Common use of Operating Cost Audit Clause in Contracts

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs Allocable to the Premises for no less than twelve (12) months following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant is not then in default of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Tenant is not otherwise in default under this Lease, Tenant may, at Tenant's sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord's records. Such inspection, if any, shall be conducted no more than once each Year, during Landlord's normal business hours within seventy five (75) Business Days after receipt of Landlord's written statement of Operating Costs Allocable to the Premises for the previous year, upon first furnishing Landlord at least fifteen (15) Business Days prior written notice. Any errors disclosed by the review shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an auditor of Landlord's choice. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment of Base Rent, Additional Rent or other payments due to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Operating Costs Allocable to the Premises. If the actual Operating Costs Allocable to the Premises for any given Year were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than 5%, Landlord shall reimburse Tenant for the cost of its audit. A "Qualified Person" means an accountant or other person experienced in accounting for income and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to the Premises achieved through the inspection process described in this subparagraph.

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs Allocable to the Premises and Property Taxes for no less than twelve (12) months following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant is not then in default no Event of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Tenant is not otherwise in default under this LeaseDefault exists, Tenant may, at Tenant's ’s sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord's ’s records at the Manager’s office or, at Landlord’s option, at such other location where Landlord maintains such records. Such inspection, if any, shall be (a) conducted no more than once each Yearcalendar year, during Landlord's ’s normal business hours within seventy five ninety (7590) Business Days calendar days after receipt of Landlord's ’s applicable written statement of Operating Costs Allocable to the Premises for the previous year, upon first furnishing Landlord at least fifteen (15) Business Days prior written notice, and (b) limited to the Landlord’s records for the immediately preceding year. In no event shall Tenant be permitted to review Landlord’s records for any particular year more than once. As a condition to Tenant’s right to conduct such inspection, Tenant agrees (i) to promptly furnish Landlord (at Tenant’s cost) with a copy of all draft and final reports of Tenant’s examination of Landlord’s records, and (ii) except as required by applicable law, that neither Tenant nor any of Tenant’s Agents shall divulge the contents of Landlord’s records or the results of its examination to any third party. Any errors disclosed by the review shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an auditor of Landlord's ’s choice. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be paid by Landlord to Tenant within thirty (30) days following such review or, at Landlord’s option (except after the expiration of the Lease Term), credited against Tenant's subsequent installment towards the installment(s) of Base Rent, Rent and Additional Rent or other payments next coming due from Tenant to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Operating Costs Allocable to the Premises. If the actual Operating Costs Allocable to the Premises for any given Year were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than 5%, Landlord shall reimburse Tenant for the cost of its audit. A "Qualified Person" means an accountant or other person experienced in accounting for income and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to the Premises achieved through the inspection process described in this subparagraphwithin thirty (30) days following such examination.

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs, Property Taxes and Insurance Costs Allocable to the Premises for no less than twelve twenty-four (1224) months following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant is not then in default of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease (beyond the expiration of any applicable notice and cure periods) and provided that Tenant is not otherwise in default under this LeaseLease (beyond the expiration of any applicable notice and cure periods), Tenant may, at Tenant's ’s sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord's records’s records for the previous year of the Lease Term. Such inspection, if any, shall be conducted no more than once each Yearcalendar year, during Landlord's ’s normal business hours within seventy five one hundred twenty (75120) Business Days calendar days after receipt of Landlord's ’s written statement of Operating Costs Allocable to the Premises for the previous yearyear (and for the first year of the Initial Lease Term, this right shall include the right to inspect the records for the Operating Costs Base Amount Year and the Property Taxes Base Amount Year), upon first furnishing Landlord at least fifteen twenty (1520) Business Days calendar days prior written notice. Any errors disclosed by the review shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right right, (at Landlord’s sole cost and expense; provided that, if the actual Operating Costs Allocable to the Premises are overstated by less than 3%, Tenant shall reimburse Landlord for the cost of its audit), to cause another review to be made by an auditor of Landlord's ’s choice. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's ’s subsequent installment of Base Rent, Additional Rent or other payments due to Landlord under the LeaseLease unless provided after the expiration of the Lease Term, in which case, Landlord shall make the payment directly to Tenant. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Operating Costs Allocable to the Premiseswithin thirty (30) calendar days thereafter. If the actual Operating Costs Allocable to the Premises for any given Year calendar year were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than 5%, Landlord shall reimburse Tenant for the cost of its audit. A "For purposes of this subparagraph, the term “Qualified Person" ” means an certificated public accountant or other person experienced in accounting for income and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to the Premises achieved through the inspection process described in this subparagraph.

