Common use of Tenant’s Inspection and Audit Rights Clause in Contracts

Tenant’s Inspection and Audit Rights. If (i) Tenant is not in default in the performance of any of its obligations under this Lease beyond any applicable period for cure, and if (ii) Tenant disputes Landlord’s determination of the actual amount of Expenses or Tenant’s Share of Expenses for any calendar year, and if (iii) Tenant delivers to Landlord written notice of the dispute within 60 days after Landlord’s delivery of the statement of such amount under Section 3.5, then Tenant at Tenant’s sole cost and expense (except as otherwise provided herein), upon prior written notice and during regular business hours at the location where Landlord or its Property Manager maintains the applicable records may cause a qualified financial officer or qualified accountant reasonably acceptable to Landlord to audit Landlord’s records relating to the disputed amounts. Tenant’s objection to Landlord’s determination of Expenses or Tenant’s Share of Expenses shall be deemed withdrawn unless Tenant completes and delivers the audit to Landlord within 90 days after the date Tenant delivers its dispute notice to Landlord under this section, provided Landlord reasonably cooperates with the scheduling and conducting of the audit. If the audit shows that the amount Landlord charged Tenant for Tenant’s Share of Expenses was greater than the amount this Article 3 obligates Tenant to pay, then, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant within 10 days after Landlord receives a copy of the audit report. If the audit shows that the amount Landlord charged Tenant for Tenant’s Share of Expenses was less than the amount this Article 3 obligates Tenant to pay, then Tenant will pay to Landlord within 10 days as Additional Rent the difference between the amount Tenant paid and the amount determined in the audit. Pending resolution of any audit under this section, Tenant will continue to pay to Landlord the estimated amounts of Tenant’s Share of Expenses in accordance with Sections 3.3 and 3.4. If Tenant’s audit and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined by this Section 3.6 by more than 8%, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.00. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the limited purpose this section describes and for Tenant’s own account.

Tenant’s Inspection and Audit Rights. If (i) Tenant is not in default in the performance under this Lease, Tenant (but not any subtenant or assignee except for a Permitted Transferee who has assumed all of any of its Tenant’s obligations under this Lease beyond any applicable period for cureLease), at its sole cost and if (ii) Tenant disputes expense may audit Landlord’s determination records relating to Operating Costs for the year covered by any Reconciliation Statement. The audit shall be limited solely to confirming that the Operating Costs charged to Tenant are consistent with the terms of this Lease. The audit must be performed by a nationally or regionally recognized certified public accountant reasonably acceptable to Landlord and no portion of the actual amount auditor’s compensation shall be based directly or indirectly upon a percentage of Expenses the savings found or Tenant’s Share the results of Expenses for any calendar year, and if (iii) the audit. Tenant delivers must deliver written notice to Landlord written notice of the dispute within 60 one hundred twenty (120) days after Landlord’s delivery of the statement of such amount under Section 3.5, then Tenant at Tenant’s sole cost and expense (except as otherwise provided herein), upon prior written notice and Reconciliation Statement. The audit shall take place during regular business hours at a time reasonably acceptable to Landlord at the location office where Landlord or its Property Manager property manager maintains the applicable records, but the Landlord shall promptly on request furnish the auditor with electronic copies of any records may cause a qualified financial officer or qualified accountant reasonably acceptable requested by the auditor (provided that the auditor agrees to Landlord to audit Landlord’s destroy such electronic records relating to upon completion of the disputed amountsaudit). Tenant’s objection to Landlord’s determination of Expenses or Tenant’s Share of Expenses Operating Costs shall be deemed withdrawn unless Tenant completes and delivers the audit to Landlord within 90 one hundred twenty (120) days after the date Tenant delivers its dispute notice to Landlord, provided that such period shall be extended on a day for day basis if Landlord delays in providing access to the records necessary to complete the audit. Landlord shall have a reasonable opportunity to meet with Tenant’s auditor to explain its calculation of Operating Costs. If Tenant’s auditor believes that it has found errors or overcharges, Tenant shall provide a full and complete copy of the audit to Landlord and shall advise Landlord in writing of the claimed errors and overcharges with specific reference to the relevant Lease provisions disqualifying such expenses. If Landlord and the auditor do not agree on proper treatment of the contested costs, Landlord shall engage its own auditor to review the findings of Tenant’s auditor and Landlord’s books and records. The two (2) auditors and the parties shall then meet to resolve any difference between the audits. If the parties have not reached agreement within two (2) weeks thereafter, then the auditors shall together select a third auditor (who is not affiliated with and who does not perform services for either party or their affiliates) to whom they shall each promptly submit their explanations of the basis of their opinion. Within two (2) weeks after receipt of such explanations, the third auditor shall determine the final treatment of the contested items which shall be binding on both parties. The cost of the third auditor shall be split between the parties. The auditor shall not have the authority to review any other items of Operating Costs. If the final audit results show that the amount Landlord charged Tenant was greater than the amount Tenant is obligated to pay, Landlord will credit the overpayment to the next Rent due under this section, provided Landlord reasonably cooperates with Lease or shall refund the scheduling and conducting of the auditexcess to Tenant if this Lease has terminated. If the audit shows that the amount Landlord charged Tenant for Tenant’s Share of Expenses was greater than the amount this Article 3 obligates Tenant to pay, then, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant within 10 days after Landlord receives a copy of the audit report. If the audit shows that the amount Landlord charged Tenant for Tenant’s Share of Expenses Operating Costs was less than the amount this Article 3 obligates Tenant is obligated to pay, then Tenant will pay to Landlord within 10 days as Additional Rent the difference between the amount Tenant paid and the amount determined in the auditaudit within thirty (30) days after it receives the final audit results. Pending resolution of any audit under this sectionSection, Tenant will continue to pay to Landlord the estimated amounts of Tenant’s Share of Expenses in accordance with Sections 3.3 Operating Costs as billed by Landlord. Tenant and 3.4. If Tenant’s audit auditors and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined by this Section 3.6 by more than 8%, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.00. Tenant must accountants will keep all information it obtains obtained in any audit strictly confidential and may only use such information for the limited purpose this section Section describes and for Tenant’s own account.

Tenant’s Inspection and Audit Rights. If (i) Tenant is not in default in the performance of any of its obligations under this Lease beyond any applicable period for curecure period, and if (ii) Tenant disputes Landlord’s 's determination of the actual amount of Expenses or Tenant’s 's Share of Expenses for any calendar year, and if (iii) Tenant delivers to Landlord written notice of the dispute within 60 days after Landlord’s 's delivery of the statement of such amount under Section 3.5, then Tenant at Tenant’s 's sole cost and expense (except as otherwise provided herein)expense, upon prior written notice and during regular business hours at the location where Landlord or its Property Manager maintains the applicable records may cause a qualified financial officer or qualified accountant reasonably acceptable to Landlord to audit Landlord’s 's records relating to the disputed amounts. Tenant’s 's objection to Landlord’s 's determination of Expenses or Tenant’s 's Share of Expenses shall be deemed withdrawn unless Tenant completes and delivers the audit to Landlord within 90 days after the date Tenant delivers its dispute notice to Landlord under this section, provided Landlord reasonably cooperates with the scheduling and conducting of the auditSection. If the audit shows that the amount Landlord charged Tenant for Tenant’s 's Share of Expenses was greater than the amount this Article 3 obligates Tenant to pay, then, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant within 10 days after Landlord receives a copy of the audit report. If the audit shows that the amount Landlord charged Tenant for Tenant’s 's Share of Expenses was less than the amount this Article 3 obligates Tenant to pay, then Tenant will pay to Landlord within 10 days as Additional Rent the difference between the amount Tenant paid and the amount determined in the audit. Pending resolution of any audit under this sectionSection, Tenant will continue to pay to Landlord the estimated amounts of Tenant’s 's Share of Expenses in accordance with Sections 3.3 and 3.4. If Tenant’s audit and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined by this Section 3.6 by more than 8%, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.00. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the limited purpose this section describes and for Tenant’s 's own account.

