Common use of Tenant Audit Clause in Contracts

Tenant Audit. Within sixty (60) days following Tenant’s receipt of the Statement, Tenant may give Landlord notice (the “Review Notice”) stating that Tenant elects to review and/or contest any item in such Statement and identifying with reasonable specificity the records of Landlord reasonably relating to such matters that Tenant desires to review. Tenant may not deliver more than one (1) Review Notice with respect to any Expense Year. If Tenant fails to give Landlord such a Review Notice within that sixty (60) day period, Tenant shall be deemed to have approved the applicable Statement. If Tenant timely gives the Review Notice, Tenant shall be entitled to conduct or require an audit to be conducted and Landlord will provide such information as Landlord reasonably determines to be responsive to Tenant’s (or its auditor’s) inquiry, provided that (a) not more than one (1) such audit may be conducted during any Expense Year of the Term, (b) the records for each Expense Year may be audited only once, (c) such audit is commenced within sixty (60) days following the date of applicable Review Notice and (d) such audit is completed and a copy thereof is delivered to Landlord within ninety (90) days following the commencement of the audit. Tenant’s auditor must be (i) an independent and nationally recognized “Big Four” accounting firm, (ii) reasonably approved by Landlord and (iii) must not charge a fee based on the amount that the accountant is able to save Tenant by the inspection and Tenant and its auditor must maintain in strict confidence any and all information obtained in connection with the review and shall not disclose such information to any person or entity other than to the management personnel of Tenant. An overcharge of Direct Expenses by Landlord shall not entitle Tenant to terminate this Lease. No subtenant shall have the right to audit. Any assignee’s audit right will be limited to the period after the effective date of the assignment. No audit shall be permitted if an Event of Default by Tenant has occurred and is continuing under this Lease, including without limitation any failure by Tenant to pay any amount due under this Article 4; provided, however, Tenant’s audit right shall be reinstated immediately upon the cure of such Event of Default. In no event shall payment of Rent ever be contingent upon the performance of such audit. For purposes of any audit, Tenant or Tenant’s duly authorized representative, at Tenant’s sole cost and expense, shall have the right, upon fifteen (15) days’ written notice to Landlord, to inspect Landlord’s books and records pertaining to Direct Expenses at the offices of Landlord or Landlord’s managing agent during ordinary business hours, provided that such audit must be conducted so as not to unreasonably interfere with Landlord’s business operations and must be reasonable as to scope and time. In the event Landlord disputes, in good faith, the determination of Tenant’s auditor of actual Direct Expenses, Landlord may, at its sole cost and expense, seek a final determination of actual Direct Expenses by agreement of the parties, arbitration or a court of competent jurisdiction; provided, that (A) if actual Direct Expenses are finally determined (by agreement of the parties, arbitration or a court of competent jurisdiction) to have been overstated or understated by Landlord for any calendar year, then the parties shall within thirty (30) days thereafter make such adjustment payment or refund as is applicable, and (B) if actual Direct Expenses are finally determined (by agreement of the parties, arbitration or a court of competent jurisdiction) to have been overstated by Landlord for any calendar year by in excess of five percent (5%), then Landlord shall pay or reimburse Tenant the reasonable out-of-pocket costs incurred in connection with such audit, not to exceed $10,000.00.

Tenant Audit. Within sixty (60) days following Tenant’s receipt In the event Tenant disputes the amount of the Statement, Direct ------------ Expenses set forth in the Statement delivered by Landlord to Tenant may give Landlord notice (the “Review Notice”) stating that Tenant elects pursuant to review and/or contest any item in such Statement and identifying with reasonable specificity the records of Landlord reasonably relating to such matters that Tenant desires to review. Tenant may not deliver more than one (1) Review Notice with respect to any Expense Year. If Tenant fails to give Landlord such a Review Notice within that sixty (60) day periodSection 4.4.2 above, Tenant shall be deemed have the right, at Tenant's cost, after reasonable notice to have approved the applicable Statement. If Tenant timely gives the Review NoticeLandlord, Tenant shall be entitled to conduct or require an audit to be conducted inspect, at Landlord's office during normal business hours, Landlord's books and Landlord will provide such information as Landlord reasonably determines to be responsive to Tenant’s (or its auditor’s) inquiry, provided that (a) not more than one (1) such audit may be conducted during any Expense Year of the Term, (b) the records for each Expense Year may be audited only once, (c) such audit is commenced within sixty (60) days following the date of applicable Review Notice and (d) such audit is completed and a copy thereof is delivered to Landlord within ninety (90) days following the commencement of the audit. Tenant’s auditor must be (i) an independent and nationally recognized “Big Four” accounting firm, (ii) reasonably approved by Landlord and (iii) must not charge a fee based on the amount that the accountant is able to save Tenant by the inspection and Tenant and its auditor must maintain in strict confidence any and all information obtained in connection with the review and shall not disclose such information to any person or entity other than directly relevant to the management personnel of Tenant. An overcharge of Direct Expenses by Landlord shall not entitle Tenant to terminate this Lease. No subtenant shall have the right to audit. Any assignee’s audit right will be limited to the period after the effective date of the assignment. No audit shall be permitted if an Event of Default by Tenant has occurred and is continuing under this Lease, including without limitation any failure by Tenant to pay any amount due under this Article 4set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant as described below, or object to or otherwise dispute the amount of the Direct Expenses set forth in any Statement, unless Tenant does so within one (1) year immediately following Landlord's delivery of the particular Statement in question (the "Review Period"); provided, further, that notwithstanding any such timely objection, dispute, inspection