TRANSFER TAX OR VALUE ADDED TAX, OR ANY OTHER APPLICABLE TAX ON THE RENT OR
SERVICES HEREIN OR OTHERWISE RESPECTING THIS LEASE, (II) TAXES ASSESSED UPON OR
WITH RESPECT TO THE POSSESSION, LEASING, OPERATION, MANAGEMENT, MAINTENANCE,
ALTERATION, REPAIR, USE OR OCCUPANCY BY TENANT OF THE PREMISES OR ANY PORTION OF
THE PROJECT, INCLUDING THE PROJECT PARKING FACILITY; OR (III) TAXES ASSESSED
UPON THIS TRANSACTION OR ANY DOCUMENT TO WHICH TENANT IS A PARTY CREATING OR
TRANSFERRING AN INTEREST OR AN ESTATE IN THE PREMISES.
4.5.4
TENANT SHALL BE LIABLE FOR AND SHALL PAY DIRECTLY
TO LANDLORD WITHIN THIRTY (30) DAYS OF BEING INVOICED THEREFOR, THE ACTUAL COST,
IF ANY, INCURRED BY LANDLORD'S FOR CARRYING, PURSUANT TO THE TERMS AND
CONDITIONS OF SECTION 10.2, BELOW, "POLLUTION LEGAL LIABILITY ENVIRONMENTAL
INSURANCE."
4.6
LANDLORD'S BOOKS AND RECORDS.
WITHIN TWO
(2) YEARS AFTER RECEIPT OF A STATEMENT BY TENANT, IF TENANT DISPUTES THE AMOUNT
OF ADDITIONAL RENT SET FORTH IN THE STATEMENT, A DETERMINATION AS TO THE PROPER
AMOUNT SHALL BE MADE, AT TENANT'S EXPENSE, BY AN INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANT (THE "ACCOUNTANT") SELECTED BY LANDLORD AND SUBJECT TO TENANT'S
REASONABLE APPROVAL, BY INSPECTING LANDLORD'S RECORDS WITH RESPECT TO THE
STATEMENT AT LANDLORD'S OFFICES, PROVIDED THAT TENANT IS NOT THEN IN DEFAULT
UNDER THIS LEASE (BEYOND ANY APPLICABLE NOTICE AND CURE PERIODS) AND TENANT HAS
PAID ALL AMOUNTS REQUIRED TO BE PAID UNDER THE APPLICABLE ESTIMATE STATEMENT AND
STATEMENT, AS THE CASE MAY BE.
IN CONNECTION WITH SUCH INSPECTION, THE
ACCOUNTANT MUST AGREE IN ADVANCE TO FOLLOW LANDLORD'S REASONABLE RULES AND
PROCEDURES REGARDING INSPECTIONS OF LANDLORD'S RECORDS, AND SHALL EXECUTE A
COMMERCIALLY REASONABLE CONFIDENTIALITY AGREEMENT REGARDING SUCH INSPECTION.
IF
SUCH DETERMINATION BY THE ACCOUNTANT PROVES THAT DIRECT EXPENSES WERE OVERSTATED
BY MORE THAN FIVE PERCENT (5%), THEN THE COST OF THE ACCOUNTANT AND THE COST OF
SUCH DETERMINATION SHALL BE PAID FOR BY LANDLORD.
TENANT'S FAILURE TO DISPUTE
THE AMOUNT OF ADDITIONAL RENT SET FORTH IN ANY STATEMENT WITHIN TWO (2) YEARS OF
TENANT'S RECEIPT OF SUCH STATEMENT SHALL BE DEEMED TO BE TENANT'S APPROVAL OF
SUCH STATEMENT AND TENANT, THEREAFTER, WAIVES THE RIGHT OR ABILITY TO DISPUTE
THE AMOUNTS SET FORTH IN SUCH STATEMENT.
TENANT HEREBY ACKNOWLEDGES THAT
TENANT'S SOLE RIGHT TO INSPECT LANDLORD'S BOOKS AND RECORDS AND TO CONTEST THE
AMOUNT OF DIRECT EXPENSES PAYABLE BY TENANT SHALL BE AS SET FORTH IN THIS
SECTION 4.6, AND TENANT HEREBY WAIVES ANY AND ALL OTHER RIGHTS PURSUANT TO
APPLICABLE LAW TO INSPECT SUCH BOOKS AND RECORDS AND/OR TO CONTEST THE AMOUNT OF
DIRECT EXPENSES PAYABLE BY TENANT.
ARTICLE 5
USE OF PREMISES
5.1
PERMITTED USE.
TENANT SHALL USE THE
PREMISES SOLELY FOR THE PERMITTED USE SET FORTH IN SECTION 7 OF THE SUMMARY AND
TENANT SHALL NOT USE OR PERMIT THE PREMISES OR THE PROJECT TO BE USED FOR ANY
OTHER PURPOSE OR PURPOSES WHATSOEVER WITHOUT THE PRIOR WRITTEN CONSENT OF
LANDLORD, WHICH MAY BE WITHHELD IN LANDLORD'S REASONABLE DISCRETION.
20
5.2
PROHIBITED USES.
THE USES PROHIBITED UNDER
THIS LEASE SHALL INCLUDE,