Common use of Tenant Inspection Rights Clause in Contracts

Tenant Inspection Rights. During the twelve (12) month period after receipt of any Landlord’s Statement (the “Review Period”), Tenant may inspect and audit Landlord’s records relevant to the cost and expense items reflected in such Landlord’s Statement (a “Tenant Audit”) at the offices of Landlord’s management company or at another location mutually agreeable to Landlord and Tenant at a reasonable time mutually agreeable to Landlord and Tenant during Landlord’s usual business hours. Each Landlord’s Statement shall be conclusive and binding upon Tenant unless within the Review Period Tenant shall notify Landlord that it disputes the correctness of Landlord’s Statement, specifying the respects in which Landlord’s Statement is claimed to be incorrect. Tenant’s right to conduct any Tenant Audit shall be conditioned upon the following: (a) in no event shall any Tenant Audit be performed by a firm retained on a “contingency fee” basis; (b) the Tenant Audit shall be concluded no later than thirty (30) days after the end of the Review Period; (c) any Tenant Audit shall not unreasonably interfere with the conduct of Landlord’s business; (d) Tenant and its accounting firm shall treat any information gained in the course of any Tenant Audit in a confidential manner and shall each execute Landlord’s commercially reasonable confidentiality agreement for Landlord’s benefit prior to commencing any Tenant Audit, which agreement shall permit disclosure to Tenant’s employees, officers, directors, advisors, accountants, consultants, attorneys and lenders on a need-to-know basis; (e) Tenant’s accounting firm’s audit report shall, at no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the final approved audit report is delivered to Landlord, and Landlord shall have the right to point out errors or make suggestions with respect to such audit report, and any appropriate comments or clarifications by Landlord which are accepted by Tenant’s auditor shall be incorporated into the final audit report, it being the intention of the parties that Landlord’s right to review is intended to prevent errors and avoid the dispute resolution mechanism set forth in the following paragraph and not to unduly influence Tenant’s auditor in the preparation of the final audit report; and (f) the Tenant Audit shall be conducted by Tenant at its sole cost and expense unless the results of such Tenant Audit show that Landlord’s Statement overstated the amount of Operating Expenses owed by Tenant for the relevant billing period by more than five percent (5%) in which case Landlord shall be responsible for payment of such costs and expenses. If Tenant makes a timely exception within the Review Period, Tenant shall nonetheless pay the amount shown on the Landlord’s Statement in the manner prescribed in this Lease, without any prejudice to such exception, and any overpayments identified during any Tenant Audit, if any, shall be applied as a credit against the amount of Additional Rent owed by Tenant immediately following the Tenant Audit, except at the end of the Term, in which case, Landlord shall reimburse Tenant for any overpayment within thirty (30) days. Any dispute arising out of or relating to the results of a Tenant Audit shall be submitted to and determined in binding arbitration under the expedited Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted before and by a single arbitrator that is a certified public accountant with at least 10 years’ experience overseeing books and records for similar properties (a “Qualified Arbitrator”) selected by the parties. If the parties have not selected an arbitrator within thirty (30) days of written demand for arbitration, the Qualified Arbitrator shall be selected by the Boston office of the American Arbitration Association on application by either party. The parties agree that the arbitration hearing shall be held within thirty (30) business days following notification to the parties of the appointment of such arbitrator, and that the arbitration proceedings shall be concluded within thirty (30) business days following the first scheduled arbitration hearing. Each party shall bear all its own expenses of arbitration and shall bear equally the costs and expenses of the arbitrator. All arbitration proceedings shall be conducted in the City of Boston, Commonwealth of Massachusetts. Landlord and Tenant further agree that they will faithfully observe this agreement and rules, and that they will abide by and perform any award rendered by the arbitrator and that a judgment of the court having jurisdiction may be entered upon the award. The duty to arbitrate shall survive the cancellation or termination of this Lease.