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs Allocable to the Premises for no less than twelve two (122) months years following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant is not then in default there exists no uncured Event of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Tenant is not otherwise in default Default under this Lease, Tenant may, at Tenant's ’s sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord's ’s records. Such inspection, if any, shall be conducted no more than once each Year, during Landlord's normal business hours Normal Business Hours (hereinafter defined) within seventy five one hundred twenty (75120) Business Days calendar days after receipt of Landlord's ’s written statement of Operating Costs Allocable to the Premises solely for the previous yearYear, upon first furnishing Landlord at least fifteen ten (1510) Business Days prior written notice. As a condition precedent to undertaking such inspection: (a) Tenant and the Qualified Person shall execute a Confidentiality Agreement prepared by Landlord and reasonably acceptable to Tenant; and (b) Tenant shall pay all Operating Costs which Landlord claims are owing for the Year in question. Any errors disclosed by the review shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an auditor of Landlord's ’s choice. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's ’s subsequent installment of Base Rent, Additional Rent or other payments due to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation within thirty (30) days of estimated Operating Costs Allocable to the Premisesreceipt of an invoice from Landlord. If the actual Operating Costs Allocable to the Premises for any given Year were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than 5%% in the aggregate, Landlord shall reimburse Tenant for the reasonable cost of its audit. A "Qualified Person" means audit within thirty (30) days of receipt of an accountant or other person experienced in accounting for income invoice (and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to the Premises achieved through the inspection process described in this subparagraphsupporting documentation) from Tenant.

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs Allocable to the Premises for no less than twelve (12) months following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant is not then in default of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease beyond the expiration of any applicable notice and provided that Tenant is not otherwise in default cure period under this Lease, Tenant may, at Tenant's ’s sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord's ’s records. Such inspection, if any, shall be conducted no more than once each Yearcalendar year, during Landlord's ’s normal business hours within seventy five ninety (7590) Business Days calendar days after receipt of Landlord's ’s written statement of Operating Costs Allocable to the Premises for the previous calendar year, upon first furnishing Landlord at least fifteen twenty (1520) Business Days calendar days prior written notice. Any errors disclosed by the review shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an auditor of Landlord's ’s choice. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's ’s subsequent installment of Base Rent, Additional Rent or other payments due to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Operating Costs Allocable to the Premises. If the actual Operating Costs Allocable to the Premises for any given Year calendar year were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than 5%, Landlord shall reimburse Tenant for the cost of its audit. A "For purposes of this subsection, the term “Qualified Person" ” means an accountant or other person experienced in accounting for income and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent amounts due from Tenant to Landlord under the Lease or reduction in Operating Costs Allocable to the Premises achieved through the inspection process described in this subparagraphSection.

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs Allocable to the Premises for no less than twelve (12) months following Landlord’s delivery of the period covered by the applicable statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant is not then in default of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Tenant is not otherwise in default under this LeaseLease beyond any applicable notice and cure period, Tenant may, at Tenant's ’s sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord's ’s records. Such inspection, if any, shall be conducted no more than once each Year, during Landlord's ’s normal business hours within seventy five one hundred eighty (75180) Business Days calendar days after receipt of Landlord's ’s written statement of Operating Costs Allocable to the Premises for the previous year, upon first furnishing Landlord at least fifteen twenty (1520) Business Days calendar days prior written notice. Any errors disclosed by the review shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an auditor of Landlord's ’s choice. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's ’s subsequent installment of Base Rent, Additional Rent or other payments due to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Operating Costs Allocable to the Premises. If the actual Operating Costs Allocable to the Premises for any given Year were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than 5%, Landlord shall reimburse Tenant for the cost of its audit. A "Qualified Person" means an accountant or other person experienced in accounting for income and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to the Premises achieved through the inspection process described in this subparagraph.