and/or audit, and as a condition precedent to Tenant’s 's exercise of its right of objection, dispute, inspection and/or audit right as set forth in this Section 4.6, Tenant shall not be reinstated immediately upon permitted to withhold ----------- payment of, and Tenant shall timely pay to Landlord, the cure full amounts as required by the provisions of this Article 4 in accordance with such Event of DefaultStatement. In no event shall However, such payment of Rent ever may be contingent upon made under protest pending the performance of such audit. For purposes outcome of any auditaudit which may be performed by the Accountant as described below. If after such inspection, Tenant or Tenant’s duly authorized representativestill disputes the amount of the Direct Expenses set forth in the Statement, at Tenant’s sole cost and expense, Tenant shall have the right, upon fifteen (15) days’ written notice to Landlordwithin the Review Period, to inspect cause an independent certified public accountant which shall be one of the "Big 5" national accounting firms selected by Tenant which (i) has not represented or been engaged by Tenant on Tenant's behalf in the past ten (10) years, and (ii) is not paid on a contingent fee basis (the "Accountant"), to commence and complete an audit of Landlord’s 's books and records pertaining directly relevant to Landlord's calculation of the Direct Expenses at to determine the offices proper amount of the Direct Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement, which audit shall be final and binding upon Landlord or Landlord’s managing agent during ordinary business hours, provided that and Tenant. If such audit must be conducted so as not to unreasonably interfere with Landlord’s business operations and must be reasonable as to scope and time. In the event reveals that Landlord disputes, in good faith, the determination of has over-charged Tenant’s auditor of actual Direct Expenses, Landlord may, at its sole cost and expense, seek a final determination of actual Direct Expenses by agreement of the parties, arbitration or a court of competent jurisdiction; provided, that (A) if actual Direct Expenses are finally determined (by agreement of the parties, arbitration or a court of competent jurisdiction) to have been overstated or understated by Landlord for any calendar year, then the parties shall within thirty (30) days thereafter make after the results of such adjustment payment or refund as audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is applicable, and (B) if actual Direct Expenses are finally subsequently determined (that Landlord's original Statement which was the subject of such audit was in error to Tenant's disadvantage by agreement of the parties, arbitration or a court of competent jurisdiction) to have been overstated by Landlord for any calendar year by in excess of more than five percent (5%), then in which case Landlord shall pay or reimburse Tenant for the reasonable out-of-pocket costs incurred in connection with cost of such audit. The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning the correctness of any Statement provided by Landlord at any time during the Review Period, not but the failure of Tenant to exceed $10,000.00object thereto, conduct and complete its inspection and request that Landlord have the Accountant conduct and finalize the audit as described above prior to the expiration of the Review Period shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Direct Expenses shown thereon.

Tenant Audit. Within sixty (60) days following Tenant’s receipt of the Statement, Tenant may give Landlord notice (the “Review Notice”) stating that Tenant elects to review and/or contest any item in such Statement and identifying with reasonable specificity the records of Landlord reasonably relating to such matters that Tenant desires to review. Tenant may not deliver more than one (1) Review Notice with respect to any Expense Year. If Tenant fails to give Landlord such a Review Notice within that sixty (60) day period, Tenant shall be deemed to have approved the applicable Statement. If Tenant timely gives the Review Notice, Tenant shall be entitled to conduct or require an audit to be conducted and Landlord will provide such information as Landlord reasonably determines to be responsive to Tenant’s (or its auditor’s) inquiry, provided that (a) not more than one (1) such audit may be conducted during any Expense Year of the Term, (b) the records for each Expense Year may be audited only once, (c) such audit is commenced within sixty (60) days following the date of applicable Review Notice and (d) such audit is completed and a copy thereof is delivered to Landlord within ninety (90) days following the commencement of the audit. Tenant’s auditor must be (i) an independent and nationally recognized “Big Four” accounting firm, (ii) reasonably approved by Landlord and (iii) must not charge a fee based on the amount that the accountant is able to save Tenant by the inspection and Tenant and its auditor must maintain in strict confidence any and all information obtained in connection with the review and shall not disclose such information to any person or entity other than to the management personnel of Tenant. An overcharge of Direct Expenses by Landlord shall not entitle Tenant to terminate this Lease. No subtenant shall have the right to audit. Any assignee’s audit right will be limited to the period after the effective date of the assignment. No audit shall be permitted if an Event of Default by Tenant has occurred and is continuing under this Leaseperform, including without limitation any failure by Tenant to pay any amount due under this Article 4; provided, however, Tenant’s audit right shall be reinstated immediately upon the cure of such Event of Default. In no event shall payment of Rent ever be contingent upon the performance of such audit. For purposes of any audit, Tenant or Tenant’s duly authorized representative, at Tenant’s sole cost and expense, shall have the right, upon fifteen (15) days’ written notice to Landlord, to inspect Landlord’s books and records pertaining to Direct Expenses at the offices of Landlord or Landlord’s managing agent during ordinary business hours, provided that such audit must be conducted so as not to unreasonably interfere with Landlord’s business operations and must be reasonable as to scope and time. In the event Landlord disputes, more than once in good faith, the determination of Tenant’s auditor of actual Direct Expenses, Landlord may, at its sole cost and expense, seek a final determination of actual Direct Expenses by agreement of the parties, arbitration or a court of competent jurisdiction; provided, that (A) if actual Direct Expenses are finally determined (by agreement of the