Tenant’s Inspection and Audit Rights. If (i) Tenant is not in default in the performance of any of its obligations under this Lease beyond any applicable period for cure, and if (ii) Tenant disputes LandlordMaster Lessor’s determination of the actual amount of Excess Expenses or Tenant’s 's Share of Excess Expenses for any calendar year, and if provided that (iiia) no Event of Default exists under this Lease, and (b) Tenant delivers to Landlord written notice of the dispute within 60 thirty (30) days after LandlordMaster Lessor’s delivery of the statement of such amount under Section 3.5, then Tenant (but not any subtenant or assignee) may within twelve (12) months after the end of such calendar year, at Tenant’s its sole cost and expense (except as otherwise provided herein)expense, upon prior written notice and during regular business hours Business Hours at a time and place reasonably acceptable to Landlord in the City (which may be the location where Landlord Master Lessor or its Property Manager maintains the applicable records may records), cause a qualified financial officer or qualified certified public accountant reasonably acceptable to Landlord Master Lessor who shall not be compensated on a contingent fee basis or a qualified employee of Tenant to audit Landlord’s Master Lessor's records relating to the disputed amounts. Tenant’s 's objection to LandlordMaster Lessor’s determination of Excess Expenses or Tenant’s 's Share of Excess Expenses shall be is deemed withdrawn unless Tenant completes and delivers the audit report to Landlord within 90 sixty (60) days after the date Tenant delivers its dispute notice to Landlord under this section, provided Landlord reasonably cooperates with the scheduling and conducting of the audit. If the Tenant's audit report shows that the amount Landlord charged Tenant for Tenant’s 's Share of Excess Expenses was greater than the amount this Article 3 obligates Tenant to pay, then, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant, together with interest on the excess amount at the Maximum Rate (computed from the date Tenant delivers its dispute notice to Landlord) within 10 thirty (30) days after Landlord receives a copy of the audit report. If the audit report shows that the amount Landlord charged Tenant for Tenant’s 's Share of Excess Expenses was less than the amount this Article 3 obligates Tenant to pay, then Tenant will pay to Landlord within 10 days Landlord, as Additional Rent Rent, the difference between the amount Tenant paid and the amount determined in the audit, together with interest on the difference at the Maximum Rate (computed from the date Tenant delivers its dispute notice to Landlord). Pending resolution of any audit under this section, Tenant will continue to pay to Landlord the estimated amounts of Tenant’s 's Share of Excess Expenses in accordance with Sections 3.3 and 3.4. If Tenant’s audit and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined by this Section 3.6 by more than 8%, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.00. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the limited purpose this section describes and for Tenant’s 's own account.

Tenant’s Inspection and Audit Rights. If (i) Tenant is not in default in the performance of any of its obligations under this Lease beyond any applicable period for cure, and if (ii) Tenant disputes desires to audit Landlord’s 's determination of the actual amount of Expenses or Tenant’s 's Share of Excess Property Expenses for any calendar year, and if (iii) Tenant delivers must deliver to Landlord written notice of the dispute Tenant's election to audit within 60 90 days after Landlord’s 's delivery of the statement of such amount under Section 3.53.4, which notice will identify with reasonable specificity those items which are in dispute. If such notice is timely delivered, and provided that no Event of Default then exists under this Lease, Tenant (but not any subtenant) may, at Tenant’s 's sole cost and expense (except as otherwise provided herein)expense, upon prior written notice and during regular business hours at the location where Landlord or its Property Manager maintains the applicable records may cause a qualified financial officer or qualified certified public accountant reasonably acceptable to Landlord to audit Landlord’s 's records relating to such amounts on a non-contingent basis. Such audit will take place during regular business hours at a time and place reasonably acceptable to Landlord (which may be the disputed amountslocation where Landlord or Property Manager maintains the applicable records). Tenant’s objection 's election to audit Landlord’s 's determination of Expenses or Tenant’s 's Share of Excess Property Expenses shall be is deemed withdrawn unless Tenant completes and delivers the audit report to Landlord within 90 120 days after the date Tenant delivers its dispute notice of election to audit to Landlord under this section, provided Landlord reasonably cooperates with the scheduling and conducting of the audit. If the audit report shows that the amount Landlord charged Tenant for Tenant’s 's Share of Excess Property Expenses was greater than the amount this Article 3 obligates Tenant to pay, then, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant, together with interest on the excess amount (computed at 10% per annum from the date Tenant delivers its dispute notice to Landlord), within 10 30 days after Landlord receives a copy of the audit report. In addition, if the excess amount payable to Tenant under the immediately preceding sentence is greater than $20,000, then Landlord will, within 30 days of receipt of written request accompanied by documentation reasonably satisfactory to Landlord, reimburse Tenant for the reasonable actual out-of-pocket costs incurred by Tenant in connection with the audit (not to exceed $7,000). If the audit report shows that the amount Landlord charged Tenant for Tenant’s 's Share of Excess Property Expenses was less than the amount this Article 3 obligates Tenant to pay, then Tenant will pay to Landlord within 10 days Landlord, as Additional Rent Rent, the difference between the amount Tenant paid and the amount determined in the audit. Pending resolution of any audit under this section, Tenant will continue to pay to Landlord the all estimated amounts of Tenant’s 's Share of Excess Property Expenses in accordance with Sections 3.3 and 3.4. If Tenant’s audit and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined by this Section 3.6 by more than 8%, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.003.3. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the limited purpose this section describes and for Tenant’s 's own account.