Tenant Inspection Rights. During the twelve one hundred twenty (12) month 120)-day period after receipt of any Landlord’s Statement with respect to Operating Expenses and Taxes (the “Review Period”), Tenant may inspect and audit Landlord’s records relevant to the cost and expense items reflected in such Landlord’s Statement (a “Tenant Audit”) at the offices of Landlord’s management company or at another location mutually agreeable to Landlord and Tenant at a reasonable time mutually agreeable to Landlord and Tenant during Landlord’s usual business hours. Each Landlord’s Statement shall be conclusive and binding upon Tenant unless within the Review Period one hundred eighty (180) days after receipt of such Landlord’s Statement Tenant shall notify Landlord that it disputes the correctness of Landlord’s Statement, specifying the respects in which Landlord’s Statement is claimed to be incorrect. Tenant’s right to conduct any Tenant Audit shall be conditioned upon the following: (a) no Event of Default shall be ongoing at the time that Tenant seeks to conduct the Tenant Audit; (b) in no event shall any Tenant Audit be performed by a firm retained on a “contingency fee” basis; (bc) the Tenant Audit shall be concluded no later than thirty sixty (3060) days after the end of the Review PeriodLandlord first makes its records available to Tenant for inspection and audit; (cd) any Tenant Audit shall not unreasonably interfere with the conduct of Landlord’s business; (de) Tenant and its accounting firm shall treat any information gained in agent conducting the course of any Tenant Audit in a confidential manner and shall each execute Landlord’s a commercially reasonable confidentiality agreement for Landlord’s benefit prior to commencing any Tenant Audit, which agreement shall permit disclosure to Tenant’s employees, officers, directors, advisors, accountants, consultants, attorneys and lenders on a need-to-know basis; (ef) Tenant’s accounting firmagent’s audit report shall, at no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the final approved audit report is delivered to Landlord, and Landlord shall have the right to point out errors or make suggestions with respect to such audit report, and any appropriate comments or clarifications by Landlord which are accepted by Tenant’s auditor agent shall be incorporated into the final audit report, it being the intention of the parties that Landlord’s right to review is intended to prevent errors and avoid the dispute resolution mechanism set forth in the following paragraph below and not to unduly influence Tenant’s auditor agent in the preparation of the final audit report; (g) Tenant shall only be able to conduct one (1) Tenant Audit for each Lease Year during the Term; and (fh) the Tenant Audit shall be conducted by Tenant at its sole cost and expense unless the results of such Tenant Audit show that Landlord’s Statement overstated the amount of Operating Expenses and Taxes owed by Tenant for the relevant billing period covered by the Tenant Audit by more than five percent (5%) ), in which case Landlord shall be responsible for payment of such costs and expensesexpenses within thirty (30) days after receipt by Landlord of an invoice therefor. If Tenant makes a timely exception within the Review Periodobjection, Tenant shall nonetheless pay the amount shown on the Landlord’s Statement in the manner prescribed in this Lease, without any prejudice to such exceptionobjection, and however, any overpayments identified during any Tenant Audit, if any, shall be applied as a credit against the amount of Additional Rent owed by Tenant immediately following the completion of the Tenant Audit, except at the end of the Term, in which case, Landlord shall reimburse Tenant for any overpayment within thirty (30) days. Any dispute arising out of or relating to the results of a Tenant Audit shall be submitted to and determined in binding arbitration under the expedited Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted before and by a single arbitrator that is a certified public accountant with at least 10 years’ experience overseeing books and records for similar properties (a “Qualified Arbitrator”) selected by the parties. If the parties have not selected an arbitrator within thirty (30) days of written demand for arbitration, the Qualified Arbitrator shall be selected by the Boston office of the American Arbitration Association on application by either party. The parties agree that the arbitration hearing shall be held within thirty (30) business days following notification to the parties of the appointment of such arbitrator, and that the arbitration proceedings shall be concluded within thirty (30) business days following the first scheduled arbitration hearing. Each party shall bear all its own expenses of arbitration and shall bear equally the costs and expenses of the arbitrator. All arbitration proceedings shall be conducted in the City of Boston, Commonwealth of Massachusetts. Landlord and Tenant further agree that they will faithfully observe this agreement and rules, and that they will abide by and perform any award rendered by the arbitrator and that a judgment of the court having jurisdiction may be entered upon the award. The duty to arbitrate shall survive the cancellation or termination of this Lease.