parties, arbitration or a court of competent jurisdiction) to have been overstated or understated by Landlord for any calendar year, then an annual audit on Landlord's books and records which reflect Operating Expenses to verify Landlord's calculation of actual Operating Expenses for the parties prior calendar year, provided that (i) such audit shall be commenced, if at all, on or before one hundred eighty (180) days after the receipt of the annual statement of actual Operating Expenses from Landlord, (ii) such audit shall be performed during Landlord's normal business hours, at the place where Landlord maintains its records (or such other place as Landlord shall deliver the appropriate records) and only after Landlord has received thirty (30) days prior written notice, (iii) such audit shall be conducted by a certified public accountant reasonably acceptable to Landlord, and such audit services shall not be provided on a contingency fee basis, (iv) the auditor's report reflecting the results of such audit shall be promptly delivered to Landlord, (v) such audit and/or inspection shall commence within thirty (30) days after Landlord makes such books and records available to Tenant's auditor and thereafter make proceed reasonably to conclusion, (vi) such adjustment payment or refund as is applicableaudit and/or inspection shall not unreasonably interfere with the conduct of Landlord's business, and (Bvii) if actual Direct Expenses are finally determined (both Tenant and the accounting firm conducting the audit and/or inspection shall execute a confidentiality agreement for the benefit of Landlord, in the form reasonably requested by agreement Landlord, prior to the commencement of the partiesaudit or inspection. This paragraph shall not be construed to limit or abate Tenant's obligation xx xxy the Operating Expenses when due as set forth in this Lease. If such audit conducted by Tenant discloses that Tenant has overpaid Operating Expenses, arbitration or a court then, after verification of competent jurisdiction) to have been overstated such audit by Landlord or by accountants selected by Landlord, any overpayment shall be refunded to Tenant (so long as Tenant is not then in default of any of the terms of this Lease, in which event such overpayment shall be applied against any amount Tenant owes as a result of such default) within thirty (30) days after the verification of the audit. Failure by Tenant to contest or dispute the allocation of Operating Expenses within the time period set forth above for performance of an audit (a) shall be deemed a waiver of the applicable audit or dispute right and any right to contest the Operating Expenses for the applicable calendar year year; and (b) shall be deemed acceptance of the Operating Expenses charges as submitted to and reviewed by Tenant. In the event the audit reveals that Landlord has overstated Operating Expenses by in excess of five four percent (54%), then Landlord shall pay or reimburse Tenant for the reasonable out-of-pocket costs incurred in connection with such cost of the audit, not to exceed $10,000.00. The foregoing provisions shall survive termination or expiration of the Lease.

Tenant Audit. Within sixty (60) days following Tenant’s receipt of In the Statementevent that Tenant shall dispute the amount ------------ set forth in any statement provided by Landlord under Paragraph 7.B or 7.C. above, and provided that Tenant is not then in default hereunder, Tenant may give Landlord notice (the “Review Notice”) stating that Tenant elects to review and/or contest any item in such Statement and identifying with reasonable specificity the records of Landlord reasonably relating to such matters that Tenant desires to review. Tenant may not deliver more than one (1) Review Notice with respect to any Expense Year. If Tenant fails to give Landlord such a Review Notice within that sixty (60) day period, Tenant shall be deemed to have approved the applicable Statement. If Tenant timely gives the Review Notice, Tenant shall be entitled to conduct or require an audit to be conducted and Landlord will provide such information as Landlord reasonably determines to be responsive to Tenant’s (or its auditor’s) inquiry, provided that (a) not more than one (1) such audit may be conducted during any Expense Year of the Term, (b) the records for each Expense Year may be audited only once, (c) such audit is commenced within sixty (60) days following the date of applicable Review Notice and (d) such audit is completed and a copy thereof is delivered to Landlord within ninety (90) days following the commencement of the audit. Tenant’s auditor must be (i) an independent and nationally recognized “Big Four” accounting firm, (ii) reasonably approved by Landlord and (iii) must not charge a fee based on the amount that the accountant is able to save Tenant by the inspection and Tenant and its auditor must maintain in strict confidence any and all information obtained in connection with the review and shall not disclose such information to any person or entity other than to the management personnel of Tenant. An overcharge of Direct Expenses by Landlord shall not entitle Tenant to terminate this Lease. No subtenant shall have the right to audit. Any assignee’s audit right will be limited to the period after the effective date of the assignment. No audit shall be permitted if an Event of Default by Tenant has occurred and is continuing under this Lease, including without limitation any failure by Tenant to pay any amount due under this Article 4; provided, however, Tenant’s audit right shall be reinstated immediately upon the cure of such Event of Default. In no event shall payment of Rent ever be contingent upon the performance of such audit. For purposes of any audit, Tenant or Tenant’s duly authorized representative, at Tenant’s sole cost and expense, shall have the right, not later than thirty (30) days following the receipt of such statement and upon fifteen (15) days’ written notice to Landlordthe condition that Tenant shall first deposit with Landlord the full amount in dispute, to inspect Landlord’s cause Landlords books and records pertaining with respect to Direct Expenses at Basic Operating Cost for such fiscal year to be audited by certified public accountants selected by Tenant and subject to Landlord's reasonable right of approval. The Basic Operating Cost Adjustment shall be appropriately adjusted on the offices basis of Landlord or Landlord’s managing agent during ordinary business hours, provided that such audit. If such audit must be conducted so as not to unreasonably interfere with Landlord’s business operations and must be reasonable as to scope and time. In the event Landlord disputes, discloses a liability for a refund in good faithexcess of ten percent (10%) of