinvoice for (i) the photocopying of documents; and (ii) any other reasonable expense of Lessor incidental to Lessee’s Excess ExpensesInspection. If such audit or review reveals that Landlord has overcharged Tenant, then A copy of the results of Lessee’s Inspection shall be delivered to Lessor within thirty (30) days after Lessee’s completion of the results Inspection. Lessee shall be entitled to no more than one (1) Inspection per calendar year. If Lessee shall not have availed itself of such audit are Inspection, Lessee shall be deemed to have accepted as final and determinative the amounts shown on the Statement. If Lessee shall have availed itself of its right to inspect the books and records, and then disputes the accuracy of the information set forth in Lessor’s books and records with respect to the Statement, Lessee shall no later than six (6) months after receipt of the Statement (or its right to contest such charges shall be deemed waived) institute arbitration proceedings against Lessor in an arbitration proceeding governed by the rules of the American Arbitration Association to collect and recover any overpayments made available by Lessee, and Lessee shall, within ten (10) days of having instituted such arbitration proceeding, serve Lessor with a copy of the complaint filed in such proceeding. Lessee shall be precluded from contesting Operating Expenses and Lessor’s computations of the amounts payable by Lessor or Lessee pursuant to Landlordthis Article 4 unless an arbitration complaint is filed and served within the aforesaid periods of time. If Lessee institutes such arbitration proceedings, Landlord then the arbitrator shall reimburse Tenant have the power to, and shall inquire into and determine, not only whether or not Lessee was overcharged for any Excess Operating Expenses, but whether or not Lessee was undercharged for such Excess Operating Expenses. At the conclusion of the arbitration, the arbitrator shall issue a ruling as to what the Excess Operating Expenses should have been had Lessor strictly complied with the provisions of this Lease. If Lessor overcharged Lessee for Excess Operating Expenses, the amount of such overcharge. If the audit reveals that Tenant was undercharged, then overcharge shall be returned to Lessee within thirty (30) days after following the results conclusion of the audit are made available to Tenantarbitration. If the arbitrator determines that Lessee was undercharged for Excess Operating Expenses, Tenant Lessee shall reimburse Landlord pay the amount of such undercharge. Pending resolution of any such exceptions in undercharge to Lessor within thirty (30) days following the foregoing manner, Tenant shall continue paying Tenant’s Excess Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved. Tenant shall keep strictly confidential the audit, its objection to any increase in Excess Expenses, and the results of any audit which may be conducted pursuant to this provision and shall not disclose same to any person, including any former or present tenant issuance of the Buildingarbitration ruling. Should the arbitrator find errors in excess of three percent (3%) of the Statement, other than its professional advisers. Tenant shall cause its professional advisers and their respective employees, consultants and agents to strictly comply with the terms of this confidentiality provision. In addition to any other right or remedy which Landlord may have as a consequence of a breach of this confidentiality provision by Tenant or its advisers, Tenant’s audit rights under this paragraph then Lessor shall be null responsible for all reasonable fees and voidcosts incurred by Lessee with respect to the arbitration proceeding. Should the arbitrator find errors below three percent (3%) of the Statement, then Lessee shall be responsible for all reasonable fees and costs incurred by Lessor with respect to the arbitration proceeding.