Tenant’s Inspection and Audit Rights. If (i) Tenant is not in default in the performance of any of its obligations Obligations under this Lease beyond any applicable period for curecure period, and if (ii) Tenant disputes Landlord’s 's determination of the actual amount of Operating Expenses or Tenant’s 's Share of Operating Expenses for any calendar year, year and if (iii) Tenant delivers to Landlord written notice of the dispute within 60 30 days after Landlord’s 's delivery of the statement of such amount under Section 3.5, then Tenant (but not any subtenant), at Tenant’s its sole cost and expense (except as otherwise provided herein)expense, upon prior written notice and during regular business hours at a time and place reasonably acceptable to Landlord (which may be the location where Landlord or its Property Manager maintains the applicable records records), may cause a qualified financial officer or qualified certified public accountant reasonably acceptable to Landlord to audit Landlord’s 's records relating to the disputed amounts. Tenant’s 's objection to Landlord’s 's determination of Operating Expenses or Tenant’s 's Share of Operating Expenses shall be is deemed withdrawn unless Tenant completes and delivers the audit to Landlord within 90 60 days after the date Tenant delivers its dispute notice to Landlord under this section, provided Landlord reasonably cooperates with the scheduling and conducting of the audit. If the audit shows that the amount Landlord charged Tenant for Tenant’s 's Share of Operating Expenses was greater than the amount this Article 3 obligates Tenant to pay, then, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant, together with interest on the excess amount at the Maximum Rate (computed from the date Tenant delivers its dispute notice to Landlord) within 10 days after Landlord receives a copy of the audit report. If the audit shows that the amount Landlord charged Tenant for Tenant’s Share of Expenses was less than the amount this Article 3 obligates Tenant to pay, then Tenant will pay to Landlord within 10 days as Additional Rent the difference between the amount Tenant paid and the amount determined in the audit. Pending resolution of any audit under this section, Tenant will continue to pay to Landlord the estimated amounts of Tenant’s Share of Expenses in accordance with Sections 3.3 and 3.4. If Tenant’s audit and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined by this Section 3.6 by more than 8%, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.00. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the limited purpose this section describes and for Tenant’s own account.shows

Tenant’s Inspection and Audit Rights. If (i) Tenant is not in default in the performance of any of its obligations under this Lease beyond any applicable period for cure, and if (ii) Tenant disputes Landlord’s 's determination of the actual amount of Excess Expenses or Tenant’s 's Share of Excess Expenses for any calendar year, and if provided that (iiia) no Event of Default exists under this Lease, and (b) Tenant delivers to Landlord written notice of the dispute within 60 30 days after Landlord’s delivery 's deliver of the statement of such amount under Section 3.5, then Tenant (but not any subtenant or assignee) may, at Tenant’s its sole cost and expense (except as otherwise provided herein)expense, upon prior written notice and during regular business hours at ~ time and place reasonably acceptable to landlord (which may be the location where Landlord or its Property Manager maintains the applicable records may records), cause a qualified financial officer or qualified certified public accountant reasonably acceptable to Landlord landlord to audit Landlord’s 's records relating to the disputed amounts. amounts Tenant’s 's objection to Landlord’s 's determination of Excess Expenses or Tenant’s 's Share of Excess Expenses shall be is deemed withdrawn unless Tenant completes and delivers the audit to Landlord within 90 60 days after the date Tenant delivers its dispute notice to Landlord under this sectionSection, provided Landlord reasonably cooperates with the scheduling and conducting of the audit. If the audit shows that the amount Landlord charged Tenant for Tenant’s 's Share of Excess Expenses was greater than the amount this Article 3 obligates Tenant to pay, then, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant, together with interest on the excess amount at the Maximum Rate (computed from the date Tenant delivers its dispute notice to landlord) within 10 days after Landlord landlord receives a copy of the audit report. If the audit shows that the amount Landlord charged Tenant for Tenant’s 's Share of Excess Expenses was less than the amount this Article 3 obligates Tenant to pay, then Tenant will pay to Landlord within 10 days Landlord, as Additional Rent Rent, the difference between the amount Tenant paid and the amount determined in the audit. , together with interest on the difference at the Maximum Rate (computed from the date Tenant delivers its dispute notice to Landlord) Pending resolution of any audit under this sectionSection, Tenant will continue to pay to Landlord the estimated amounts of Tenant’s 's Share of Excess Expenses in accordance with Sections 3.3 3 and 3.4. If Tenant’s audit and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined by this Section 3.6 by more than 8%, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.00. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the limited purpose this section Section describes and for Tenant’s 's own account.

Tenant’s Inspection and Audit Rights. If (i) Tenant is not in default in the performance of any of its obligations under this Lease beyond any applicable period for cure, and if (ii) Tenant disputes desires to audit Landlord’s determination of the actual amount of Expenses or Tenant’s Share of Property Expenses for any calendar year, and if (iii) Tenant delivers must deliver to Landlord written notice of the dispute Tenant’s election to audit within 60 30 days after Landlord’s delivery of the statement of such amount under Section 3.54.4. If such notice is timely delivered, and provided that no default then exists under this Lease, then Tenant (but not any subtenant or assignee) may, at Tenant’s sole cost and expense (except as otherwise provided herein)expense, upon prior written notice and during regular business hours at the location where Landlord or its Property Manager maintains the applicable records may cause a qualified financial officer or qualified certified public accountant reasonably acceptable to Landlord to audit Landlord’s records relating to such amounts on a non-contingent basis. Such audit will take place during regular business hours at a time and place reasonably acceptable to Landlord (which may be the disputed amountslocation where Landlord maintains the applicable records). Tenant’s objection election to audit Landlord’s determination of Expenses or Tenant’s Share of Property Expenses shall be is deemed withdrawn unless Tenant completes and delivers the audit report to Landlord within 90 60 days after the date Tenant delivers its dispute notice of election to audit to Landlord under this section, provided Landlord reasonably cooperates with the scheduling and conducting of the audit. If the audit report shows that the amount Landlord charged Tenant for Tenant’s Share of Property Expenses was greater than the amount this Article 3 Section 4 obligates Tenant to pay, then, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant, together with interest on the excess amount (computed at 10% per annum from the date Tenant delivers its dispute notice to Landlord) within 10 30 days after Landlord receives a copy of the audit report. If the audit report shows that the amount Landlord charged Tenant for Tenant’s Share of Property Expenses was less than the amount this Article 3 Section 4 obligates Tenant to pay, then Tenant will pay to Landlord within 10 days Landlord, as Additional Rent Rent, the difference between the amount Tenant paid and the amount determined in the audit. Pending resolution of any audit under this section, Tenant will continue to pay to Landlord the all estimated amounts of Tenant’s Share of Property Expenses in accordance with Sections 3.3 and 3.4. If Tenant’s audit and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined by this Section 3.6 by more than 8%, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.004.3. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the limited purpose this section describes and for Tenant’s own account.