Tenant Inspection Rights. During the twelve one hundred twenty (12120) month day period after receipt of any Landlord’s Statement (the “Review Period”), Tenant may obtain copies of tax bills and inspect and audit Landlord’s records relevant to the cost Taxes and expense items Operating Expenses reflected in such Landlord’s Statement (a “Tenant Audit”) at the offices of Landlord’s management company or at another location mutually agreeable to Landlord and Tenant at a reasonable time mutually agreeable to Landlord and Tenant during Landlord’s usual business hours, at Landlord’s or Landlord’s property manager’s offices in the continental United States. Each Landlord’s Statement shall be conclusive and binding upon Tenant unless within the Review Period one hundred twenty (120) days after receipt of such Landlord’s Statement Tenant shall notify Landlord that it disputes the correctness of Landlord’s Statement, specifying the respects in which Landlord’s Statement is claimed to be incorrect. Tenant’s right to conduct any Tenant Audit shall be conditioned upon the following: (a) no monetary or material non-monetary Event of Default shall be ongoing at the time that Tenant seeks to conduct the Tenant Audit; (b) in no event shall any Tenant Audit be performed by a firm retained on a “contingency fee” basis; (bc) the Tenant Audit shall be concluded no later than thirty sixty (3060) days after the end of the Review Period; (cd) any Tenant Audit shall not unreasonably interfere with the conduct of Landlord’s business; (de) Tenant and its accounting firm auditor, who shall be a qualified certified public accountant, shall treat any information gained in the course of any Tenant Audit in a confidential manner and shall each execute Landlord’s a commercially reasonable confidentiality agreement for Landlord’s benefit prior to commencing any Tenant Audit, which agreement shall permit disclosure to Tenant’s employees, officers, directors, advisors, accountants, consultants, attorneys and lenders on a need-to-know basis; (ef) Tenant’s accounting firm’s audit report shall, at no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the final approved audit report is delivered to Landlord, and Landlord shall have the right to point out errors or make suggestions with respect to such audit report, and any appropriate comments or clarifications by Landlord which are accepted by Tenant’s auditor shall be incorporated into the final audit report, it being the intention of the parties that Landlord’s right to review is intended to prevent errors and avoid the dispute EAST\126610515.10 resolution mechanism set forth in the following paragraph below and not to unduly influence Tenant’s auditor in the preparation of the final audit report; (g) Tenant shall only be able to conduct one (1) Tenant Audit during any calendar year, unless a Tenant Audit discloses an overcharge of five percent (5%) or more in any line item of Operating Expenses for that Expense Year, in which case Tenant shall have the right to review that same line item for the immediately two (2) prior Expense Years to see if the same error was made in such years, and if so an appropriate adjustment shall be made with respect to such prior years; and (fh) the Tenant Audit shall be conducted by Tenant at its sole cost and expense unless the results of such Tenant Audit show that Landlord’s Statement overstated the amount of Operating Expenses owed by Tenant for the relevant billing period by more than five percent (5%) in which case Landlord shall be responsible for payment of such reasonable costs and expenses. If Tenant makes a timely exception within the Review Period, Tenant shall nonetheless pay the amount shown on the Landlord’s Statement in the manner prescribed in this Lease, without any prejudice to such exception, and any overpayments identified during any Tenant Audit, if any, shall be applied as a credit by Tenant in full against the amount of Additional Rent owed by Tenant immediately following the Tenant Audit, except at the end of the Termsuch that Tenant is reimbursed as quickly as possible, in which case, Landlord shall reimburse or refunded to Tenant for any overpayment within thirty (30) days. Any dispute arising out of or relating to the results of a Tenant Audit shall be submitted to and determined in binding arbitration under the expedited Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted before and by a single arbitrator that is a certified public accountant with at least 10 years’ experience overseeing books and records for similar properties (a “Qualified Arbitrator”) selected by the parties. If the parties have not selected an arbitrator within thirty (30) days of written demand for arbitrationif the Lease has expired or terminated, the Qualified Arbitrator shall be selected by the Boston office of the American Arbitration Association on application by either party. The parties agree that the arbitration hearing shall be held within thirty (30) business days following notification with such Landlord obligation to the parties of the appointment of such arbitrator, and that the arbitration proceedings shall be concluded within thirty (30) business days following the first scheduled arbitration hearing. Each party shall bear all its own expenses of arbitration and shall bear equally the costs and expenses of the arbitrator. All arbitration proceedings shall be conducted in the City of Boston, Commonwealth of Massachusetts. Landlord and so refund to Tenant further agree that they will faithfully observe this agreement and rules, and that they will abide by and perform any award rendered by the arbitrator and that a judgment of the court having jurisdiction may be entered upon the award. The duty to arbitrate shall survive the cancellation or earlier termination of this Lease, or the Expiration Date of this Lease.