Operating Cost Audit. Landlord shall maintain records concerning -------------------- estimated and actual Operating Costs Allocable to the Premises for no less than twelve (12) months following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant is not there then in default exists no continuing Event of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Tenant is not otherwise in default under this LeaseDefault, Tenant may, at Tenant's sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord's records. Such inspection, if any, shall be conducted no more than once each Year, during Landlord's normal business hours within seventy five (75) Business Days after receipt of Landlord's written statement of Operating Costs Allocable to the Premises for the previous year, upon first furnishing Landlord at least fifteen (15) Business Days prior written notice. Any errors disclosed by the review shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an independent auditor of Landlord's choicemutually acceptable to Landlord and Tenant, whose determination shall be final and conclusive. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment of Base Rent, Additional Rent or other payments due to Landlord under the LeaseLease or, if the Lease Term has then expired, refunded to Tenant within twenty (20) Business Days of such determination. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Operating Costs Allocable to the Premises. If the actual Operating Costs Allocable to the Premises for any given Year were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than 5%, Landlord shall reimburse Tenant for the cost of its audit. A "Qualified Person" means an accountant or other person experienced ---------------- in accounting for income and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to the Premises achieved through the inspection process described in this subparagraph.

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs Allocable to the Premises for no less than twelve (12) months following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant is there has not then in default been an Event of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Tenant is not otherwise in default under this LeaseDefault, Tenant may, at Tenant's sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord's records. Such inspection, if any, shall be conducted no more than once each Year, during Landlord's normal business hours within seventy five ninety (7590) Business Days calendar days after receipt of Landlord's written statement of Operating Costs Allocable to the Premises for the previous year, upon first furnishing Landlord at least fifteen twenty (1520) Business Days calendar days prior written notice. Any errors disclosed by the review shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an auditor of Landlord's choice. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment of Base Rent, Additional Rent or other payments due to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Operating Costs Allocable to the Premises. If the actual Operating Costs Allocable to the Premises for any given Year were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than five percent (5%), Landlord shall reimburse Tenant for the cost of its audit. A "Qualified Person" means an accountant or other person experienced in accounting for income and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to the Premises achieved through the inspection process described in this subparagraph.

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs Allocable to the Premises for no less than twelve thirty-six (1236) months following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant is not then in default of its obligation to pay Base Rent, Rent or Additional Rent or other payments required to be made by it under this Lease Section 3.4 and provided that Tenant is not otherwise in default under this Leaseno other uncured Event of Default then exists, Tenant may, at Tenant's sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord's records. Within one hundred twenty (120) calendar days after receipt of Landlord's written statement of Operating Costs Allocable to the Premises for the previous year, Tenant must provide Landlord written notice if Tenant elects to cause a Qualified Person to inspect Landlord's records. Such inspection, if any, shall be conducted no more than once each Year, during Landlord's normal business hours within seventy five no sooner than twenty (7520) Business Days calendar days, but no later than sixty (60) calendar days, after receipt Tenant's written notice to Landlord of Tenant's intent to inspect Landlord's written statement of Operating Costs Allocable to the Premises for the previous year, upon first furnishing Landlord at least fifteen (15) Business Days prior written noticerecords. Any errors disclosed by the review shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an auditor of Landlord's choicechoice and at Landlord's sole expense. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment installment(s) of Base Rent, Additional Rent or other payments next coming due to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation within twenty (20) Business Days after Tenant's receipt of estimated Operating Costs Allocable to the PremisesLandlord's demand therefor. If the actual Operating Costs Allocable to the Premises for any given Year were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than 5%, Landlord shall reimburse Tenant for the cost of its audit. A "Qualified Person" means an accountant or other person experienced in accounting for income and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to the Premises achieved through the inspection process described in this subparagraph.