Tenant’s Inspection and Audit Rights. If (ia) Tenant is not in default in the performance no uncured Event of any of its obligations Default exists under this Lease beyond any applicable period for cureLease, and if (iib) Tenant disputes Landlord’s determination of the actual amount of Expenses or Tenant’s Share of Expenses for any calendar year, and if (iiic) Tenant delivers to Landlord written notice of the dispute within 60 90 days after Landlord’s delivery of the statement of such amount under Section 3.54,5, then Tenant (but not any subtenant or assignee), at Tenant’s its sole cost and expense (except as otherwise provided herein)expense, upon prior written notice and during regular business hours at a lime and place in the Denver, Colorado metropolitan area reasonably acceptable to Landlord (which may be the location where Landlord or its Property Manager maintains the applicable records may cause a qualified financial officer or qualified certified public accountant reasonably acceptable to Landlord to audit Landlord’s records relating to the disputed amountsamounts and produce a report detailing the results of the audit. Tenant’s objection to Landlord’s determination of Expenses or Tenant’s Share of Expenses shall be is deemed withdrawn unless Tenant completes and delivers a copy of the audit to report io Landlord within 90 60 days after the date Tenant delivers its dispute notice to Landlord under this section, provided Landlord reasonably cooperates with the scheduling and conducting of the auditSection. If the audit report shows that the amount Landlord charged Tenant for Tenant’s Share of Expenses was greater than the amount this Article 3 4 obligates Tenant to pay, then, unless Landlord reasonably contests the auditresults the audit report describes, Landlord will refund the excess amount to Tenant, together with interest on the excess amount at the Maximum Rate (computed from the date Tenant delivers its dispute notice to Landlord) within 10 days after Landlord receives a copy of the audit report. If the audit report shows that the amount Landlord charged Tenant for Tenant’s Share of Expenses was less greater than the amount this Article 3 4 obligates Tenant to pay, then Tenant Tenant, within 30 days after receiving the audit report, will pay to Landlord within 10 days Landlord, as Additional Rent Rent, the difference between the amount Tenant paid and the amount determined stated in the auditaudit report. Pending resolution of any audit under this sectionSection, Tenant will continue to pay to Landlord the estimated amounts of Tenant’s Share of Expenses in accordance with Sections 3.3 4,3 and 3.4. If Tenant’s audit and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined by this Section 3.6 by more than 8%, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.004.4. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the limited purpose this section Section 4.6 describes and for Tenant’s own account.

Tenant’s Inspection and Audit Rights. If (i) Tenant is not in default in the performance of any of its obligations under this Lease beyond any applicable period for cureLease, and if (ii) Tenant disputes Landlord’s determination of the actual amount of Expenses or Tenant’s Share of Expenses for any calendar year, year and if (iii) Tenant delivers to Landlord written notice of the dispute within 60 sixty (60) days after Landlord’s delivery of the statement of such amount under Section 3.5, then Tenant (but not any subtenant or assignee), at Tenant’s its sole cost and expense (except as otherwise provided herein)expense, upon prior written notice and during regular business hours at a time and place reasonably acceptable to Landlord (which may be the location where Landlord or its Property Manager maintains the applicable records records), may cause a qualified financial officer or qualified certified public accountant reasonably acceptable to Landlord to audit Landlord’s records relating to the disputed amounts. Tenant’s objection to Landlord’s determination of Expenses or Tenant’s Share of Expenses shall be is deemed withdrawn unless Tenant completes and delivers the audit to Landlord within 90 (sixty) 60 days after the date Tenant delivers its dispute notice to Landlord under this section, provided Landlord reasonably cooperates with the scheduling and conducting of the audit. If the audit shows that the amount Landlord charged Tenant for Tenant’s Share of Expenses was greater than the amount this Article 3 obligates Tenant to pay, then, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant, together with interest on the excess amount at the Maximum Rate (computed from the date Tenant delivers its dispute notice to Landlord) within 10 ten (10) days after Landlord receives a copy of the audit report. If the audit shows that the amount Landlord charged Tenant for Tenant’s Share of Expenses was less than the amount this Article 3 obligates Tenant to pay, then Tenant will pay to Landlord within 10 days Landlord, as Additional Rent Rent, the difference between the amount Tenant paid and the amount determined in the audit. Pending resolution of any audit under this section, Tenant will continue to pay to Landlord the estimated amounts of Tenant’s Share of Expenses in accordance with Sections 3.3 and 3.4. If Tenant’s audit and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined by this Section 3.6 by more than 8%, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.00. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the limited purpose this section describes and for Tenant’s own account. If Tenant elects to audit such costs and expenses as provided above and Landlord’s statement is found to be in error by more than five percent (5%), then Landlord will pay Tenant’s reasonable third party out-of-pocket costs for the audit, not to exceed $1,500.00.

Tenant’s Inspection and Audit Rights. If (i) Tenant is not in default in the performance of any of its obligations under this Lease beyond any applicable period for curecure period, and if (ii) Tenant disputes Landlord’s determination of the actual amount of Expenses or Tenant’s Share of Expenses for any calendar year, and if (iii) Tenant delivers to Landlord written notice of the dispute within 60 days after Landlord’s delivery of the statement of such amount under Section 3.5, then Tenant at Tenant’s sole cost and expense (except as otherwise provided herein)expense, upon prior written notice and during regular business hours at a time and place reasonably acceptable to Landlord (which may be the location where Landlord or its Property Manager maintains the applicable records records), may cause a qualified financial officer or qualified certified public accountant reasonably acceptable to Landlord to audit Landlord’s records relating to the disputed amounts. Tenant’s objection to Landlord’s determination of Expenses or Tenant’s Share of Expenses shall be deemed withdrawn unless Tenant completes and delivers the audit to Landlord within 90 days after the date Tenant delivers its dispute notice to Landlord under this section, provided Landlord reasonably cooperates with the scheduling and conducting of the audit. If the audit shows that the amount Landlord charged Tenant for Tenant’s Share of Expenses was greater than the amount this Article 3 obligates Tenant to pay, then, unless Landlord reasonably contests the audit by causing, within 30 days thereafter, a certified public accountant to review the results of Tenant’s audit, Landlord will refund the excess amount to Tenant within 10 days after Landlord receives a copy of the audit report. If the audit shows that the amount Landlord charged Tenant for Tenant’s Share of Expenses was less than the amount this Article 3 obligates Tenant to pay, then Tenant will pay to Landlord within 10 days days, as Additional Rent Rent, the difference between the amount Tenant paid and the amount determined in the audit. Pending resolution of any audit under this section, Tenant will continue to pay to Landlord the estimated amounts of Tenant’s Share of Expenses in accordance with Sections 3.3 and 3.4. If Tenant’s audit and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined by this Section 3.6 by more than 8%, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.00. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the limited purpose this section describes and for Tenant’s own account. If the results of any audit by Tenant indicate that there was an overpayment of Expenses by Tenant that exceed 10% of the amount claimed to be due from Tenant in Landlord’s statement, Landlord shall reimburse Tenant for its reasonable costs incurred on account of the audit.

