OTHERWISE PROVIDED IN THIS SECTION 4.6 BELOW), TO CAUSE
LANDLORD'S GENERAL LEDGER OF ACCOUNTS WITH RESPECT TO SUCH DISPUTED STATEMENT
ONLY TO BE AUDITED BY A NATIONALLY RECOGNIZED FIRM OF CERTIFIED PUBLIC
ACCOUNTANTS REASONABLY APPROVED BY LANDLORD OR BY A CERTIFIED PUBLIC ACCOUNTANT
MUTUALLY ACCEPTABLE TO LANDLORD AND TENANT, EITHER OF WHICH HAS PRIOR EXPERIENCE
IN THE REVIEW OF FINANCIAL STATEMENTS AND WHICH SHALL NOT BE RETAINED BY TENANT
ON A CONTINGENCY BASIS; PROVIDED, HOWEVER, TENANT SHALL NOT HAVE THE RIGHT TO
PERFORM ANY SUCH AUDIT MORE THAN ONE (1) TIME FOR ANY CALENDAR YEAR DURING THE
LEASE TERM.
ANY AUDIT CONDUCTED BY OR ON BEHALF OF TENANT SHALL COMMENCE WITHIN
SIX (6) MONTHS FOLLOWING TENANT'S RECEIPT OF THE RELEVANT STATEMENT, SHALL BE
CONDUCTED IN A DILIGENT MANNER, AND SHALL BE COMPLETED NO LATER THAN
EIGHTEEN (18) MONTHS FOLLOWING TENANT'S RECEIPT OF SUCH RELEVANT STATEMENT.
IN
ADDITION, SUCH AUDIT SHALL BE CONDUCTED AT LANDLORD'S OFFICE DURING LANDLORD'S
NORMAL BUSINESS HOURS AND IN THE MANNER SO AS TO REASONABLY MINIMIZE
INTERFERENCE WITH LANDLORD'S BUSINESS OPERATIONS.
LANDLORD SHALL HAVE NO
OBLIGATION AND TENANT SHALL HAVE NO RIGHT TO MAKE PHOTOCOPIES OF ANY OF
LANDLORD'S LEDGERS, INVOICES OR OTHER ITEMS.
TENANT'S AUDIT SHALL BE LIMITED TO
AN ON-SITE REVIEW OF LANDLORD'S GENERAL LEDGER OF ACCOUNTS.
THE AMOUNTS PAYABLE
UNDER THIS SECTION 4.6 BY LANDLORD TO TENANT OR TO TENANT TO LANDLORD, AS THE
CASE MAY BE, WILL BE APPROPRIATELY ADJUSTED ON THE BASIS OF SUCH AUDIT.
IF SUCH
AUDIT DISCLOSES AN OVERSTATEMENT OF DIRECT EXPENSES IN EXCESS OF SEVEN
PERCENT (7%) FOR SUCH CALENDAR YEAR, LANDLORD WILL REIMBURSE TENANT FOR THE
REASONABLE COST OF THE AUDIT; OTHERWISE THE COST OF SUCH AUDIT INCLUDING
LANDLORD'S COSTS INCURRED IN COMPLYING WITH SUCH AUDIT SHALL BE BORNE BY
TENANT.
TENANT AGREES TO KEEP, AND TO CAUSE ITS ACCOUNTANT AND EMPLOYEES TO
KEEP, ALL INFORMATION REVEALED BY ANY AUDIT OF LANDLORD'S BOOKS AND RECORDS
STRICTLY CONFIDENTIAL AND NOT TO DISCLOSE ANY SUCH INFORMATION OR PERMIT ANY
SUCH INFORMATION TO BE DISCLOSED TO ANYONE OTHER THAN LANDLORD, UNLESS COMPELLED
TO DO SO BY A COURT OF LAW.
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.
THE PROVISIONS OF THIS SECTION 4.6 SHALL SURVIVE THE EXPIRATION OR
EARLIER TERMINATION OF THIS LEASE.
15
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 SOLE DISCRETION.
5.2
PROHIBITED USES.
THE USES PROHIBITED UNDER