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs Allocable to the Premises for no less than twelve thirty-six (1236) months following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant is not then in default of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease beyond applicable notice and cure periods and provided that Tenant is not otherwise in default under this LeaseLease beyond applicable notice and cure periods, Tenant may, at Tenant's ’s sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord's ’s records. Such inspection, if any, shall be conducted no more than once each Year, during Landlord's ’s normal business hours within seventy five one hundred twenty (75120) Business Days calendar days after receipt of Landlord's ’s written statement of Operating Costs Allocable to the Premises for the previous year, upon first furnishing Landlord at least fifteen (15) Business Days prior written notice. Any errors disclosed by the review shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an auditor of Landlord's ’s choice. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's ’s subsequent installment of Base Rent, Additional Rent or other payments due to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Operating Costs Allocable to the Premises. If the actual Operating Costs Allocable to the Premises for any given Year were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than 5%, Landlord shall reimburse Tenant for the cost of its audit. A "“Qualified Person" ” means an accountant or other person experienced in accounting for income and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to the Premises achieved through the inspection process described in this subparagraph.. 3.4.5

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs Allocable to the Premises for no less than twelve (12) months following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant is not then in default of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Tenant is not otherwise in default under this Lease, Tenant may, at Tenant's sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord's records. Such inspection, if any, shall be conducted no more than once each Year, during Landlord's normal business hours within seventy five (75) Business Days after receipt of Landlord's written statement of Operating Costs Allocable to the Premises for the previous year, upon first furnishing Landlord at least fifteen (15) Business Days prior written notice. Any errors disclosed by the review shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an auditor of Landlord's choice. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment of Base Rent, Additional Rent or other payments due to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Operating Costs Allocable to the Premises. If the actual Operating Costs Allocable to the Premises for any given Year were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than 5%, Landlord shall reimburse Tenant for the cost of its audit. A "Qualified Person" means an accountant or other person experienced in accounting for income and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to the Premises achieved through the inspection process described in this subparagraph.,

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs Allocable to the Premises for no less than twelve two (122) months years following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant is not then in default of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Tenant is not otherwise in default under this LeaseLease beyond any applicable notice and cure period, Tenant may, at Tenant's ’s sole cost and expenseexpense (except as expressly set forth below), cause a Qualified Person (defined below) to inspect Landlord's ’s records. Such inspection, if any, shall be conducted no more than once each Yearcalendar year, during Landlord's ’s normal business hours within seventy five one hundred eighty (75180) Business Days calendar days after receipt of Landlord's ’s written statement of Operating Costs Allocable to the Premises for the previous yearapplicable calendar year (or, with respect to Base Year Operating Costs, within two (2) years after the expiration of the Base Year), upon first furnishing Landlord at least fifteen twenty (1520) Business Days calendar days prior written notice. Any errors disclosed by the review shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an auditor of reasonably chosen by Landlord's choice. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's ’s subsequent installment of Base Rent, Additional Rent or other payments due to Landlord under the LeaseLease (or in the event the Lease Term is expired or terminated, Landlord shall pay any such amount to Tenant within twenty (20) Business Days following Landlord’s receipt of the audit results). In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Operating Costs Allocable to the Premises. If the actual Operating Costs Allocable to the Premises for any given Year calendar year were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than 5four percent (4%), Landlord shall promptly reimburse Tenant for the cost of its audit. A "Qualified Person" means an accountant or other person experienced , up to a maximum amount of the overstatement in accounting for income and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to the Premises achieved through the inspection process described in this subparagraphquestion.