Tenant Inspection Rights. During the twelve sixty (12) month 60)-day period after receipt of any Landlord’s 's Statement (the “"Review Period”"), Tenant may inspect and audit Landlord’s 's records relevant to the cost and expense items reflected in such Landlord’s 's Statement (a “"Tenant Audit”") at the offices of Landlord’s management company or at another location mutually agreeable to Landlord and Tenant at a reasonable time mutually agreeable to Landlord and Tenant during Landlord’s 's usual business hourshours at the office of Xxxxxxxx's property manager. Each Landlord’s 's Statement shall be conclusive and binding upon Tenant unless within the Review Period sixty (60) days after receipt of such Landlord's Statement Tenant shall notify Landlord that it disputes the correctness of Landlord’s 's Statement, specifying the respects in which Landlord’s Xxxxxxxx's Statement is claimed to be incorrect. Tenant’s 's right to conduct any Tenant Audit shall be conditioned upon the following: (a) no Event of Default shall be ongoing at the time that Tenant seeks to conduct the Tenant Audit; (b) all Tenant Audits shall be conducted by a certified public accountant licensed to practice in the Commonwealth of Massachusetts and in no event shall any Tenant Audit be performed by a firm retained on a “"contingency fee” " basis; (bc) the Tenant Audit shall be concluded no later than thirty (30) days after the end of the Review Period; (c( d) any Tenant Audit shall not unreasonably umeasonably interfere with the conduct of Landlord’s 's business; (de) Tenant and its accounting firm shall treat any information gained in the course of any Tenant Audit in a confidential manner and shall each execute Landlord’s commercially reasonable 's confidentiality agreement for Landlord’s 's benefit prior to commencing any Tenant Audit, which agreement shall permit disclosure to Tenant’s employees, officers, directors, advisors, accountants, consultants, attorneys and lenders on a need-to-know basis; (ef) Tenant’s Xxxxxx's accounting firm’s 's audit report shall, at no charge to Landlord, be submitted in draft form for Landlord’s 's review and comment before the final approved audit report is delivered to Landlord, and Landlord shall have the right to point out errors or make suggestions with respect to such audit report, and any appropriate comments or clarifications by Landlord which are accepted by Tenant’s Xxxxxx's auditor shall be incorporated into the final audit report, it being the intention of the parties that Landlord’s 's right to review is intended to prevent errors and avoid the dispute resolution mechanism set forth in the following paragraph below and not to unduly influence Tenant’s 's auditor in the preparation of the final audit report; (g) Tenant shall only be able to conduct one (1) Tenant Audit during the Term; and (fh) the Tenant Audit shall be conducted by Tenant at its sole cost and expense unless the results of such Tenant Audit show that Landlord’s 's Statement overstated the amount of Operating Expenses owed by Tenant for the relevant billing period by more than five percent (5%) in which case Landlord shall be responsible for payment of such reasonable, out-of­ pocket costs and expensesexpenses related to the Tenant Audit. If Tenant Xxxxxx makes a timely exception within the Review Period, Tenant shall nonetheless pay the amount shown on the Landlord’s 's Statement in the manner prescribed in this Lease, without any prejudice to such exception, and any overpayments identified during any Tenant Audit, if any, shall be applied as a credit against the amount of Additional Rent owed by Tenant immediately following the Tenant Audit, except at the end of the Term, in which case, Landlord shall reimburse Tenant for any overpayment within thirty (30) days. Any dispute arising out of or relating to the results of a Tenant Audit shall be submitted to and determined in binding arbitration under the expedited Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted before and by a single arbitrator that is a certified public accountant with at least 10 years’ experience overseeing books and records for similar properties (a “Qualified Arbitrator”) selected by the parties. If the parties have not selected an arbitrator within thirty (30) days of written demand for arbitration, the Qualified Arbitrator shall be selected by the Boston office of the American Arbitration Association on application by either party. The parties agree that the arbitration hearing shall be held within thirty (30) business days following notification to the parties of the appointment of such arbitrator, and that the arbitration proceedings shall be concluded within thirty (30) business days following the first scheduled arbitration hearing. Each party shall bear all its own expenses of arbitration and shall bear equally the costs and expenses of the arbitrator. All arbitration proceedings shall be conducted in the City of Boston, Commonwealth of Massachusetts. Landlord and Tenant further agree that they will faithfully observe this agreement and rules, and that they will abide by and perform any award rendered by the arbitrator and that a judgment of the court having jurisdiction may be entered upon the award. The duty to arbitrate shall survive the cancellation or termination of this Lease.5 .5

