IN ANY MANNER, THE RELEVANT BOOKS
AND RECORDS WITH RESPECT TO OPERATING EXPENSES, FOR ANY CALENDAR YEAR, SHALL
INCLUDE ALL RECORDS AND OTHER DOCUMENTATION NEEDED TO ASCERTAIN THAT ANY
ALLOCATION MADE BY LANDLORD WITH RESPECT TO THE COSTS DESCRIBED IN
SECTION 2.2(C)(5) HEREOF CONFORMS TO THE REQUIREMENTS OF
SECTION 2.2(C)(5) HEREOF (INCLUDING, AS APPLICABLE, RECORDS AND DOCUMENTATION
RELATING TO OPERATING EXPENSES FOR PRIOR CALENDAR YEARS, AND RECORDS AND
DOCUMENTATION RELATING TO OTHER PROPERTIES OWNED OR OPERATED BY LANDLORD AND/OR
AFFILIATES OF LANDLORD).
(C)
PROMPTLY AFTER ITS RECEIPT OF AN AUDIT NOTICE, AND UNTIL THE
PERTINENT AUDIT OR INSPECTION IS COMPLETED, LANDLORD SHALL MAKE ALL THE RELEVANT
BOOKS AND RECORDS CONTINUOUSLY AVAILABLE TO TENANT OR TENANT'S AGENTS AT ONE
(1) SINGLE BUSINESS LOCATION (WHICH BUSINESS LOCATION SHALL BE EITHER (I) THE
PROPERTY, OR (II) LANDLORD'S HEADQUARTERS OR MAIN OFFICE, WHICH SHALL BE LOCATED
IN THE CONTINENTAL UNITED STATES) DURING BUILDING OPERATING HOURS (UNTIL SUCH
AUDIT OR INSPECTION IS COMPLETED). THROUGHOUT TENANT'S CONDUCT OF ANY SUCH AUDIT
OR INSPECTION, LANDLORD AGREES TO COOPERATE IN GOOD FAITH THEREWITH. AS PART OF
ITS CONDUCT OF ANY SUCH AUDIT OR INSPECTION, TENANT OR TENANT'S AGENTS MAY MAKE
AND RETAIN COPIES OF THE WHOLE OR ANY PORTION OF THE RELEVANT BOOKS AND RECORDS.
(D)
IF TENANT'S AUDIT OR INSPECTION OF THE RELEVANT BOOKS AND RECORDS
INDICATES THAT LANDLORD'S CALCULATION OF TENANT'S OPERATING EXPENSE SHARE FOR
ANY CALENDAR YEAR, TENANT'S TAX SHARE FOR ANY CALENDAR YEAR, OR ANY OTHER
INVOICED COMPONENT OF ADDITIONAL RENT, WAS OVERSTATED AND RESULTED IN TENANT
OVERPAYING THE PERTINENT ITEM OF ADDITIONAL RENT, OR LANDLORD HAS INCLUDED COSTS
IN THE CALCULATION OF TENANT'S OPERATING EXPENSE SHARE FOR ANY CALENDAR YEAR
THAT ARE NOT DOCUMENTED BY LANDLORD, THEN (I) LANDLORD, WITHIN THIRTY (30) DAYS
AFTER THE COMPLETION OF SUCH AUDIT AND/OR INSPECTION, SHALL REFUND TO TENANT THE
AMOUNT OF SUCH OVERPAYMENT, TOGETHER WITH INTEREST ON THE AMOUNT THEREOF AT THE
APPLICABLE RATE FOR THE PERIOD FROM DATE TENANT MADE SUCH PAYMENT TO THE DATE
THAT LANDLORD MAKES SUCH REFUND, AND (II) IF SUCH OVERPAYMENT EXCEEDS FOUR
PERCENT (4%) OF THE ACTUAL AMOUNT OF THE PERTINENT ITEM OF ADDITIONAL RENT,
THEN, IN ADDITION, LANDLORD, WITHIN THIRTY (30) DAYS AFTER TENANT'S REQUEST,
SHALL PAY TO TENANT AN AMOUNT EQUAL TO TENANT'S REASONABLE OUT-OF-POCKET COSTS
IN CONDUCTING SUCH AUDIT OR INSPECTION.
(E)
IN ANY CASE, SHOULD LANDLORD DISAGREE WITH THE RESULTS OF TENANT'S
AUDIT OR INSPECTION, LANDLORD AND TENANT SHALL REFER THE MATTER TO A MUTUALLY
ACCEPTABLE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT, WHO SHALL WORK IN GOOD FAITH
WITH LANDLORD AND TENANT TO RESOLVE THE DISCREPANCY. THE FEES AND COSTS OF SUCH
INDEPENDENT ACCOUNTANT TO WHICH SUCH DISPUTE IS REFERRED SHALL BE BORNE BY THE
UNSUCCESSFUL PARTY AND SHALL BE SHARED PRO RATA TO THE EXTENT EACH PARTY IS
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UNSUCCESSFUL AS DETERMINED BY SUCH INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT,
WHOSE DECISION SHALL BE FINAL AND BINDING.
ARTICLE III
BUILDING SERVICES, IDENTITY, SIGNAGE, AND MANAGEMENT
3.1
Building Standard and Above Standard
Services
During the Term, Landlord shall furnish