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs Allocable to the Premises for no less than twelve (12) months following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant is not then in default of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Tenant is not otherwise in default under this Lease, Tenant may, at Tenant's ’s sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord's ’s records. Such inspection, if any, shall be conducted no more than once each Year, during Landlord's ’s normal business hours within seventy five ninety (7590) Business Days calendar days after receipt of Landlord's ’s written statement of Operating Costs Allocable to the Premises for the previous year, upon first furnishing Landlord at least fifteen twenty (1520) Business Days calendar days prior written notice. All information obtained in connection with Tenant’s inspection and audit shall be held in strict confidence and shall not be revealed to any other tenant of the Building or to any third party except as may be required to be disclosed in connection with litigation between Landlord and Tenant arising out of this Lease. Any errors disclosed by the review shall be promptly corrected by Landlord; provided, however, that if Landlord in good faith disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an auditor of Landlord's ’s choice. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's ’s subsequent installment of Base Rent, Additional Rent or other payments due to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Operating Costs Allocable to the Premises. If the actual Operating Costs Allocable to the Premises for any given Year were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than 5%, Landlord shall reimburse Tenant for the cost of its audit. A "Qualified Person" means Notwithstanding the foregoing, if within thirty (30) days after notification from Landlord of the results of Landlord’s review, Tenant gives written notice to Landlord that the determination of any items in Operating Costs has not been resolved to the reasonable satisfaction of Tenant, then the dispute of such item(s) only shall be submitted to an independent certified public accountant or other person experienced (“CPA”) mutually acceptable to the parties whose decision shall be binding on the parties. If Landlord and Tenant are unable to agree on a CPA, then each party shall appoint a CPA and the two (2) CPAs shall jointly appoint a CPA to resolve such dispute. Landlord and Tenant agree to divide equally all fees of the CPA with respect to any such dispute, provided, however, if the decision of the CPA results in accounting for income and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in the actual Operating Costs Allocable to the Premises achieved through being overstated by more than 5%, Landlord shall pay the inspection process described in this subparagraphreasonable fees of the CPA.

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs Allocable to the Premises for no less than twelve two (122) months years following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant is not then in default of beyond applicable notice and cure periods with respect to its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease beyond applicable notice and cure periods and provided that Tenant is not otherwise in material default under this LeaseLease beyond applicable notice and cure periods, Tenant may, at Tenant's ’s sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord's ’s records. Such inspection, if any, shall be conducted no more than once each Year, during Landlord's ’s normal business hours within seventy five one (751) Business Days year after receipt of Landlord's the applicable written statement of Operating Costs Allocable to the Premises for the previous yearPremises, upon first furnishing Landlord at least fifteen twenty (1520) Business Days calendar days prior written notice. Any errors disclosed by Landlord shall provide Tenant with reasonable accommodations for such review and reasonable use of available office equipment, but may charge Tenant for telephone calls, copying expenses, facsimile expenses and other reasonable out-of-pocket expenses at Landlord’s actual cost. In connection with the review shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errorsreview, Landlord shall have furnish Tenant with such reasonable supporting documentation relating to the right to cause another review to be made by an auditor of Landlord's choicesubject statement as Tenant may reasonably request. In the event If after such inspection, Tenant notifies Landlord in writing that Tenant still disputes such amounts (or if Landlord disputes the results of such inspection), a certification as to the review proper amount shall be made at Tenant’s expense, by a Qualified Person mutually selected by Tenant and Landlord and who is a member of records (taking into accounta nationally or regionally recognized accounting firm, which certification shall be binding upon Landlord and Tenant. Landlord shall cooperate in good faith with Tenant and the Qualified Person to show Tenant and the Qualified Person the information upon which the certification is to be based. However, if applicable, such certification by the results of any additional review caused by Landlord) reveal Qualified Person proves that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment of Base Rent, Additional Rent or other payments due to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Operating Costs Allocable to the Premises. If the actual Operating Costs Allocable to the Premises for any given Year set forth in the statement were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than five percent (5%), Landlord shall reimburse Tenant for then the cost of its auditTenant’s original Qualified Person and the cost of such certification by the second Qualified Person shall be paid for by Landlord. A "Qualified Person" means an accountant Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or other person experienced in accounting for income and expenses of office projectsreimbursements, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable as the case may be, to the Premises achieved through the inspection process described in this subparagrapheach other, as are determined to be owing pursuant to such certification.