Tenant Inspection Rights. During the twelve sixty (12) month 60)-day period after receipt of any Landlord’s 's Statement (the “"Review Period”"), Tenant may inspect and audit Landlord’s 's records relevant to the cost and expense items reflected in such Landlord’s 's Statement (a “Tenant Audit”) at the offices of Landlord’s management company or at another location mutually agreeable to Landlord and Tenant at a reasonable time mutually agreeable to Landlord and Tenant during Landlord’s 's usual business hours. Each Landlord’s 's Statement shall be conclusive and binding upon Tenant unless within the Review Period sixty (60) days after receipt of such Landlord's Statement Tenant shall notify Landlord that it disputes the correctness of Landlord’s 's Statement, specifying the respects in which Landlord’s 's Statement is claimed to be incorrect. Tenant’s right to conduct any Tenant Audit shall be conditioned upon the following: (a) no monetary Event of Default shall be ongoing at the time that Tenant seeks to conduct the Tenant Audit; (b) in no event shall any Tenant Audit be performed by a firm retained on a “contingency fee” basis; (bc) the Tenant Audit shall be concluded no later than thirty (30) days after the end of the Review Period; (cd) any Tenant Audit shall not unreasonably interfere with the conduct of Landlord’s business; (de) Tenant and its accounting firm shall treat any information gained in the course of any Tenant Audit in a confidential manner and shall each execute Landlord’s commercially reasonable confidentiality agreement for Landlord’s benefit prior to commencing any Tenant Audit, which agreement shall permit disclosure to Tenant’s employees, officers, directors, advisors, accountants, consultants, attorneys and lenders on a need-to-know basis; (ef) Tenant’s accounting firm’s audit report shall, at no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the final approved audit report is delivered to Landlord, and Landlord shall have the right to point out errors or make suggestions with respect to such audit report, and any appropriate comments or clarifications by Landlord which are accepted by Tenant’s auditor shall be incorporated into the final audit report, it being the intention of the parties that Landlord’s right to review is intended to prevent errors and avoid the dispute resolution mechanism set forth in the following paragraph below and not to unduly influence Tenant’s auditor in the preparation of the final audit report; and (fg) the Tenant Audit shall be conducted by Tenant at its sole cost and expense unless the results of such Tenant Audit show that Landlord’s Statement overstated the amount of Operating Expenses owed by Tenant for the relevant billing period by more than five percent (5%) in which case Landlord shall be responsible for payment of such costs and expenses. If Tenant makes a timely exception within the Review Period, Tenant shall nonetheless pay the amount shown on the Landlord’s Statement in the manner prescribed in this Lease, without any prejudice to such exception, and any overpayments identified during any Tenant Audit, if any, shall be applied as a credit against the amount of Additional Rent owed by Tenant immediately following the Tenant Audit, except at the end of the Term, in which case, Landlord shall reimburse Tenant for any overpayment within thirty (30) days. Any dispute arising out of or relating to the results of a Tenant Audit shall be submitted to and determined in binding arbitration under the expedited Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted before and by a single arbitrator that is a certified public accountant with at least 10 years’ experience overseeing books and records for similar properties (a “Qualified Arbitrator”) selected by the parties. If the parties have not selected an arbitrator within thirty (30) days of written demand for arbitration, the Qualified Arbitrator shall be selected by the Boston office of the American Arbitration Association on application by either party. The parties agree that the arbitration hearing shall be held within thirty (30) business days following notification to the parties of the appointment of such arbitrator, and that the arbitration proceedings shall be concluded within thirty (30) business days following the first scheduled arbitration hearing. Each party shall bear all its own expenses of arbitration and shall bear equally the costs and expenses of the arbitrator. All arbitration proceedings shall be conducted in the City of Boston, Commonwealth of Massachusetts. Landlord and Tenant further agree that they will faithfully observe this agreement and rules, and that they will abide by and perform any award rendered by the arbitrator and that a judgment of the court having jurisdiction may be entered upon the award. The duty to arbitrate shall survive the cancellation or termination of this Lease.

