IN ANY STATEMENT WITHIN THE
REVIEW PERIOD 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.
IF AFTER SUCH INSPECTION, TENANT STILL DISPUTES SUCH
ADDITIONAL RENT, 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;
PROVIDED THAT 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 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 SOLE DISCRETION; PROVIDED, HOWEVER, THAT LANDLORD SHALL USE ITS
REASONABLE DISCRETION IN DETERMINING WHETHER A PARTICULAR USE IS WITHIN THE
PARAMETERS OF THE PERMITTED USE.
5.2
PROHIBITED USES.
THE USES PROHIBITED UNDER THIS LEASE SHALL
INCLUDE, WITHOUT LIMITATION, USE OF THE PREMISES OR A PORTION THEREOF FOR
(I) OFFICES OF ANY AGENCY OR BUREAU OF THE UNITED STATES OR ANY STATE OR
POLITICAL SUBDIVISION THEREOF; (II) OFFICES OR AGENCIES OF ANY FOREIGN
GOVERNMENTAL OR POLITICAL SUBDIVISION THEREOF; (III) OFFICES OF ANY HEALTH CARE
PROFESSIONALS OR SERVICE ORGANIZATION; (IV) SCHOOLS OR OTHER TRAINING FACILITIES
WHICH ARE NOT ANCILLARY TO CORPORATE, EXECUTIVE OR PROFESSIONAL OFFICE USE;
(V) RETAIL OR RESTAURANT USES; OR (VI) COMMUNICATIONS FIRMS SUCH AS RADIO AND/OR
TELEVISION STATIONS.
TENANT SHALL NOT ALLOW OCCUPANCY DENSITY OF USE OF THE
PREMISES WHICH IS GREATER THAN THE OCCUPANCY DENSITY THAT CAN BE REASONABLY
SUPPORTED BY THE BUILDING SYSTEMS (TAKING INTO CONSIDERATION ANY SUPPLEMENTAL
SYSTEMS INSTALLED BY TENANT) OR WHICH WOULD RESULT IN THE USE OF MORE PROJECT
PARKING SPACES THAN PROVIDED TO TENANT UNDER THE TERMS OF THIS LEASE (TAKING
INTO CONSIDERATION ANY OFFSITE PARKING PROGRAMS ENACTED BY TENANT).
TENANT
FURTHER COVENANTS AND AGREES THAT TENANT SHALL NOT USE, OR SUFFER OR PERMIT ANY
PERSON OR PERSONS TO USE, THE PREMISES OR ANY PART THEREOF FOR ANY USE OR
PURPOSE CONTRARY TO THE PROVISIONS OF THE RULES AND REGULATIONS SET FORTH IN
EXHIBIT D, ATTACHED HERETO, OR IN VIOLATION OF THE LAWS OF
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*** CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION.
THE UNITED STATES OF AMERICA, THE