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs Allocable to the Premises for no less than twelve twenty-four (1224) months following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant is not then in default of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Tenant is not otherwise in default under this Lease, Tenant may, at Tenant's ’s sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord's records’s records at the location where such records are maintained by or on behalf of Landlord. Such inspection, if any, shall be conducted no more than once each Year, during Landlord's ’s normal business hours within seventy five one hundred twenty (75120) Business Days calendar days after receipt of Landlord's ’s written statement of Operating Costs Allocable to the Premises for the previous year, upon first furnishing Landlord at least fifteen twenty (1520) Business Days calendar days prior written notice. If the actual Operating Costs Allocable to the Premises for any given Year as certified to Landlord by the Qualified Person that conducted such review were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than three percent (3%), Tenant shall have the right to cause such Qualified Person to also inspect the Landlord’s records for the Year immediately preceding the Year which was the subject of the initial review. Any errors disclosed by the review review(s) and certified to Landlord by the Qualified Person which conducted such review(s) shall be promptly corrected by Landlord; : provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review or reviews to be made by an auditor of Landlord's ’s choice. In the event the results of the review review(s) of records (taking into account, if applicable, the results of any additional review review(s) caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's ’s subsequent installment of Base Rent, ; Additional Rent or other payments due to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Estimated Operating Costs (net of Insurance and Property Taxes) Allocable to the Premises. If the actual Operating Costs Allocable to the Premises for any given Year were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than 5four percent (4%), Landlord shall reimburse Tenant for the cost of its audit. A "Qualified Person" means an accountant or other person experienced in accounting for income and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to the Premises achieved through the inspection process described in this subparagraph.

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs Allocable to the Premises for no less than twelve (12) months following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant no Event of Default has occurred and is not then in default of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Tenant is not otherwise in default under this Leasecontinuing, Tenant may, at Tenant's ’s sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord's records’s records regarding the actual Operating Costs Allocable to the Premises for any particular Year. Such inspection, if any, shall be conducted no more than once each Year, during Landlord's ’s normal business hours and Landlord’s or Manager’s offices, located in the Washington DC region. Any audit of a particular Year’s Operating Costs must be completed within seventy five one hundred twenty (75120) Business Days days after Tenant’s receipt of Landlord's ’s written statement of the actual Operating Costs Allocable to the Premises for the previous yearsuch particular Year, upon first furnishing Landlord at least fifteen and to be scheduled no less than twenty (1520) Business Days prior written noticeand no more than forty-five (45) days from Landlord’s receipt of such request. Any errors disclosed by the review shall be promptly corrected by Landlord; : provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an auditor of Landlord's ’s choice. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that the tenants of the Building were overcharged with respect to Operating Costs for the preceding Year, then Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited the overage applicable to Tenant against Tenant's ’s subsequent installment of Base Rent, Additional Rent or other payments due to Landlord under the LeaseLease or reimbursed to Tenant if no such payments are due. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Operating Costs Allocable to the Premiseswithin thirty (30) Business Days after written invoice from Landlord. If the actual Operating Costs Allocable to the Premises for any given Year were improperly computed and if the actual Operating Costs Allocable to tenants in the Premises are overstated Building were overcharged by more than 5four percent (4%) with respect to Operating Costs for the preceding Year, Landlord shall reimburse Tenant for the reasonable cost of its audit. A "Qualified Person" means an accountant or other person experienced in accounting for income and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to the Premises achieved through the inspection process described in this subparagraph.

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs Allocable to the Premises for no less than twelve (12) months following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant is not then in default of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Tenant is not otherwise in default under this Lease, Tenant may, at Tenant's sole cost and expense, cause a Qualified Person (as defined below) to inspect Landlord's records. Such inspection, if any, shall be conducted no more than once each Year, during Landlord's normal business hours within seventy five sixty (7560) Business Days after receipt of Landlord's written statement of Operating Costs Allocable to the Premises for the previous year, and upon Tenant first furnishing Landlord written notice of the inspection, if any, at least fifteen (15) Business Days prior written noticein advance of such inspection. Any errors disclosed by the review shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an auditor of Landlord's choice. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment of Base Rent, Additional Rent or other payments due to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Operating Costs Allocable to the Premises. If the actual Operating Costs Allocable to the Premises for any given Year were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than 5%, Landlord shall reimburse Tenant for the cost of its audit. A "Qualified Person" means an accountant or other person experienced in accounting for income and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to the Premises achieved through the inspection process described in this subparagraph.Landlord