Tenant Inspection Rights. During the twelve sixty (12) month 60)-day period after receipt of any Landlord’s 's Statement (the “"Review Period”"), Tenant may inspect and audit Landlord’s 's records relevant to the cost and expense items reflected in such Landlord’s 's Statement (a “Tenant Audit”) at the offices of Landlord’s management company or at another location mutually agreeable to Landlord and Tenant at a reasonable time mutually agreeable to Landlord and Tenant during Landlord’s 's usual business hours. Each Landlord’s 's Statement shall be conclusive and binding upon Tenant unless within the Review Period sixty (60) days after receipt of such Landlord's Statement Tenant shall notify Landlord in writing that it disputes the correctness of Landlord’s 's Statement, specifying the respects in which Landlord’s 's Statement is claimed to be incorrect. Tenant’s right to conduct any Tenant Audit shall be conditioned upon the following: (a) no Event of Default shall be ongoing at the time that Tenant seeks to conduct the Tenant Audit; (b) in no event shall any Tenant Audit be performed by a firm retained on a “contingency fee” basis; (bc) the Tenant Audit shall be concluded no later than thirty (30) days after the end of the Review Period; (cd) any Tenant Audit shall not unreasonably interfere with the conduct of Landlord’s business; (de) Tenant and its accounting firm shall treat any information gained in the course of any Tenant Audit in a confidential manner and shall each execute Landlord’s commercially reasonable confidentiality agreement for Landlord’s benefit prior to commencing any Tenant Audit, which agreement shall permit disclosure to Tenant’s employees, officers, directors, advisors, accountants, consultants, attorneys and lenders on a need-to-know basis; (ef) Tenant’s accounting firm’s audit report shall, at no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the final approved audit report is delivered to Landlord, and Landlord shall have the right to point out errors or make suggestions with respect to such audit report, and any appropriate comments or clarifications by Landlord which are accepted by Tenant’s auditor shall be incorporated into the final audit report, it being the intention of the parties that Landlord’s right to review is intended to prevent errors and avoid the dispute resolution mechanism set forth in the following paragraph below (if any) and not to unduly influence Tenant’s auditor in the preparation of the final audit report; (g) Tenant shall only be able to conduct one (1) Tenant Audit during the Term; and (fh) the Tenant Audit shall be conducted by Tenant at its sole cost and expense unless the results of such Tenant Audit show that Landlord’s Statement overstated the amount of Operating Expenses owed by Tenant for the relevant billing period by more than five percent (5%) in which case Landlord shall be responsible for payment of such costs and expensesexpenses up to a maximum of $2,500.00 per each Tenant Audit. If Tenant makes a timely exception within the Review Period, Tenant shall nonetheless pay the amount shown on the Landlord’s Statement in the manner prescribed in this Lease, without any prejudice to such exception, and any overpayments identified during any Tenant Audit, if any, shall be applied as a credit against the amount of Additional Rent owed by Tenant immediately following the Tenant Audit, except at the end of the Term, in which case, Landlord shall reimburse Tenant for any overpayment within thirty (30) days. Any dispute arising out of or relating to the results of a Tenant Audit shall be submitted to and determined in binding arbitration under the expedited Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted before and by a single arbitrator that is a certified public accountant with at least 10 years’ experience overseeing books and records for similar properties (a “Qualified Arbitrator”) selected by the parties. If the parties have not selected an arbitrator within thirty (30) days of written demand for arbitration, the Qualified Arbitrator shall be selected by the Boston office of the American Arbitration Association on application by either party. The parties agree that the arbitration hearing shall be held within thirty (30) business days following notification to the parties of the appointment of such arbitrator, and that the arbitration proceedings shall be concluded within thirty (30) business days following the first scheduled arbitration hearing. Each party shall bear all its own expenses of arbitration and shall bear equally the costs and expenses of the arbitrator. All arbitration proceedings shall be conducted in the City of Boston, Commonwealth of Massachusetts. Landlord and Tenant further agree that they will faithfully observe this agreement and rules, and that they will abide by and perform any award rendered by the arbitrator and that a judgment of the court having jurisdiction may be entered upon the award. The duty to arbitrate shall survive the cancellation or termination of this Lease.

