EXCEPT THAT LANDLORD SHALL
MAINTAIN SUCH BOOKS AND RECORDS WITH RESPECT TO EACH APPLICABLE BASE YEAR DURING
THE ENTIRE LEASE TERM PLUS TWO (2) YEARS AFTER THE EXPIRATION OR SOONER
TERMINATION OF THE LEASE TERM.
4.7
AUDIT RIGHTS.
IN THE EVENT TENANT DISPUTES THE AMOUNT OF THE
OPERATING EXPENSES, TAX EXPENSES AND UTILITIES COSTS SET FORTH IN THE STATEMENT
FOR THE PARTICULAR EXPENSE YEAR DELIVERED BY LANDLORD TO TENANT PURSUANT TO
SECTION 4.3.2 ABOVE (INCLUDING, WITHOUT LIMITATION, THE APPLICABLE BASE YEARS),
THEN TENANT SHALL HAVE THE RIGHT, AT TENANT'S COST, AFTER REASONABLE NOTICE TO
LANDLORD, TO HAVE TENANT'S AUTHORIZED EMPLOYEES (OR THE ACCOUNTANT, AS SUCH TERM
IS DEFINED BELOW) INSPECT, AT LANDLORD'S OFFICE IN LOS ANGELES AND/OR ORANGE
COUNTIES DURING NORMAL BUSINESS HOURS, LANDLORD'S BOOKS, RECORDS AND SUPPORTING
DOCUMENTS CONCERNING THE OPERATING EXPENSES, TAX EXPENSES AND UTILITIES COSTS
FOR SUCH EXPENSE YEAR SET 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 OPERATING EXPENSES, TAX EXPENSES AND UTILITIES COSTS SET FORTH IN ANY SUCH
STATEMENT UNLESS TENANT NOTIFIES LANDLORD OF SUCH OBJECTION AND DISPUTE,
COMPLETES SUCH INSPECTION, AND HAS THE ACCOUNTANT COMMENCE AND COMPLETE SUCH
AUDIT WITHIN TWO (2) YEARS AND NINETY (90) DAYS 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 EXERCISE OF ITS RIGHT OF
OBJECTION, DISPUTE, INSPECTION AND/OR AUDIT AS SET FORTH IN THIS SECTION 4.7,
TENANT SHALL NOT BE PERMITTED TO WITHHOLD PAYMENT OF, AND TENANT SHALL TIMELY
PAY TO LANDLORD, THE FULL AMOUNTS AS REQUIRED BY THE PROVISIONS OF THIS
ARTICLE 4 IN ACCORDANCE WITH SUCH STATEMENT.
HOWEVER, SUCH PAYMENT MAY BE MADE
UNDER PROTEST (BUT DOES NOT NEED TO BE SPECIFICALLY DESIGNATED AS BEING MADE
UNDER PROTEST) PENDING THE OUTCOME OF ANY AUDIT WHICH MAY BE PERFORMED BY THE
ACCOUNTANT AS DESCRIBED BELOW.
IN CONNECTION WITH ANY SUCH INSPECTION BY TENANT
AND/OR AUDIT PERFORMED BY THE ACCOUNTANT AS DESCRIBED BELOW, (I) LANDLORD AND
TENANT SHALL REASONABLY COOPERATE WITH EACH OTHER SO THAT SUCH INSPECTION AND/OR
AUDIT CAN BE PERFORMED PURSUANT TO A MUTUALLY ACCEPTABLE SCHEDULE, IN AN
EXPEDITIOUS MANNER AND WITHOUT UNDUE INTERFERENCE WITH LANDLORD'S OPERATION AND
MANAGEMENT OF THE REAL PROPERTY, AND (II) LANDLORD SHALL MAKE AVAILABLE IN SUCH
INSPECTIONS AND/OR SUCH AUDIT REASONABLE SUPPORTING DOCUMENTATION IN LANDLORD'S
POSSESSION RELATING TO THE APPLICABLE STATEMENT AS TENANT MAY REASONABLY
REQUEST.
IF AFTER SUCH INSPECTION OF LANDLORD'S BOOKS AND RECORDS, TENANT STILL
DISPUTES THE AMOUNT OF THE OPERATING EXPENSES, TAX EXPENSES AND/OR UTILITIES
COSTS SET FORTH IN THE STATEMENT, LANDLORD AND TENANT SHALL MEET AND ATTEMPT IN
GOOD FAITH TO RESOLVE THE DISPUTE.
IF THE PARTIES ARE UNABLE TO RESOLVE THE
DISPUTE, THEN TENANT SHALL HAVE THE RIGHT, WITHIN THE REVIEW PERIOD, TO CAUSE AN
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT (WHICH IS NOT PAID ON A COMMISSION