Tenant's Proportionate Share of Basic Operating Cost previously reported, the determination cost of such audit shall be borne by Landlord; otherwise the cost of such audit shall be paid by Tenant’s auditor . If Tenant shall not request an audit in accordance with the provisions of actual Direct Expenses, Landlord may, at its sole cost and expense, seek a final determination of actual Direct Expenses by agreement of the parties, arbitration or a court of competent jurisdiction; provided, that (A) if actual Direct Expenses are finally determined (by agreement of the parties, arbitration or a court of competent jurisdiction) to have been overstated or understated by Landlord for any calendar year, then the parties shall this Paragraph 7.D. within thirty (30) days thereafter make after receipt of Landlord's statement provided pursuant to Paragraph 7.B. or 7.C., such adjustment payment or refund as is applicablestatement shall be final and binding for all purposes hereof. The right of Tenant under this Paragraph 7.D. may only be exercised once for any Landlord statement, and (B) if actual Direct Expenses are finally determined (by agreement Tenant fails to meet any of the partiesabove conditions as a prerequisite to the exercise of such right, arbitration or the right of Tenant under this Paragraph 7.D. for a court of competent jurisdiction) to have been overstated by Landlord for any calendar year by in excess of five percent (5%), then Landlord particular Landlord's statement shall pay or reimburse Tenant the reasonable out-of-pocket costs incurred in connection with such audit, not to exceed $10,000.00be deemed waived.

Tenant Audit. Within sixty (60) days following Tenant’s receipt of the Statement, Tenant may give Landlord notice (the “Review Notice”) stating that Tenant elects to review and/or contest any item in such Statement and identifying with reasonable specificity the records of Landlord reasonably relating to such matters that Tenant desires to review. Tenant may not deliver more than one (1) Review Notice with respect to any Expense Year. If Tenant fails to give Landlord such a Review Notice within that sixty (60) day period, Tenant shall be deemed to have approved the applicable Statement. If Tenant timely gives the Review Notice, Tenant shall be entitled to conduct or require an audit to be conducted and Landlord will provide such information as Landlord reasonably determines to be responsive to Tenant’s (or its auditor’s) inquiry, provided that (a) not more than one (1) such audit may be conducted during any Expense Year of the Term, (b) the records for each Expense Year may be audited only once, (c) such audit is commenced within sixty (60) days following the date of applicable Review Notice and (d) such audit is completed and a copy thereof is delivered to Landlord within ninety (90) days following the commencement of the audit. Tenant’s auditor must be (i) an independent and nationally recognized “Big Four” accounting firm, (ii) reasonably approved by Landlord and (iii) must not charge a fee based on the amount that the accountant is able to save Tenant by the inspection and Tenant and its auditor must maintain in strict confidence any and all information obtained in connection with the review and shall not disclose such information to any person or entity other than to the management personnel of Tenant. An overcharge of Direct Expenses by Landlord shall not entitle Tenant to terminate this Lease. No subtenant shall have the right to audit. Any assignee’s audit right will be limited to the period after the effective date of the assignment. No audit shall be permitted if an Event of Default by Tenant has occurred and is continuing under this Lease, including without limitation any failure by Tenant to pay any amount due under this Article 4; provided, however, Tenant’s audit right shall be reinstated immediately upon the cure of such Event of Default. In no event shall payment of Rent ever be contingent upon the performance of such audit. For purposes of any audit, Tenant or Tenant’s duly authorized representative, at Tenant’s sole cost and expense, shall have the right, at Tenant's expense and upon fifteen (15not less than five(5) days’ days prior written notice to Landlord, to inspect review at reasonable times, in Landlord’s 's office, Landlord's books and records pertaining applicable to Direct Expenses at Tenant's Lease for purposes of verifying Landlord's calculation of the offices of Landlord or Landlord’s managing agent during ordinary business hours, provided that such audit must be conducted so as not to unreasonably interfere with Landlord’s business operations Basic Operating Cost and must be reasonable as to scope and timeBasic Operating Cost Adjustment. In the event Landlord disputes, that Tenant shall dispute the amount set fort in good faith, the determination of Tenant’s auditor of actual Direct Expenses, Landlord may, at its sole cost and expense, seek a final determination of actual Direct Expenses by agreement of the parties, arbitration or a court of competent jurisdiction; provided, that (A) if actual Direct Expenses are finally determined (by agreement of the parties, arbitration or a court of competent jurisdiction) to have been overstated or understated any statement provided by Landlord for any calendar yearunder Paragraph 7B or 7C above, then Tenant shall have the parties shall within thirty right, not later than twenty (3020) days thereafter make following the receipt of such adjustment payment or statement and upon condition that Tenant shall first deposit with Landlord the full amount in dispute, to cause Landlord's books and record with respect to such fiscal year to be audited by certified public accountants selected by Tenant and subject to Landlord's reasonable right of approval. The Basic Operating Cost Adjustment shall be appropriately adjusted on the basis of such audit. If such audit discloses a liability for a refund as is applicable, and (B) if actual Direct Expenses are finally determined (by agreement of the parties, arbitration or a court of competent jurisdiction) to have been overstated by Landlord for any calendar year by in excess of five ten percent (510%)) of Tenant's Proportionate Share of the Basic Operating Cost Adjustment previously reported, then Landlord the cost of such audit shall pay be borne by Landlord; otherwise the cost of such audit shall be paid by Tenant. If Tenant shall not request an audit in accordance with the provisions of this paragraph 7B within twenty (20) days of receipt of Landlord's statement provided pursuant to paragraph 7B or reimburse Tenant the reasonable out-of-pocket costs incurred in connection with 7C, such audit, not to exceed $10,000.00statement shall be final and binding for all purposes hereof.