Tenant Inspection Rights. During the twelve (12) month period after receipt of any Landlord’s Statement (the “Review Period”), Tenant may inspect and audit Landlord’s records relevant to the cost and expense items reflected in such Landlord’s Statement (a “Tenant Audit”) at the offices of Landlord’s management company or at another location mutually agreeable to Landlord and Tenant at a reasonable time mutually agreeable to Landlord and Tenant during Landlord’s usual business hours. Each Landlord’s Statement shall be conclusive and binding upon Tenant unless within the Review Period six (6) months after receipt of such Landlord’s Statement Tenant shall notify Landlord that it disputes the correctness of Landlord’s Statement, specifying the respects in which Landlord’s Statement is claimed to be incorrect. Tenant’s right to conduct any Tenant Audit shall be conditioned upon the following: (a) no Event of Default shall be ongoing at the time that Tenant seeks to conduct the Tenant Audit; (b) in no event shall any Tenant Audit be performed by a firm retained on a “contingency fee” basis; (bc) the Tenant Audit shall be concluded no later than thirty (30) days after the end of the Review Period; (cd) any Tenant Audit shall not unreasonably interfere with the conduct of Landlord’s business; (de) Tenant and its accounting firm shall treat any information gained in the course of any Tenant Audit in a confidential manner and shall each execute Landlord’s commercially reasonable confidentiality agreement for Landlord’s benefit prior to commencing any Tenant Audit, which agreement shall permit disclosure to Tenant’s employees, officers, directors, advisors, accountants, consultants, attorneys and lenders on a need-to-know basis; (ef) Tenant’s accounting firm’s audit report shall, at no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the final approved audit report is delivered to Landlord, and Landlord shall have the right to point out errors or make suggestions with respect to such audit report, and any appropriate comments or clarifications by Landlord which are accepted by Tenant’s auditor shall be incorporated into the final audit report, it being the intention of the parties that Landlord’s right to review is intended to prevent errors and avoid the dispute resolution mechanism set forth in the following paragraph and not to unduly influence Tenant’s auditor in the preparation of the final audit report; and (fg) the Tenant Audit shall be conducted by Tenant at its sole cost and expense unless the results of such Tenant Audit show that Landlord’s Statement overstated the amount of Operating Expenses owed by Tenant for the relevant billing period by more than five percent (5%) in which case Landlord shall be responsible for payment of such costs and expenses. If Tenant makes a timely exception within the Review Period, Tenant shall nonetheless pay the amount shown on the Landlord’s Statement in the manner prescribed in this Lease, without any prejudice to such exception, and any overpayments identified during any Tenant Audit, if any, shall be applied as a credit against the amount of Additional Rent owed by Tenant immediately following the Tenant Audit, except at the end of the Term, in which case, Landlord shall reimburse Tenant for any overpayment within thirty (30) days. Any dispute arising out of or relating to the results of a Tenant Audit shall be submitted to and determined in binding arbitration under the expedited Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted before and by a single arbitrator that is a certified public accountant with at least 10 years’ experience overseeing books and records for similar properties (a “Qualified Arbitrator”) selected by the parties. If the parties have not selected an arbitrator within thirty (30) days of written demand for arbitration, the Qualified Arbitrator shall be selected by the Boston office of the American Arbitration Association on application by either party. The parties agree that the arbitration hearing shall be held within thirty (30) business days following notification to the parties of the appointment of such arbitrator, and that the arbitration proceedings shall be concluded within thirty (30) business days following the first scheduled arbitration hearing. Each party shall bear all its own expenses of arbitration and shall bear equally the costs and expenses of the arbitrator. All arbitration proceedings shall be conducted in the City of Boston, Commonwealth of Massachusetts. Landlord and Tenant further agree that they will faithfully observe this agreement and rules, and that they will abide by and perform any award rendered by the arbitrator and that a judgment of the court having jurisdiction may be entered upon the award. The duty to arbitrate shall survive the cancellation or termination of this Lease.