Tenant’s Inspection and Audit Rights. If (i) Tenant is not in default in the performance of any of its obligations under this Lease beyond any applicable period for cureLease, and if (ii) Tenant disputes Landlord’s determination of the actual amount of Expenses or Tenant’s Share of Property Expenses for any calendar year, year and if (iii) Tenant delivers to Landlord written notice of the dispute within 60 30 days after Landlord’s delivery of the statement of such amount under Section 3.5, then Tenant (but not any subtenant or assignee), at Tenant’s its sole cost and expense (except as otherwise provided herein)expense, upon prior written notice and during regular business hours at a time and place reasonably acceptable to Landlord (which may be the location where Landlord or its Property Manager maintains the applicable records records), may cause a qualified financial officer or qualified accountant reasonably acceptable to Landlord to audit Landlord’s records relating to the disputed amounts; provided, however, if the audit is to be performed by a third party, such third party (i) shall be a certified public accountant reasonably acceptable to Landlord and (ii) shall not be compensated by Tenant on a contingency fee basis, and (iii) shall have agreed with Landlord in writing to keep the results of such audit confidential. Tenant’s objection to Landlord’s determination of Property Expenses or Tenant’s Share of Expenses shall be is deemed withdrawn unless Tenant completes and delivers the audit to Landlord within 90 60 days after the date Tenant delivers its dispute notice to Landlord under this section, provided Landlord reasonably cooperates with the scheduling and conducting of the audit. If the audit shows that the amount Landlord charged Tenant for Tenant’s Share of Property Expenses was greater than the amount this Article 3 obligates Tenant to pay, then, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant, together with interest on the excess amount at the Maximum Rate (computed from the date Tenant delivers its dispute notice to Landlord) within 10 days after Landlord receives a copy of the audit report. If the audit shows that the amount Landlord charged Tenant for Tenant’s Share of Property Expenses was less than the amount this Article 3 obligates Tenant to pay, then Tenant will pay to Landlord within 10 days Landlord, as Additional Rent Rent, the difference between the amount Tenant paid and the amount determined in the audit. Pending resolution of any audit under this section, Tenant will continue to pay to Landlord the estimated amounts of Tenant’s Share of Property Expenses in accordance with Sections 3.3 and 3.4. If Tenant’s audit and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined by this Section 3.6 by more than 8%, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.00. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the limited purpose this section describes and for Tenant’s own account.

Tenant’s Inspection and Audit Rights. If (i) Tenant is not in default in the performance of any of its obligations under this Lease beyond any applicable period for cure, and if (ii) Tenant disputes desires to audit Landlord’s determination of the actual amount of Expenses or Tenant’s Share of Excess Property Expenses for any calendar year, and if (iii) Tenant delivers must deliver to Landlord written notice of the dispute Tenant’s election to audit within 60 one hundred eighty (180) days after Landlord’s delivery of the statement of such amount under Section 3.53.4. If such notice is timely delivered, and provided that no Event of Default then exists under this Lease, Tenant (but not any subtenant) may, at Tenant’s sole cost and expense (except as otherwise provided herein)expense, upon prior written notice and during regular business hours at the location where Landlord or its Property Manager maintains the applicable records may cause a qualified financial officer or qualified certified public accountant reasonably acceptable to Landlord to audit Landlord’s records relating to such amounts on a non-contingent basis. Such audit will take place during regular business hours at a time and place reasonably acceptable to Landlord (which may be the disputed amountslocation where Landlord or Property Manager maintains the applicable records in Maricopa County, Arizona). Tenant’s objection election to audit Landlord’s determination of Expenses or Tenant’s Share of Excess Property Expenses shall be is deemed withdrawn unless Tenant completes and delivers the audit report to Landlord within 90 ninety (90) days after the date Tenant delivers its dispute notice Landlord has made available the time, date and place to Landlord perform the audit under this section, provided Landlord reasonably cooperates with the scheduling and conducting of the auditSection. If the audit report shows that the amount Landlord charged Tenant for Tenant’s Share of Excess Property Expenses was greater than the amount this Article 3 obligates Tenant to pay, then, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant within 10 thirty (30) days after Landlord receives a copy of the audit report. If the audit report shows that the amount Landlord charged Tenant for Tenant’s Share of Excess Property Expenses was less than the amount this Article 3 obligates Tenant to pay, then Tenant will pay to Landlord within 10 days Landlord, as Additional Rent Rent, the difference between the amount Tenant paid and the amount determined in the audit. If Tenant elects to audit such costs and expenses as provided above and Landlord’s statement is found to be in error by more than 5%, then Landlord will also pay to Tenant, within thirty (30) days following written request from Tenant accompanied by reasonably supporting documentation, Tenant’s reasonable third party out-of-pocket costs for the audit, not to exceed $5,000 in connection with any audit. Pending resolution of any audit under this sectionSection, Tenant will continue to pay to Landlord the all estimated amounts of Tenant’s Share of Excess Property Expenses in accordance with Sections 3.3 and 3.4. If Tenant’s audit and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined by this Section 3.6 by more than 8%, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.003.3. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the limited purpose this section Section describes and for Tenant’s own account.

Tenant’s Inspection and Audit Rights. Landlord shall keep and maintain reasonably complete, legible and accurate records of the Property Expenses for a period of three (3) years from the date such Property Expenses are incurred. If (i) Tenant is not in default in the performance of any of its obligations under this Lease beyond any applicable period for cure, and if (ii) Tenant disputes desires to audit Landlord’s determination of the actual amount of Expenses or Tenant’s Share of Property Expenses for any calendar year, and if (iii) Tenant delivers must deliver to Landlord written notice of the dispute Tenant’s election to audit within 60 180 days after LandlordXxxxxxxx’s delivery of the statement of such amount under Section 3.53.4. If such notice is timely delivered, then Tenant at Tenant’s sole cost and expense (except as otherwise provided herein), upon prior written notice and during regular business hours at the location where Landlord but not any subtenant) or its Property Manager maintains the applicable records representatives may cause a qualified financial officer or qualified accountant reasonably acceptable to Landlord to audit Landlord’s records relating to the disputed such amounts. TenantSuch audit will take place during regular business hours at a time and place reasonably acceptable to Landlord (which may be the location where Landlord or Property Manager maintains the applicable records). Xxxxxx’s objection election to Landlordaudit Xxxxxxxx’s determination of Expenses or Tenant’s Share of Property Expenses shall be is deemed withdrawn unless Tenant Xxxxxx completes and delivers the audit report to Landlord within 90 days after the date Tenant delivers its dispute notice of election to audit to Landlord under this section, provided Landlord reasonably cooperates with the scheduling and conducting of the audit. If the audit report shows that the amount Landlord charged Tenant for Tenant’s Share of Property Expenses was greater than the amount this Article 3 obligates Tenant to pay, then, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant, together with interest on the excess amount (computed at 10% per annum from the date Tenant delivers its dispute notice to Landlord) within 10 30 days after Landlord Xxxxxxxx receives a copy of the audit report. If the amount charged pursuant to Landlord’s annual statement exceeds the final amount actually payable by more than 3%, Landlord will pay the cost of Tenant’s audit not to exceed $2,500. If the audit report shows that the amount Landlord charged Tenant for Tenant’s Share of Property Expenses was less than the amount this Article 3 obligates Tenant to pay, then Tenant will pay to Landlord within 10 days Landlord, as Additional Rent Rent, the difference between the amount Tenant paid and the amount determined in the audit. Pending resolution of any audit under this section, Tenant will continue to pay to Landlord the all estimated amounts of Tenant’s Share of Property Expenses in accordance with Sections 3.3 and 3.4Section 3.3. If Tenant’s audit and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant Except for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined disclosures required by this Section 3.6 by more than 8%law, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.00. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the limited purpose this section describes and for Tenant’s own account. If Landlord desires to contest such audit results, Landlord may do so by submitting the results of the audit to arbitration with an arbitrator jointly appointed and compensated (50% each) by Landlord and by Xxxxxx. The decision of the arbitrator shall be binding on the parties.