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs Allocable to the Premises for no less than twelve (12) months following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant is not then in default of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Tenant is not otherwise in default under this Lease, Tenant may, at Tenant's sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord's recordsrecords at the location where such records are maintained by or on behalf of Landlord. Such inspection, if any, shall be conducted no more than once each Year, during Landlord's normal business hours within seventy five ninety (7590) Business Days calendar days after receipt of Landlord's written statement of Operating Costs Allocable to the Premises for the previous year, upon first furnishing Landlord at least fifteen twenty (1520) Business Days calendar days prior written notice. Any errors disclosed by the review and certified to Landlord by the Qualified Person which conducted such review shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an auditor of Landlord's choice. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment of Base Rent, Additional Rent or other payments due to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Estimated Operating Costs (net of Insurance and Property Taxes) Allocable to the Premises. If the actual Operating Costs Allocable to the Premises for any given Year were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than 5%, Landlord shall reimburse Tenant for the cost of its audit. A "Qualified Person" means an accountant or other person experienced in accounting for income and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to the Premises achieved through the inspection process described in this subparagraph.

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs Allocable to the Premises for no less than twelve (12) months following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant is not then in default of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Tenant is not otherwise in default under this Lease, Tenant may, at Tenant's sole cost and expense, cause a Qualified Person (as defined below) to inspect Landlord's records. Such inspection, if any, shall be conducted no more than once each Year, during Landlord's normal business hours within seventy five sixty (7560) Business Days after receipt of Landlord's written statement of Operating Costs Allocable to the Premises for the previous year, and upon Tenant first furnishing Landlord written notice of the inspection, if any, at least fifteen (15) Business Days prior written noticein advance of such inspection. Any errors disclosed by the review shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an auditor of Landlord's choice. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment of Base Rent, Additional Rent or other payments due to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Operating Costs Allocable to the Premises. If the actual Operating Costs Allocable to the Premises for any given Year were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than 5%, Landlord shall reimburse Tenant for the cost of its audit. A "Qualified PersonQUALIFIED PERSON" means an internal auditor of Tenant or an accountant or other person experienced in accounting for income and expenses of office industrial projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to the Premises achieved through the inspection process described in this subparagraph.. 3.5

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs Allocable to the Premises for no less than twelve (12) months following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant is not then in default of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Tenant is not otherwise in default under this Lease, Tenant may, at Tenant's sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord's records. Such inspection, if any, shall be conducted no more than once each Year, Year during Landlord's normal business hours within seventy five ninety (7590) Business Days calendar days after receipt of Landlord's written statement of Operating Costs Allocable to the Premises for the previous year, upon first furnishing Landlord at least fifteen twenty (1520) Business Days calendar days prior written notice. Any errors disclosed by the review shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an auditor of Landlord's choice. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment of Base Rent, Additional Rent or other payments due to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Operating Costs Allocable to the Premises. If the actual Operating Costs Allocable to the Premises for any given Year were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than 5%, Landlord shall reimburse Tenant for the cost of its audit. A For purposes of this subparagraph, the term "Qualified Person" means an accountant or other person experienced in accounting for income and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to the Premises achieved through the inspection process described in this subparagraph.. 3.4.6

Operating Cost Audit. Landlord shall maintain records -------------------- concerning estimated and actual Operating Costs Allocable to for the Premises for no less than twelve (12) months following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant is not then in default of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that or Tenant is not otherwise in material default under this Lease, Tenant may, at Tenant's sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord's records. Such inspection, if any, shall be conducted no more than once each Year, during Landlord's normal business hours within seventy seventy-five (75) Business Days after receipt of Landlord's written statement of Operating Costs Allocable to for the Premises for the previous year, upon first furnishing Landlord at least fifteen (15) Business Days prior written notice. Any errors disclosed by the review shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an auditor of Landlord's choice. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment of Base Rent, Additional Rent or other payments due to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Operating Costs Allocable to for the Premises. If the actual Operating Costs Allocable to for the Premises for any given Year were improperly computed and if the actual Operating Costs Allocable to for the Premises are overstated by more than 52%, Landlord shall reimburse Tenant for the cost of its auditaudit provided that the cost of the audit shall not exceed $5,000. A "Qualified Person" means ---------------- an accountant or other person experienced in accounting for income and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to for the Premises achieved through the inspection process described in this subparagraph.