Review of Operating Expenses. So long as Tenant is not then in default of the Lease and Tenant has not received three (3) or more notices of events of default, and notwithstanding anything in the Lease to the contrary, Tenant Lessee shall have the righta period of sixty (60) days following receipt of each Statement, within which to inspect, at Tenant’s expenseLessor's office during normal business hours, once each Lessor's books and records concerning Operating Expenses for the preceding calendar year during period in question. Such inspection may only be done by an accounting firm which is mutually approved by Lessor and Lessee or Lessee may choose one person from among Lessee's Controller, Treasurer or Chief Financial Officer to conduct such inspection, provided that the Lease term, after reasonable notice and at reasonable times, to inspect and photocopy Landlord’s accounting records at Landlord’s office in the event that Tenant maintains person chosen by Lessee is a reasonable good faith belief that such records are in errorCertified Public Accountant. Tenant If Lessee shall not have availed itself of such inspection, Lessee shall be deemed to have accepted as final and determinative the amounts shown on the Statement. If Lessee shall have availed itself of its right to object to any increase inspect the books and records, and then disputes the accuracy of the information set forth in Excess Expenses from one year Lessor's books and records with respect to the next which is due Statement, Lessee shall nevertheless continue to any order received pay the amounts as required by Landlord after the Commencement Date from a governmental agency having jurisdiction over the propertyprovisions of this Article 4; provided, or due to any increase in real estate taxes. Ifhowever, after such inspection and photocopying, Tenant continues to dispute the amount of Tenant’s Excess Expenses, Tenant, or an agent designated by Tenant, shall be entitled, at Tenant’s expense, to audit and/or review Landlord’s records to determine the proper amount of Tenant’s Excess Expenses. Such audit and/or review shall be completed within that no later than six (6) months following Tenant’s after receipt of Landlord’s annual statement reflecting Tenant’s the Statement, Lessee must (or its right to contest such charges shall be deemed waived) institute arbitration proceedings against Lessor in an arbitration proceeding governed by the rules of the American Arbitration Association to collect and recover any overpayments made by Lessee resulting from errors in the books and records of Lessor; and provided further, that Lessee shall, within ten (10) days of filing of the complaint, serve Lessor with a copy of the complaint filed in any such proceeding. Lessee shall be precluded from contesting Operating Expenses and Lessor's computations of the amounts payable by Lessor or Lessee pursuant to this Article 4, unless an arbitration complaint is filed and served within such six (6) month period. Should the arbitrator find errors in excess of ten percent (10%) of the Statement, then Lessor shall be responsible for all reasonable fees and costs incurred by Lessee with respect to the arbitration proceeding. Should the arbitrator find errors of less than four percent (4%) of the Statement, then Lessee shall be responsible for all the reasonable fees and costs incurred by Lessor with respect to the arbitration proceeding. Should the arbitrator find errors of between four percent (4 %) and ten percent (10%) of the Statement, then each party shall be responsible for all fees and costs incurred by it with respect to the arbitration proceeding. If Lessee institutes such arbitration proceedings, then the arbitrator shall have the power to, and shall inquire into and determine, not only whether or not Lessee was overcharged for any Excess Operating Expenses, but whether or not Lessee was undercharged for such Excess Operating Expenses. At the conclusion of the arbitration, the arbitrator shall issue a ruling as to what the Excess Operating Expenses should have been had Lessor strictly complied with the provisions of this Lease. If such audit or review reveals that Landlord has Lessor overcharged TenantLessee for Excess Operating Expenses, then the amount of the overcharge shall be returned to Lessee within thirty (30) days after following the results conclusion of such audit are made available to Landlordthe arbitration. If the arbitrator determines that Lessee was undercharged for Excess Operating Expenses, Landlord Lessee shall reimburse Tenant pay the amount of such overcharge. If the audit reveals that Tenant was undercharged, then undercharge to Lessor within thirty (30) days after following the results issuance of the audit are made available to Tenant, Tenant shall reimburse Landlord the amount of such undercharge. Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant’s Excess Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved. Tenant shall keep strictly confidential the audit, its objection to any increase in Excess Expenses, and the results of any audit which may be conducted pursuant to this provision and shall not disclose same to any person, including any former or present tenant of the Building, other than its professional advisers. Tenant shall cause its professional advisers and their respective employees, consultants and agents to strictly comply with the terms of this confidentiality provision. In addition to any other right or remedy which Landlord may have as a consequence of a breach of this confidentiality provision by Tenant or its advisers, Tenant’s audit rights under this paragraph shall be null and voidarbitration ruling.