Tenant’s Inspection and Audit Rights. If (i) Tenant is not in default in the performance of any of its obligations under this Lease beyond any applicable period for cure, and if (ii) Tenant disputes desires to audit Landlord’s determination of the actual amount of Operating Expenses or Tenant’s Share of Operating Expenses for any calendar year, year and if (iii) Tenant delivers to Landlord written notice of Tenant’s decision to audit (the dispute “Audit Notice”) within 60 180 days after Landlord’s delivery of the statement of such amount under Section 3.5Reconciliation Statement, then Tenant (but not any subtenant), at Tenant’s its sole cost and expense (except as otherwise provided herein)expense, upon prior written notice and during regular business hours at a time and place reasonably acceptable to Landlord (which may be the location where Landlord or its Property Manager maintains copies of the applicable records records, provided that such location is in Miami-Dade County or Broward County, Florida), may cause a qualified financial officer or qualified certified public accountant reasonably acceptable to Landlord to audit Landlord’s records relating to the disputed amountsOperating Expenses. Tenant’s objection election to audit Landlord’s determination of Operating Expenses or Tenant’s Share of Operating Expenses shall be is deemed withdrawn unless Tenant completes and delivers the audit to Landlord within 90 60 days after the date Tenant delivers its dispute notice Audit Notice to Landlord under this section, provided Landlord reasonably cooperates with the scheduling and conducting of the audit. If the audit shows that the amount Landlord charged Tenant for Tenant’s Share of Operating Expenses was greater than the amount this Article 3 obligates Tenant to pay, then, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant, together with interest on the excess amount at the Maximum Rate (computed from the date Tenant delivers its dispute Audit Notice to Landlord) within 10 days after Landlord receives a copy of the audit report. If the audit shows that the amount Landlord charged Tenant for Tenant’s Share of Operating Expenses was less than the amount this Article 3 obligates Tenant to pay, then Tenant will pay to Landlord within 10 days the Landlord, as Additional Rent Rent, the difference between the amount Tenant paid and the amount determined in the auditaudit within ten (10) days after Tenant receives a copy of the audit report. Pending resolution of any audit under this section, Tenant will continue to pay to Landlord the estimated amounts of Tenant’s Share of Operating Expenses in accordance with Sections 3.3 and 3.4. If Tenant’s audit and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined by this Section 3.6 by more than 8%, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.00. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the limited purpose this section describes and for Tenant’s own account. If any Tenant audit of Operating Expenses reveals that Landlord charged Tenant for greater than one hundred four percent (104%) of the actual amount of Tenant’s Share of Operating Expenses, Landlord shall pay the reasonable costs of Tenant’s audit. If Tenant’s audit for any year reveals that Landlord charged more than one hundred four percent (104%) of the actual amount of any specific line item of Tenant’s Share of Operating Expenses, Tenant may audit the immediately preceding three (3) years’ books and records relating to such specific line-itemized component of Operating Expenses, with any overpayments paid to Tenant and underpayments paid to Landlord in the manner set forth above. If Tenant’s audit for any year reveals that Landlord charged more than one hundred seven percent (107%) of the actual total amount of Tenant’s Share of Operating Expenses, Tenant may audit the immediately preceding three (3) years’ books and records relating to all Operating Expenses, with any overpayments paid to Tenant and underpayments paid to Landlord in the manner set forth above.

Tenant’s Inspection and Audit Rights. If (i) Tenant is not in default in the performance of any of its obligations under this Lease beyond any applicable period for cure, and if (ii) Tenant disputes desires to audit Landlord’s determination of the actual amount of Expenses or Tenant’s Share of Property Expenses for any calendar year, and if (iii) Tenant delivers must deliver to Landlord written notice of the dispute Tenant’s election to audit within 60 days after Landlord’s delivery of the statement of such amount under Section 3.53.4. If such notice is timely delivered, and provided that no Event of Default then exists under this Lease, Tenant (but not any subtenant or assignee) may, at Tenant’s sole cost and expense (except as otherwise provided herein)expense, upon prior written notice and during regular business hours at the location where Landlord or its Property Manager maintains the applicable records may cause a qualified financial officer or qualified certified public accountant reasonably acceptable to Landlord to audit Landlord’s records relating to such amounts on a non-contingent basis. Such audit will take place during regular business hours at a time and place reasonably acceptable to Landlord (which may be the disputed amountslocation where Landlord or Property Manager maintains the applicable records). Tenant’s objection election to audit (Landlord’s determination of Expenses or Tenant’s Share of Property Expenses shall be is deemed withdrawn unless Tenant completes and delivers the audit report to Landlord within 90 days after the date Tenant delivers its dispute notice of election to audit to Landlord under this section, provided Landlord reasonably cooperates with the scheduling and conducting of the auditSection. If the audit report shows that the amount Landlord charged Tenant for Tenant’s Share of Property Expenses was greater than the amount this Article 3 obligates Tenant to pay, then, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant, together with interest on the excess amount (computed at 10% per annum from the date Tenant delivers its dispute notice to Landlord), within 10 30 days after Landlord receives a copy of the audit report. If the audit report shows that the amount Landlord charged Tenant for Tenant’s Share of Property Expenses was less than the amount this Article 3 obligates Tenant to pay, then Tenant will pay to Landlord within 10 days Landlord, as Additional Rent Rent, the difference between the amount Tenant paid and the amount determined in the audit. Pending resolution of any audit under this sectionSection, Tenant will continue to pay to Landlord the all estimated amounts of Tenant’s Share of Property Expenses in accordance with Sections 3.3 and 3.4. If Tenant’s audit and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined by this Section 3.6 by more than 8%, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.003.3. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the limited purpose this section Section describes and for Tenant’s own account.

