TO EXPENSES WHICH LANDLORD ALLOCATES TO THE
PROJECT AS A WHOLE, A FRACTION, THE NUMERATOR OF WHICH IS THE RENTABLE SQUARE
FOOTAGE OF THE OFFICE SPACE IN THE PROJECT AND THE DENOMINATOR OF WHICH IS THE
RENTABLE SQUARE FOOTAGE OF THE PREMISES, AND, WITH RESPECT TO EXPENSES WHICH
LANDLORD ALLOCATES TO ONLY A PORTION OF THE PROJECT (SUCH AS TO ONE OR MORE OF
THE BUILDINGS), A PERCENTAGE CALCULATED BY LANDLORD FROM TIME TO TIME IN A
MANNER CONFORMING TO BOMA MEASUREMENTS AND STANDARDS, IN EITHER CASE AS
REASONABLY ADJUSTED BY LANDLORD FROM TIME TO TIME, FOLLOWING BOMA STANDARDS, FOR
CHANGES IN THE RENTABLE SQUARE FOOTAGE OF THE PROJECT DUE TO AN ADDITION OR
OTHER PHYSICAL EXPANSION OR REDUCTION OF THE LEASABLE AREA OF THE PROJECT.
12
4.06
PRELIMINARY REVIEW OF EXPENSE INFORMATION; TENANT'S RIGHT TO AUDIT
EXPENSES.
4.06.1
REVIEW OF EXPENSES.
IF TENANT HAS QUESTIONS CONCERNING ANY
ITEM REFLECTED IN AN EXPENSE STATEMENT DELIVERED TO TENANT PURSUANT TO
PARAGRAPH 4.05 ABOVE, LANDLORD'S PROPERTY MANAGER OR OTHER APPROPRIATE
REPRESENTATIVE SHALL MEET WITH TENANT'S REPRESENTATIVE AT A MUTUALLY CONVENIENT
TIME AND LOCATION TO ANSWER TENANT'S QUESTIONS CONCERNING PARTICULAR EXPENSE
ITEMS IDENTIFIED IN ADVANCE BY TENANT.
AT SUCH MEETING, LANDLORD WILL PROVIDE
FOR TENANT'S REVIEW REASONABLE BACK-UP AND SUPPORTING DOCUMENTATION FOR THE
ITEMS SO IDENTIFIED.
4.06.2
AUDIT.
IF TENANT IS NOT SATISFIED WITH THE ANSWERS IT RECEIVES
TO ITS QUESTIONS PURSUANT TO PARAGRAPH 4.06.1 ABOVE, THEN TENANT OR ITS AGENT
SHALL HAVE THE RIGHT TO REVIEW AND AUDIT LANDLORD'S BOOKS AND RECORDS REGARDING
SUCH EXPENSE STATEMENT.
SUCH REVIEW OR AUDIT SHALL TAKE PLACE DURING NORMAL
BUSINESS HOURS, UPON REASONABLE ADVANCE NOTICE AND AT TIME REASONABLY SCHEDULED
BY LANDLORD, IN THE ACCOUNTING OFFICE OF LANDLORD FOR THE PROJECT.
TENANT SHALL
GIVE NOTICE REQUESTING THE REVIEW OR AUDIT OF ANY EXPENSE STATEMENT NOT LATER
THAN ONE YEAR FOLLOWING TENANT'S RECEIPT OF SUCH EXPENSE STATEMENT, AND NO
EXPENSE STATEMENT SHALL BE REVIEWED OR AUDITED MORE THAN ONCE; PROVIDED,
HOWEVER, THAT TENANT MAY AUDIT AT A LATER DATE OR FURTHER AUDIT A PARTICULAR
EXPENSE STATEMENT IF AND TO THE EXTENT REQUIRED TO COMPLY WITH APPLICABLE LAWS
REGARDING GOVERNMENTAL CONTRACTS OR WITH OTHER GOVERNMENTAL REQUIREMENTS.
FROM
AND AFTER THE DATE, IF ANY, THAT THE PREMISES NO LONGER INCLUDE THE ENTIRETY OF
ALL OF THE BUILDINGS, SUCH REVIEW OR AUDIT MAY BE CONDUCTED SOLELY BY AN
INDEPENDENT CERTIFIED ACCOUNTANT, AND NEITHER THE AUDITOR NOR ANY OTHER PERSON
DIRECTLY OR INDIRECTLY INVOLVED IN THE REVIEW OR AUDIT BE COMPENSATED PURSUANT
TO A COMMISSION OR OTHER ARRANGEMENT PURSUANT TO WHICH THE NATURE OR EXTENT OF
FEES OR OTHER COMPENSATION IS DEPENDENT UPON THE RESULTS THEREOF, EXCLUDING
REVIEWS OR AUDITS FROM HOWARD KAY COMPANIES OR OTHER SUCCESSOR LOCAL AUDITOR.
IN THE EVENT THAT TENANT DETERMINES ON THE BASIS OF ITS REVIEW OR AUDIT OF
LANDLORD'S BOOKS AND RECORDS THAT THE AMOUNT OF EXPENSES PAID BY TENANT PURSUANT
TO THIS PARAGRAPH IV FOR THE PERIOD COVERED BY SUCH EXPENSE STATEMENT (AN
"EXPENSE PERIOD") IS LESS THAN OR GREATER THAN THE ACTUAL