Review of Operating Expenses. So long as Tenant is not then no Event of Default (as defined in default of the Lease and Tenant Article 17) has not received three (3) or more notices of events of defaultoccurred, and notwithstanding anything in the Lease to the contrarywhich remains uncured, Tenant Lessee shall have the right, at TenantLessee’s expenseown expenses, once for a period of one (1) year following receipt of each year during Statement, and after paying Lessor in full the Lease term, after reasonable notice amount indicated due and at reasonable timesowing on said Statement, to inspect and photocopy Landlord’s accounting records inspect, at LandlordLessor’s office in the event that Tenant maintains a reasonable good faith belief that such during normal business hours, Lessor’s books and records are in error. Tenant shall not have the right to object to any increase in Excess Expenses from one year directly related to the next which is due to any order received by Landlord after Operating Expenses for the Commencement Date from a governmental agency having jurisdiction over calendar year period in question and the property, Base Year (the “Inspection”). Lessee shall choose an independent firm or due to any increase in certified public accountant of national standing with commercial real estate taxesexperience (not being compensated on a contingency fee basis) to conduct the Inspection. If, after such inspection and photocopying, Tenant continues to dispute the amount of TenantLessee’s Excess Expenses, Tenant, or an agent designated by Tenant, shall be entitled, at Tenant’s expense, to audit and/or review Landlord’s records to determine the proper amount of Tenant’s Excess Expenses. Such audit and/or review Inspection shall be completed within six twenty (620) months following Tenant’s business days after commencement thereof. Lessee agrees that any records reviewed or information obtained as part of the Inspection shall constitute confidential information of Lessor, which shall not be disclosed to anyone other than the accountants performing the Inspection and the principals and advisors of Lessee receiving said information. Lessee shall use commercially reasonable efforts to cause the firm or accountant chosen by Lessee to conduct the Inspection to sign a confidentiality agreement to provide all records reviewed or information obtained remain at all times confidential information of the Lessor. Lessee shall pay Lessor, within fifteen (15) business days after receipt of Landlordwritten demand and as Additional Rent, Lessor’s annual statement reflecting Tenantactual out-of-pocket costs for (i) the photocopying of documents requested by Lessee, and (ii) any other reasonable expense of Lessor incidental to Lessee’s Excess ExpensesInspection. If such audit or review reveals that Landlord has overcharged Tenant, then A copy of the results of Lessee’s Inspection shall be delivered to Lessor within thirty (30) days after Lessee’s completion of the results Inspection. Lessee shall be entitled to no more than one (1) Inspection per calendar year. If Lessee shall not have availed itself of such audit are Inspection, Lessee shall be deemed to have accepted as final and determinative the amounts shown on the Statement. If Lessee shall have availed itself of its right to inspect the books and records, and then disputes the accuracy of the information set forth in Lessor’s books and records with respect to the Statement, Lessee shall no later than one (1) year after receipt of the Statement (or its right to contest such charges shall be deemed waived) institute arbitration proceedings against Lessor in an arbitration proceeding governed by the rules of the American Arbitration Association to collect and recover any overpayments made available by Lessee, and Lessee shall, within ten (10) business days of having instituted such arbitration proceeding, serve Lessor with a copy of the complaint filed in such proceeding. Lessee shall be precluded from contesting Operating Expenses and Lessor’s computations of the amounts payable by Lessor or Lessee pursuant to Landlordthis Article 4 unless an arbitration complaint is filed and served within the aforesaid periods of time. If Lessee institutes such arbitration proceedings, Landlord then the arbitrator shall reimburse Tenant have the power to, and shall inquire into and determine, not only whether or not Lessee was overcharged for any Excess Operating Expenses, but whether or not Lessee was undercharged for such Excess Operating Expenses. At the conclusion of the arbitration, the arbitrator shall issue a ruling as to what the Excess Operating Expenses should have been had Lessor strictly complied with the provisions of this Lease. If Lessor overcharged Lessee for Excess Operating Expenses, the amount of such overcharge. If the audit reveals that Tenant was undercharged, then overcharge shall be returned to Lessee within thirty (30) days after following the results conclusion of the audit are made available to Tenantarbitration. If the arbitrator determines that Lessee was undercharged for Excess Operating Expenses, Tenant Lessee shall reimburse Landlord pay the amount of such undercharge. Pending resolution of any such exceptions in undercharge to Lessor within thirty (30) days following the foregoing manner, Tenant shall continue paying Tenant’s Excess Expenses in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved. Tenant shall keep strictly confidential the audit, its objection to any increase in Excess Expenses, and the results of any audit which may be conducted pursuant to this provision and shall not disclose same to any person, including any former or present tenant issuance of the Buildingarbitration ruling. Should the arbitrator find errors in excess of four percent (4%) of the Statement, other than its professional advisers. Tenant shall cause its professional advisers and their respective employees, consultants and agents to strictly comply with the terms of this confidentiality provision. In addition to any other right or remedy which Landlord may have as a consequence of a breach of this confidentiality provision by Tenant or its advisers, Tenant’s audit rights under this paragraph then Lessor shall be null responsible for all reasonable fees and voidcosts incurred by Lessee with respect to the arbitration proceeding.