Tenant’s Inspection and Audit Rights. If (i) Tenant is not in default in the performance of any of its obligations under this Lease beyond any applicable period for cure, and if (ii) Tenant disputes desires to audit Landlord’s determination of the actual amount of Expenses or Tenant’s Share of Property Expenses for any calendar year, and if (iii) Tenant delivers must deliver to Landlord written notice of the dispute Tenant’s election to audit within 60 days one year after Landlord’s delivery of the statement of such amount under Section 3.53.4, which notice will identify with reasonable specificity those items that are in dispute. If such notice is timely delivered, and provided that no Event of Default, or event that with the passage of time or the giving of notice would constitute an Event of Default, then exists under this Lease, Tenant (but not any subtenant or assignee) may, at Tenant’s sole cost and expense (except as otherwise provided herein)expense, upon prior written notice and during regular business hours at the location where Landlord or its Property Manager maintains the applicable records may cause a qualified financial officer certified public accountant or qualified accountant lease audit firm reasonably acceptable to Landlord (and whose compensation is not incentive-based or otherwise dependent, in whole or in part, on the discovery of errors in the determination of Tenant’s Share of Property Expenses) to audit Landlord’s records relating to such amounts. Such audit will take place during regular business hours at a time and place reasonably acceptable to Landlord (which may be the disputed amountslocation where Landlord or Property Manager maintains the applicable records). Tenant’s objection election to audit Landlord’s determination of Expenses or Tenant’s Share of Property Expenses shall be is deemed withdrawn unless Tenant completes and delivers the audit report to Landlord within 90 days after the date Tenant delivers its dispute notice of election to audit to Landlord under this section, provided Landlord reasonably cooperates with the scheduling and conducting of the auditSection 3.5. If the audit report (or, if applicable, the report of the Independent CPA) shows that the amount Landlord charged Tenant for Tenant’s Share of Property Expenses was greater than the amount this Article 3 obligates Tenant to pay, then, unless Landlord reasonably contests the audit, then Landlord will refund the excess amount to Tenant within 10 30 days after Landlord receives a copy of the audit (or the Independent CPA’s) report; provided, however, that if Landlord fails to make such payment within such time period, Tenant may treat any overpayments resulting from the foregoing resolution of such parties’ dispute as a credit against Basic Rent until such amounts are otherwise paid by Landlord. If the audit (or the Independent CPA’s) report shows that the amount Landlord charged Tenant for Tenant’s Share of Property Expenses was less than the amount this Article 3 obligates Tenant to pay, then Tenant will pay to Landlord within 10 30 days after the completion of the audit, as Additional Rent Rent, the difference between the amount Tenant paid and the amount determined in the audit (or the Independent CPA’s) report. As contemplated above, in the event that, following Tenant’s audit, Landlord reasonably contests the audit and, thereafter, Tenant and Landlord continue to dispute the amounts of Property Expenses shown on Landlord’s statement, and Landlord and Tenant are unable to resolve such dispute, then upon either Landlord’s or Tenant’s written request therefor, a certification as to the proper amount of Property Expenses and the amount due to or payable by Tenant shall be made by an independent certified public accountant (“Independent CPA”) mutually selected by Landlord and Tenant, each acting in good faith; provided, however, if Landlord and Tenant are unable to agree in the first instance, then the parties shall select as the Independent CPA a certified public accountant who is a member of one of so-called “Big Four” certified public accounting firms (i.e., Deloitte, PwC, Ernst & Young and KPMG) who (i) has practiced as a certified public accountant for at least ten years; (ii) is experienced in industrial real estate properties and the subject matter of this Section 3.5; and (iii) has not represented Landlord or Tenant during the preceding ten-year period. The decision of the Independent CPA shall be conclusive and binding upon both Landlord and Tenant. Pending resolution of any audit (or Independent CPA’s) report under this sectionSection 3.5, Tenant will continue to pay to Landlord the all estimated amounts of Tenant’s Share of Property Expenses in accordance with Sections 3.3 and 3.4. If Tenant’s audit and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined by this Section 3.6 by more than 8%, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.003.3. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the limited purpose this section Section 3.5 describes and for Tenant’s own account. Tenant shall be responsible for all costs and expenses associated with Tenant’s audit, as well as attorneys’ fees and related costs of both Landlord and Tenant relating to the decision of the Independent CPA (collectively, “Audit Costs”); provided, however, that if the parties’ final resolution of the dispute involves the overstatement by Landlord of Tenant’s Share of Property Expenses for such calendar year in excess of three percent (3%) in the aggregate, then Landlord shall be responsible for all Audit Costs. In no event shall the payment by Tenant of any Property Expense payment, or any amount on account thereof, preclude Tenant from exercising its rights under this Section 3.5.

Tenant’s Inspection and Audit Rights. If (i) Tenant is not in default in the performance of any of its obligations under this Lease beyond any applicable period for cure, and if (ii) Tenant disputes desires to audit Landlord’s determination of the actual amount of Expenses or Tenant’s Share of Common Area Expenses and/or Tenant’s Share of R&D Building Expenses for any calendar year, and if (iii) Tenant delivers must deliver to Landlord written notice of the dispute Tenant’s election to audit within 60 30 days after Landlord’s delivery of the statement of such amount under Section 3.54.4. If such notice is timely delivered, and provided that no default then exists under this Lease, then Tenant (but not any subtenant or assignee) may, at Tenant’s sole cost and expense (except as otherwise provided herein)expense, upon prior written notice and during regular business hours at the location where Landlord or its Property Manager maintains the applicable records may cause a qualified financial officer or qualified certified public accountant reasonably acceptable to Landlord to audit Landlord’s records relating to such amounts on a non-contingent basis. Such audit will take place during regular business hours at a time and place reasonably acceptable to Landlord (which may be the disputed amountslocation where Landlord maintains the applicable records). Landlord shall deliver copies of such records to Tenant, to the extent reasonably practicable, in the event traveling to the location of the records is cost-prohibitive. Tenant’s objection election to audit Landlord’s determination of Expenses or Tenant’s Share of Common Area Expenses shall be and/or Tenant’s Share of R&D Building Expenses is deemed withdrawn unless Tenant completes and delivers the audit report to Landlord within 90 60 days after the date Tenant delivers its dispute notice of election to audit to Landlord under this section, provided Landlord reasonably cooperates with the scheduling and conducting of the audit. If the audit report shows that the amount Landlord charged Tenant for Tenant’s Share of Common Area Expenses and/or Tenant’s Share of R&D Building Expenses was greater than the amount this Article 3 Section 4 obligates Tenant to pay, then, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant, together with interest on the excess amount (computed at 10% per annum from the date Tenant delivers its dispute notice to Landlord) within 10 30 days after Landlord receives a copy of the audit report. If the audit report shows that the amount Landlord charged Tenant for Tenant’s Share of Common Area Expenses and/or Tenant’s Share of R&D Building Expenses was less than the amount this Article 3 Section 4 obligates Tenant to pay, then Tenant will pay to Landlord within 10 days Landlord, as Additional Rent Rent, the difference between the amount Tenant paid and the amount determined in the audit. Pending resolution of any audit under this section, Tenant will continue to pay to Landlord the all estimated amounts of Tenant’s Share of Common Area Expenses and/or Tenant’s Share of R&D Building Expenses in accordance with Sections 3.3 and 3.4. If Tenant’s audit and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined by this Section 3.6 by more than 8%, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.004.3. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the limited purpose this section describes and for Tenant’s own account.