Tenant Inspection Rights. During the twelve three (123) month period after receipt of any Landlord’s Statement (the “Review Period”), Tenant may inspect and audit Landlord’s records relevant to the cost and expense items reflected in such Landlord’s Statement (a “Tenant Audit”) at the offices of Landlord’s management company or at another location mutually agreeable to Landlord and Tenant at a reasonable time mutually agreeable to Landlord and Tenant during Landlord’s usual business hours. Each Landlord’s Statement shall be conclusive and binding upon Tenant unless within the Review Period six (6) months after receipt of such Landlord’s Statement Tenant shall notify Landlord that it disputes the correctness of Landlord’s Statement, specifying the respects in which Landlord’s Statement is claimed to be incorrect. Tenant’s right to conduct any Tenant Audit shall be conditioned upon the following: (a) in no event shall any Tenant Audit be performed by a firm retained on a “contingency fee” basis; (b) the Tenant Audit shall be concluded no later than thirty (30) days after the end of the Review Period; (c) any Tenant Audit shall not unreasonably interfere with the conduct of Landlord’s business; (d) Tenant and its accounting firm shall treat any information gained in the course of any Tenant Audit in a confidential manner and shall each execute Landlord’s commercially reasonable confidentiality agreement for Landlord’s benefit prior to commencing any Tenant Audit, which agreement shall permit disclosure to Tenant’s employees, officers, directors, advisors, accountants, consultants, attorneys and lenders on a need-to-know basis; (e) Tenant’s accounting firm’s audit report shall, at no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the final approved audit report is delivered to Landlord, and Landlord shall have the right to point out errors or make suggestions with respect to such audit report, and any appropriate comments or clarifications by Landlord which are accepted by Tenant’s auditor shall be incorporated into the final audit report, it being the intention of the parties that Landlord’s right to review is intended to prevent errors and avoid the dispute resolution mechanism set forth in the following paragraph and not to unduly influence Tenant’s auditor in the preparation of the final audit report; (f) Tenant shall only be able to conduct three (3) Tenant Audits during the Term; and (fg) the Tenant Audit shall be conducted by Tenant at its sole cost and expense unless the results of such Tenant Audit show that Landlord’s Statement overstated the amount of Operating Expenses owed by Tenant for the relevant billing period by more than five percent (5%) in which case Landlord shall be responsible for payment of such costs and expenses. If Tenant makes a timely exception within the Review Period, Tenant shall nonetheless pay the amount shown on the Landlord’s Statement in the manner prescribed in this Lease, without any prejudice to such exception, and any overpayments identified during any Tenant Audit, if any, shall be applied as a credit against the amount of Additional Rent owed by Tenant immediately following the Tenant Audit, except at the end of the Term, in which case, Landlord shall reimburse Tenant for any overpayment within thirty (30) days. Any dispute arising out of or relating to the results of a Tenant Audit shall be submitted to and determined in binding arbitration under the expedited Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted before and by a single arbitrator that is a certified public accountant with at least 10 years’ experience overseeing books and records for similar properties (a “Qualified Arbitrator”) selected by the parties. If the parties have not selected an arbitrator within thirty (30) days of written demand for arbitration, the Qualified Arbitrator shall be selected by the Boston office of the American Arbitration Association on application by either party. The parties agree that the arbitration hearing shall be held within thirty (30) business days following notification to the parties of the appointment of such arbitrator, and that the arbitration proceedings shall be concluded within thirty (30) business days following the first scheduled arbitration hearing. Each party shall bear all its own expenses of arbitration and shall bear equally the costs and expenses of the arbitrator. All arbitration proceedings shall be conducted in the City of Boston, Commonwealth of Massachusetts. Landlord and Tenant further agree that they will faithfully observe this agreement and rules, and that they will abide by and perform any award rendered by the arbitrator and that a judgment of the court having jurisdiction may be entered upon the award. The duty to arbitrate shall survive the cancellation or termination of this Lease.