Tenant Audit. Within sixty (60) days following Tenant’s receipt Notwithstanding anything to the contrary in this Lease, if the amount of NNN Charges as reflected on a Statement increases by more than 2% from those of the Statementimmediately preceding calendar year, Tenant may give Landlord notice (the “Review Notice”) stating that Tenant elects to review and/or contest any item in such Statement and identifying with reasonable specificity the Landlord’s records of Landlord reasonably relating to the NNN Charges reflected on such matters that Tenant desires to review. Tenant may not deliver more than one (1) Review Notice with respect to any Expense Year. If Tenant fails to give Landlord such a Review Notice within that sixty (60) day period, Tenant shall be deemed to have approved the applicable Statement. If Tenant timely gives the Review Notice, Tenant shall be entitled to conduct or require an audit to be conducted and Landlord will provide such information as Landlord reasonably determines to be responsive to Tenant’s (or its auditor’s) inquiry, provided that (a) not more than one (1) Tenant notifies Landlord of its intent to conduct an audit of such audit may be conducted during any Expense Year of the Term, (b) the records for each Expense Year may be audited only once, (c) such audit is commenced NNN Charges within sixty (60) days following after Tenant’s receipt of a Statement pursuant to Section 4.3.2 above (the date of applicable Review Notice “Audit Election Period”); (b) there is no uncured Default under this Lease then in existence; (c) the audit shall be prepared by a reputable, independent certified public accounting firm selected by Tenant and approved by Landlord in its reasonable discretion, who shall not be compensated on a contingency fee basis; (d) such audit is completed and a copy thereof is delivered to Landlord within ninety (90) days following the commencement of the audit. Tenant’s auditor must be (i) an independent and nationally recognized “Big Four” accounting firm, (ii) reasonably approved by Landlord and (iii) must not charge a fee based on the amount that the accountant is able to save Tenant by the inspection and Tenant and its auditor must maintain in strict confidence any and all information obtained in connection with the review and shall not disclose such information to any person or entity other than to the management personnel of Tenant. An overcharge of Direct Expenses by Landlord shall not entitle Tenant to terminate this Lease. No subtenant shall have the right to audit. Any assignee’s audit right will be limited to the period after the effective date of the assignment. No audit shall be permitted if an Event of Default by Tenant has occurred and is continuing under this Lease, including without limitation any failure by Tenant to pay any amount due under this Article 4; provided, however, Tenant’s audit right shall be reinstated immediately upon the cure of such Event of Default. In no event shall payment of Rent ever be contingent upon the performance of such audit. For purposes of any audit, Tenant or Tenant’s duly authorized representative, at Tenant’s sole cost and expense, shall have the right, upon fifteen (15) days’ written notice to Landlord, to inspect Landlord’s books and records pertaining to Direct Expenses at the offices of Landlord or Landlord’s managing agent during ordinary business hours, provided that such audit must be conducted so as not to unreasonably interfere with Landlord’s business operations and must be reasonable as to scope and time. In the event Landlord disputes, in good faith, the determination of Tenant’s auditor of actual Direct Expenses, Landlord may, at its sole cost and expense, seek a final determination of actual Direct Expenses by agreement of the parties, arbitration or a court of competent jurisdiction; provided, that (A) if actual Direct Expenses are finally determined (by agreement of the parties, arbitration or a court of competent jurisdiction) to have been overstated or understated by Landlord for any calendar year, then the parties shall commence within thirty (30) days thereafter make such adjustment payment or refund as is applicableafter Landlord makes Landlord’s books and records available to Tenant’s auditor and shall conclude within sixty (60) days after commencement; (e) the audit shall be conducted during Landlord’s normal business hours at the location where Landlord maintains its books and records, and shall not unreasonably interfere with the conduct of Landlord’s business; (Bf) if actual Direct Expenses are finally determined Tenant and its audit firm shall treat any audit in a confidential manner and shall each execute a commercially reasonable confidentiality agreement for Landlord’s benefit prior to commencing the audit; (by agreement g) the audit firm’s audit report shall, at no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the final approved audit report is delivered to Landlord (which review and comment shall be within fifteen (15) days of Landlord’s receipt of the partiessame), arbitration and Landlord shall have the right to point out errors or a court of competent jurisdiction) make suggestions with respect to have been overstated such audit report, and any appropriate comments or clarifications by Landlord for which are accepted by Tenant’s auditor shall be incorporated into the final audit report, it being the intention of the parties that Landlord’s right to review is intended to prevent errors and avoid disputes and not to unduly influence Tenant’s auditor in the preparation of the final audit report; and (h) at the conclusion of any calendar year by in excess audit, Tenant and its employees, auditors and agents shall return all copies of five percent (5%), then Landlord shall pay or reimburse Tenant the reasonable out-of-pocket costs incurred supporting documentation made in connection with such audit. In the event that any final audit report reflects that Landlord has overstated NNN Charges by more than 5%, Landlord shall reimburse Tenant for the reasonable costs of such audit, not to exceed $10,000.002,500.00. This paragraph shall not be construed to limit, suspend, or xxxxx Tenant’s obligation to pay Rent when due. Landlord shall credit any overpayment determined by the audit report against the next Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within thirty (30) days of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the final approved audit report within thirty (30) days of determination. The foregoing obligations shall survive the expiration or termination of this Lease. If Tenant does not give written notice of its election to audit during the Audit Election Period, Landlord’s NNN Charges for the applicable calendar year as set forth in the applicable Statement shall be deemed approved for all purposes, and Tenant shall have no further right to review or contest the same. The right to audit granted hereunder shall not be available to any subtenant under a sublease of the Premises.