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs Allocable to the Premises for no less than twelve (12) months following the period covered by the statement or statements furnished Tenant, after which time Landlord may may, provided there is not then any ongoing dispute between Landlord and Tenant concerning the same of which Tenant has notified Landlord in writing, dispose of such records. Provided that Tenant is not then in default of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Tenant is not otherwise in default under this Lease, Tenant may, at Tenant's sole cost and expense, cause a Qualified Person (as defined below) to inspect Landlord's records. Such inspection, if any, shall be conducted no more than once each Year, during Landlord's normal business hours within seventy five sixty (7560) Business Days after receipt of Landlord's written statement of Operating Costs Allocable to the Premises for the previous year, and upon Tenant first furnishing Landlord written notice of the inspection, if any, at least fifteen (15) Business Days prior written noticein advance of such inspection. Any errors disclosed by the review shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review to be made by an auditor of Landlord's choice. In the event the results of the review of records (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be credited against Tenant's subsequent installment of Base Rent, Additional Rent or other payments due to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Operating Costs Allocable to the Premises. If the actual Operating Costs Allocable to the Premises for any given Year were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than 5%, Landlord shall reimburse Tenant for the cost of its audit. A "Qualified Person" means an accountant or other person experienced in accounting for income and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to the Premises achieved through the inspection process described in this subparagraph.

Operating Cost Audit. Landlord shall maintain records concerning estimated and actual Operating Costs Allocable to the Premises for no less than twelve eighteen (1218) months following the period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that Tenant no Event of Default has occurred and is not then in default of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Tenant is not otherwise in default under this Leasecontinuing, Tenant may, at Tenant's ’s sole cost and expense, cause a Qualified Person (defined belowabove) to inspect Landlord's records’s records for the prior Year. Such inspection, if any, shall be conducted no more than once each Year, during Landlord's ’s normal business hours within seventy five one hundred twenty (75120) Business Days calendar days after receipt of Landlord's ’s written statement of Operating Costs Allocable to the Premises for the previous yearYear, upon first furnishing Landlord at least fifteen twenty (1520) Business Days prior written notice. In no event shall Tenant be permitted to inspect Landlord’s records for any particular Year more than once. As a condition to Tenant’s right to conduct such inspection, Tenant agrees (i) to promptly furnish Landlord (at Tenant’s cost) with a copy of the report of Tenant’s inspection of Landlord’s records, and (ii) except as required by applicable Governmental Requirements, that neither Tenant nor any of Tenant’s Agents shall divulge the contents of Landlord’s records or the results of its inspection to any third party. Any errors disclosed by the review inspection shall be promptly corrected by Landlord; provided, however, that if Landlord disagrees with any such claimed errors, Landlord shall have the right to cause another review inspection to be made by an auditor of Landlord's ’s choice. In the event the results of the review of records inspection (taking into account, if applicable, the results of any additional review inspection caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall be paid by Landlord to Tenant within thirty (30) days following such inspection or, at Landlord’s option (except after the expiration of the Lease Term), credited against Tenant's ’s subsequent installment installment(s) of Base Rent, Additional Rent or other payments Operating Costs Allocable to the Premises due to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such underpayment shall be paid by Tenant to Landlord with the next succeeding installment obligation of estimated Operating Costs Allocable to the PremisesPremises (except after the expiration of the Lease Term, in which case Tenant shall pay Landlord the amount of such underpayment within thirty (30) days following such examination). If Tenant shall pay the cost of such inspection, unless the total Operating Costs Allocable to the Premises for the Year in question is determined to be in error by more than ten percent (10%) in the aggregate, and, as a result thereof, Tenant paid to Landlord more than the actual Operating Costs Allocable to the Premises due for any given Year were improperly computed and if the actual Operating Costs Allocable to the Premises are overstated by more than 5%such Year, in which case Landlord shall reimburse Tenant for pay the cost of its audit. A "Qualified Person" means an accountant or other person experienced such inspection not to exceed the amount Tenant was overcharged for the Year in accounting for income and expenses of office projects, who is engaged solely by Tenant on terms which do not entail any compensation based or measured in any way upon any savings in Additional Rent or reduction in Operating Costs Allocable to the Premises achieved through the inspection process described in this subparagraphquestion).