Tenant’s Inspection and Audit Rights. If (i) Tenant is not in default in the performance of any of its obligations under this Lease beyond any applicable period for cure, and if (ii) Tenant disputes Landlord’s determination of the actual amount of Excess Expenses or Tenant’s Share of Excess Expenses for any calendar year, and if provided that (iiia) no Event of Default exists under this Lease, and (b) Tenant delivers to Landlord written Written notice of the dispute within 60 sixty (60) days after Landlord’s delivery of the statement of such amount under Section 3.5, then Tenant (but not any subtenant) may, at Tenant’s its sole cost and expense (except as otherwise provided herein)expense, upon prior written notice and during regular business hours at a time and place reasonably acceptable to Landlord (which may be the location where Landlord or its Property Manager maintains the applicable records may records), cause a qualified financial officer or qualified certified public accountant reasonably acceptable to Landlord to audit Landlord’s records relating to the disputed amounts. Tenant’s objection to Landlord’s determination of Excess Expenses or Tenant’s Share of Excess Expenses shall be is deemed withdrawn unless Tenant completes and delivers the audit report to Landlord within 90 60 days after the date Tenant delivers its dispute notice to Landlord under this section, provided Landlord reasonably cooperates with the scheduling and conducting of the audit. If the audit report shows that the amount Landlord charged Tenant for Tenant’s Share of Excess Expenses was greater than the amount this Article 3 obligates Tenant to pay, then, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant, together with interest on the excess amount at the Maximum Rate (computed from the date Tenant delivers its dispute notice to Landlord) within 10 thirty (30) days after Landlord receives a copy of the audit reportreport and, if the amount of such excess exceeds five percent (5%) of the Basic Rent payable during the calendar year to which the audit applies, Landlord will reimburse Tenant for the reasonable out-of-pocket costs of such audit up to a maximum of Five Thousand Dollars ($5,000) per audit. If the audit report shows that the amount Landlord charged Tenant for Tenant’s Share of Excess Expenses was less than the amount this Article 3 obligates Tenant to pay, then Tenant will pay to Landlord within 10 days Landlord, as Additional Rent Rent, the difference between the amount Tenant paid and the amount determined in the audit, together with interest on the difference at the Maximum Rate (computed from the date Tenant delivers its dispute notice to Landlord). Pending resolution of any audit under this section, Tenant will continue to pay to Landlord the estimated amounts of Tenant’s Share of Excess Expenses in accordance with Sections 3.3 and 3.4. If Tenant’s audit and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined by this Section 3.6 by more than 8%, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.00. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the limited purpose this section describes and for Tenant’s own account.

Tenant’s Inspection and Audit Rights. If (ia) Tenant is not in default in the performance no Event of any of its obligations Default exists under this Lease beyond any applicable period for cureLease, and if (iib) Tenant disputes Landlord’s determination of the actual amount of Expenses or Tenant’s Share of Expenses for any calendar year, year and if (iiic) Tenant delivers to Landlord written notice of the dispute within 60 days six (6) months after Landlord’s delivery of the statement of such amount under Section 3.5, then Tenant (but not any subtenant or assignee except for a Permitted Transferee), at Tenant’s its sole cost and expense (except as otherwise provided herein)expense, upon prior written notice and during regular business hours Business Hours at a time reasonably acceptable to Landlord and at a place located in Chicago or its suburbs (which may be the location where Landlord or its Property Manager maintains the applicable records, unless such records have otherwise been delivered to Tenant), may cause a qualified financial officer certified public accountant or qualified a professional services firm that specializes in lease audits (which such accountant reasonably acceptable to Landlord or professional services firm shall not be compensated in whole or in part on a contingency fee basis) to audit Landlord’s records relating to the disputed amountsamounts and produce a report detailing the results of the audit. Tenant’s objection to Landlord’s determination of Expenses or Tenant’s Share of Expenses shall be is deemed withdrawn unless Tenant completes and delivers a copy of the audit report to Landlord within 90 sixty (60) days after the date Tenant delivers its dispute notice to Landlord under this section, provided Landlord reasonably cooperates with the scheduling and conducting of the audit. If the audit report shows that the amount Landlord charged Tenant for Tenant’s Share of Expenses was greater than the amount this Article 3 obligates Tenant to pay, then, unless Landlord reasonably contests the auditresults the audit report describes, Landlord will refund the excess amount to Tenant, together with interest on the excess amount at the Default Rate (computed from the date Tenant delivers its dispute notice to Landlord) within 10 ten (10) days after Landlord receives a copy of the audit report. If the audit report shows that the amount Landlord charged Tenant for Tenant’s Share of Expenses was overstated by more than three percent (3%), then (a) Landlord shall pay for the reasonable out-of-pocket cost of such audit, based on the customary hourly rate charged by such accountant in the performance of an audit of Landlord’s records relating to the disputed amounts, and (b) Tenant shall have the right to audit Expenses and Tenant’s Share of Expenses for the previous year subject to the terms and conditions set forth in this Section 3.6. If the audit report shows that the amount Landlord charged Tenant for Tenant’s Share of Expenses was less than the amount this Article 3 obligates Tenant to pay, then Tenant Tenant, within 10 days after receiving the audit report, will pay to Landlord within 10 days Landlord, as Additional Rent Rent, the difference between the amount Tenant paid and the amount determined stated in the auditaudit report. Pending resolution of any audit under this section, Tenant will continue to pay to Landlord the estimated amounts of Tenant’s Share of Expenses in accordance with Sections 3.3 and 3.4. If Tenant’s audit and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined by this Section 3.6 by more than 8%, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.00. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the limited purpose this section describes and for Tenant’s own account.

Tenant’s Inspection and Audit Rights. If (i) Tenant is not in default in the performance of any of its obligations under this Lease Lease, beyond any applicable notice and cure period for cure, and if (ii) Tenant disputes Landlord’s determination of the actual amount of Expenses or Tenant’s Share of Expenses for any calendar year, and if (iii) Tenant delivers to Landlord written notice of the dispute within 60 180 days after Landlord’s delivery of the statement of such amount under Section 3.5, then Tenant at Tenant’s sole cost and expense (except as otherwise provided herein)expense, upon prior written notice and during regular business hours at the location in the Twin Cities metro area where Landlord or its Property Manager maintains the applicable records may cause a qualified financial officer or qualified accountant reasonably acceptable to Landlord to audit Landlord’s records relating to the disputed amounts. Tenant’s objection to Landlord’s determination of Expenses or Tenant’s Share of Expenses shall be deemed withdrawn unless Tenant completes and delivers the audit to Landlord within 90 days after the date Tenant delivers its dispute notice to Landlord under this section, provided Landlord reasonably cooperates with the scheduling and conducting of the auditSection. If the audit shows that the amount Landlord charged Tenant for Tenant’s Share of Expenses was greater than the amount this Article 3 obligates Tenant to pay, then, unless Landlord reasonably contests the audit, Landlord will refund the excess amount to Tenant within 10 30 days after Landlord receives a copy of the audit report. If the audit shows that the amount Landlord charged Tenant for Tenant’s Share of Expenses was less than the amount this Article 3 obligates Tenant to pay, then Tenant will pay to Landlord within 10 days as Additional Rent the difference between the amount Tenant paid and the amount determined in the audit. Pending resolution of any audit under this sectionSection, Tenant will continue to pay to Landlord the estimated amounts of Tenant’s Share of Expenses in accordance with Sections 3.3 and 3.4. If Tenant’s audit and Landlord’s review pursuant to this Section 3.6 conclusively establishes that the amount Landlord charged Tenant for Tenant’s Share of Expenses exceeds Tenant’s Share of Expenses as determined by this Section 3.6 by more than 8%, then Landlord shall reimburse Tenant for its actual third-party costs incurred in conducting its audit; provided, however, that in no event shall Landlord’s obligation under this provision exceed the sum of $5,000.002,500.00. Tenant must keep all information it obtains in any audit strictly confidential and may only use such information for the limited purpose this section describes and for Tenant’s own account, provided that Tenant may disclose such information to the parties permitted under Section 18.16.