Tenant Audit. Within sixty If Tenant shall dispute the amount set forth in any statement provided by Landlord under Paragraph 7.B. or 7.C. above, Tenant shall have the right, not later than thirty (6030) days following Tenant’s receipt of such statement and upon the Statement, Tenant may give Landlord notice (the “Review Notice”) stating condition that Tenant elects shall first deposit with Landlord the full amount in dispute, to review and/or contest any item in notify Landlord of such Statement dispute and identifying with reasonable specificity the records of Landlord reasonably relating to such matters that Tenant desires to review. Tenant may not deliver more than one (1) Review Notice with respect to any Expense Year. If Tenant fails to give Landlord such a Review Notice within that sixty (60) day period, Tenant shall be deemed to have approved the applicable Statement. If Tenant timely gives the Review Notice, Tenant shall be entitled to conduct or require request an audit to be conducted in writing, and Landlord will provide such information as Landlord reasonably determines to be responsive to Tenant’s (or its auditor’s) inquiry, provided that (a) not more than one (1) such audit may be conducted during any Expense Year of the Term, (b) the records for each Expense Year may be audited only once, (c) such audit is commenced within sixty (60) days following the date after Landlord's receipt of applicable Review Notice such written notice, to cause Landlord's books and (d) records with respect to Operating Expenses for such audit is completed fiscal year to be audited by certified public accountants selected by Tenant and a copy thereof is delivered subject to Landlord within ninety (90) days following the commencement Landlord's reasonable right of the auditapproval. Tenant’s auditor must The Operating Expense Adjustment shall be (i) an independent and nationally recognized “Big Four” accounting firm, (ii) reasonably approved by Landlord and (iii) must not charge a fee based appropriately adjusted on the amount that the accountant is able to save Tenant by the inspection and Tenant and its auditor must maintain in strict confidence any and all information obtained in connection with the review and shall not disclose such information to any person or entity other than to the management personnel of Tenant. An overcharge of Direct Expenses by Landlord shall not entitle Tenant to terminate this Lease. No subtenant shall have the right to audit. Any assignee’s audit right will be limited to the period after the effective date of the assignment. No audit shall be permitted if an Event of Default by Tenant has occurred and is continuing under this Lease, including without limitation any failure by Tenant to pay any amount due under this Article 4; provided, however, Tenant’s audit right shall be reinstated immediately upon the cure of such Event of Default. In no event shall payment of Rent ever be contingent upon the performance basis of such audit. For purposes of any audit, Tenant or Tenant’s duly authorized representative, at Tenant’s sole cost and expense, shall have the right, upon fifteen (15) days’ written notice to Landlord, to inspect Landlord’s books and records pertaining to Direct Expenses at the offices of Landlord or Landlord’s managing agent during ordinary business hours, provided that If such audit must be conducted so as not to unreasonably interfere with Landlord’s business operations and must be reasonable as to scope and time. In discloses a liability for a refund in excess of six percent (6%) of Tenant's Proportionate Share of the event Landlord disputes, in good faithOperating Expenses previously reported, the determination cost of such audit shall be borne by Landlord; otherwise the cost of such audit shall be paid by Tenant’s auditor . If Tenant shall not request an audit in accordance with the provisions of actual Direct Expenses, Landlord may, at its sole cost and expense, seek a final determination of actual Direct Expenses by agreement of the parties, arbitration or a court of competent jurisdiction; provided, that (A) if actual Direct Expenses are finally determined (by agreement of the parties, arbitration or a court of competent jurisdiction) to have been overstated or understated by Landlord for any calendar year, then the parties shall this Paragraph 7.E. within thirty (30) days thereafter make after receipt of Landlord's statement provided pursuant to Paragraph 7.B. or 7.C., such adjustment payment or refund as is applicablestatement shall be final and binding for all purposes hereof. Tenant acknowledges and agrees that any information revealed in the above described audit may contain proprietary and sensitive information and that significant damage could result to Landlord if such information were disclosed to any party other than Tenant's auditors, Tenant's executives and (B) if actual Direct Expenses are finally determined (financial managers and Tenant's legal counsel, all of whom Tenant shall require to keep confidential any information discovered through such audit, which requirement of confidentiality shall survive the termination of this Lease. Except to the extent required by agreement an order of the parties, arbitration or a court of competent with proper jurisdiction) , Tenant shall not in any manner disclose, provide or make available any information revealed by the audit to have been overstated any person or entity without Landlord's prior written consent, which consent may be withheld by Landlord in its sole and absolute discretion. The information disclosed by the audit will be used by Tenant solely for any calendar year by in excess the purpose of five percent (5%), then Landlord shall pay or reimburse Tenant the reasonable out-of-pocket costs incurred evaluating Landlord's books and records in connection with such audit, not to exceed $10,000.00.this Paragraph 7.E.

Tenant Audit. Within sixty (60) days following Tenant’s receipt of In the Statementevent that Tenant shall dispute the amount set forth in any statement provided by Landlord under Paragraph 7.B. or 7.C. above, Tenant may give Landlord notice (the “Review Notice”) stating that Tenant elects to review and/or contest any item in such Statement and identifying with reasonable specificity the records of Landlord reasonably relating to such matters that Tenant desires to review. Tenant may not deliver more than one (1) Review Notice with respect to any Expense Year. If Tenant fails to give Landlord such a Review Notice within that sixty (60) day period, Tenant shall be deemed to have approved the applicable Statement. If Tenant timely gives the Review Notice, Tenant shall be entitled to conduct or require an audit to be conducted and Landlord will provide such information as Landlord reasonably determines to be responsive to Tenant’s (or its auditor’s) inquiry, provided that (a) not more than one (1) such audit may be conducted during any Expense Year of the Term, (b) the records for each Expense Year may be audited only once, (c) such audit is commenced within sixty (60) days following the date of applicable Review Notice and (d) such audit is completed and a copy thereof is delivered to Landlord within ninety (90) days following the commencement of the audit. Tenant’s auditor must be (i) an independent and nationally recognized “Big Four” accounting firm, (ii) reasonably approved by Landlord and (iii) must not charge a fee based on the amount that the accountant is able to save Tenant by the inspection and Tenant and its auditor must maintain in strict confidence any and all information obtained in connection with the review and shall not disclose such information to any person or entity other than to the management personnel of Tenant. An overcharge of Direct Expenses by Landlord shall not entitle Tenant to terminate this Lease. No subtenant shall have the right to audit. Any assignee’s audit right will be limited to the period after the effective date of the assignment. No audit shall be permitted if an Event of Default by Tenant has occurred and is continuing under this Lease, including without limitation any failure by Tenant to pay any amount due under this Article 4; provided, however, Tenant’s audit right shall be reinstated immediately upon the cure of such Event of Default. In no event shall payment of Rent ever be contingent upon the performance of such audit. For purposes of any audit, Tenant or Tenant’s duly authorized representative, at Tenant’s sole cost and expense, shall have the right, not later than thirty (30) days following receipt of Such statement and upon fifteen (15) days’ written notice to Landlordthe condition that Tenant shall first deposit with Landlord the full amount in dispute, to inspect cause Landlord’s books and records pertaining with respect to Direct Operating Expenses at for such fiscal year to be audited by certified public accountants selected by Tenant and subject to Landlord’s reasonable right of approval. The Operating Expense Adjustment shall be appropriately adjusted on the offices basis of such audit. If such audit discloses a liability for a refund in excess of ten percent (10%) of Tenant’s Proportionate Share of the Operating Expense Adjustment previously reported, the cost of such shall be borne by Landlord; otherwise the cost of such audit shall be paid by Notwithstanding anything to the contrary in this Lease, Landlord shall indemnify, defend by counsel reasonably acceptable to Tenant, protect and hold Tenant harmless from and against any and all claims, liabilities, losses, costs, damages, injuries or expenses, including reasonable attorneys’ Ices and court costs, to the extent arising out of or related to the sale negligence or willful misconduct of Landlord or Landlord’s managing agent during ordinary business hours, provided that such audit must be conducted so as not to unreasonably interfere with employees agents contractors or representatives (collectively “Landlord’s business operations Parties”) claims arising from any breach or default on the part of Landlord of this Lease and: any claims or causes of action arising prior to the Term Commencement Date. Tenant shall indemnity, defend by counsel reasonably acceptable to Landlord, protect and must be hold Landlord harmless from and against any and all claims, liabilities, losses, costs, loss of rents, liens, damages, injuries or expenses, including reasonable as attorneys’ fees and court costs, arising out of or related to: (1) claims of injury to scope and time. In or death of persons or damage to property occurring or resulting directly or indirectly from the event Landlord disputes, in good faith, the determination use or occupancy of [he Premises by Tenant or Tenant’s auditor Parties, or front activities of actual Direct Expensestenant or Tenant’s Parties; (2) claims arising from work or labor performed, Landlord may, or for materials or supplies furnished to or at its sole cost and expense, seek a final determination the request of actual Direct Expenses by agreement of the parties, arbitration or a court of competent jurisdiction; provided, that (A) if actual Direct Expenses are finally determined (by agreement of the parties, arbitration or a court of competent jurisdiction) to have been overstated or understated by Landlord for any calendar year, then the parties shall within thirty (30) days thereafter make such adjustment payment or refund as is applicable, and (B) if actual Direct Expenses are finally determined (by agreement of the parties, arbitration or a court of competent jurisdiction) to have been overstated by Landlord for any calendar year by in excess of five percent (5%), then Landlord shall pay or reimburse Tenant the reasonable out-of-pocket costs incurred in connection with such audit, performance of any work done for the account of Tenant within the Premises or Project; (3) claims arising from any breach or default on the part of’ Tenant in the performance of any covenant contained in this Lease; and (4) claims arising from the negligence or willful misconduct Tenant or Tenant’s Parties. The foregoing indemnity by Tenant shall not be applicable to exceed $10,000.00claims to the extent arising from the negligence or willful misconduct of Landlord. The provisions of this Paragraph shall survive the expiration or earlier termination of this Lease.

Tenant Audit. Within sixty thirty (6030) days following TenantTxxxxx’s receipt of the Statement, Tenant may give Landlord notice (the “Review Notice”) stating that Tenant elects to review and/or contest Landlord’s statement of Basic Operating Cost for any item in such Statement and identifying with reasonable specificity the records of Landlord reasonably relating to such matters that Tenant desires to review. Tenant may not deliver more than one (1) Review Notice with respect to any Expense Year. If Tenant fails to give Landlord such a Review Notice within that sixty (60) day period, Tenant shall be deemed to have approved the applicable Statement. If Tenant timely gives the Review Notice, Tenant shall be entitled to conduct or require an audit to be conducted and Landlord will provide such information as Landlord reasonably determines to be responsive to Tenant’s (or its auditor’s) inquiry, provided that (a) not more than one (1) such audit may be conducted during any Expense Year fiscal year of the Term, (b) the records for each Expense Year may be audited only once, (c) such audit is commenced within sixty (60) days following the date of applicable Review Notice and (d) such audit is completed and a copy thereof is delivered to Landlord within ninety (90) days following the commencement of the audit. Tenant’s auditor must be (i) an independent and nationally recognized “Big Four” accounting firm, (ii) reasonably approved by Landlord and (iii) must not charge a fee based on the amount that the accountant is able to save Tenant by the inspection and Tenant and its auditor must maintain in strict confidence any and all information obtained in connection with the review and shall not disclose such information to any person or entity other than to the management personnel of Tenant. An overcharge of Direct Expenses by Landlord shall not entitle Tenant to terminate this Lease. No subtenant shall have the right to audit. Any assignee’s audit right will be limited to the period after the effective date of the assignment. No audit shall be permitted if an Event of Default by Tenant has occurred and is continuing under this Lease, including without limitation any failure by Tenant to pay any amount due under this Article 4; provided, however, Tenant’s audit right shall be reinstated immediately upon the cure of such Event of Default. In no event shall payment of Rent ever be contingent upon the performance of such audit. For purposes of any audit, Tenant or Tenant’s duly authorized representativemay, at Tenantits expense during Landlord’s sole cost and expensenormal business hours, shall have the right, upon fifteen (15) days’ written notice elect to Landlord, to inspect audit Landlord’s books and records pertaining as they relate to Direct Expenses at the offices Basic Operating Cost for the fiscal year covered by such statement, subject to the following conditions: (1) Tenant shall deposit with Landlord the full amount in dispute; (2) there is no uncured event of default under this Lease; (3) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (4) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (5) the audit shall commence within fifteen (15) days after Landlord or makes Landlord’s managing agent during ordinary business hours, provided that such audit must be conducted so as not books and records available to unreasonably interfere with Landlord’s business operations and must be reasonable as to scope and time. In the event Landlord disputes, in good faith, the determination of Tenant’s auditor of actual Direct Expenses, Landlord may, at its sole cost and expense, seek a final determination of actual Direct Expenses by agreement of the parties, arbitration or a court of competent jurisdiction; provided, that (A) if actual Direct Expenses are finally determined (by agreement of the parties, arbitration or a court of competent jurisdiction) to have been overstated or understated by Landlord for any calendar year, then the parties shall conclude within thirty (30) days thereafter make after commencement; (6) the audit shall be conducted where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord’s business; and (7) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord’s confidentiality agreement for Lxxxxxxx’s benefit prior to commencing the audit. Tenant shall deliver a copy of such adjustment payment audit to Landlord within five (5) business days of receipt by Txxxxx. This paragraph shall not be construed to limit, suspend or axxxx Txxxxx’s obligation to pay Rent when due, including Txxxxx’s Proportionate Share of Basic Operating Cost. After verification, Landlord shall credit any overpayment determined by the audit report against the next monthly payment(s) of Rent provided to be paid under this Lease, or, if no further Rent is due, refund as is applicablesuch overpayment directly to Tenant within twenty (20) days of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the audit report within twenty (20) days of determination. The foregoing obligations shall survive the expiration or earlier termination of this Lease. If Tenant does not give written notice of its election to audit during the referenced thirty (30)-day period, Landlord’s Basic Operating Cost for the applicable fiscal year shall be deemed approved for all purposes, and (B) if actual Direct Expenses are finally determined (by agreement Tenant shall have no further right to review or contest the same. If the audit proves that Lxxxxxxx’s calculation of Tenant’s Proportionate Share of Basic Operating Cost for the parties, arbitration or a court of competent jurisdiction) to have been fiscal year under inspection was overstated by Landlord for any calendar year by in excess of five more than ten percent (510%)) in the aggregate, then then, after verification, Landlord shall pay or reimburse Tenant the Tenant’s actual reasonable out-of-pocket costs incurred in connection with such audit, not audit and inspection fees applicable to exceed $10,000.00the review of said fiscal year statement within twenty (20) days after receipt of Tenant’s invoice therefor.