UPON THE RECEIPT BY LANDLORD OF AN AUDIT NOTICE, LANDLORD
SHALL INSTRUCT ITS REPRESENTATIVE TO MEET WITH A DESIGNATED EMPLOYEE OR
REPRESENTATIVE OF TENANT (THE "TENANT REPRESENTATIVE") TO DISCUSS THE OBJECTIONS
SET FORTH IN THE AUDIT NOTICE.
LANDLORD SHALL PROVIDE THE TENANT REPRESENTATIVE
WITH REASONABLE ACCESS TO LANDLORD'S BOOKS AND RECORDS WHERE SUCH RECORDS ARE
MAINTAINED RELATING TO OPERATING EXPENSES FOR THE CALENDAR YEAR IN QUESTION IN
ORDER TO ATTEMPT TO RESOLVE THE ISSUES RAISED BY TENANT IN THE AUDIT NOTICE.
IF, WITHIN NINETY (90) DAYS AFTER LANDLORD'S RECEIPT OF THE AUDIT NOTICE,
LANDLORD AND TENANT ARE UNABLE TO RESOLVE TENANT'S OBJECTIONS, THEN NOT LATER
THAN FIFTEEN (15) DAYS AFTER THE EXPIRATION OF SUCH 90-DAY PERIOD, TENANT SHALL
NOTIFY LANDLORD IF TENANT WISHES TO EMPLOY A NATIONALLY OR REGIONALLY RECOGNIZED
CERTIFIED PUBLIC ACCOUNTING FIRM WHICH IS NOT PAID ON A CONTINGENCY FEE BASIS
(SUCH ACCOUNTANTS, "ACCEPTABLE ACCOUNTANTS") TO INSPECT AND AUDIT LANDLORD'S
BOOKS AND RECORDS FOR THE BUILDING RELATING TO THE OBJECTIONS RAISED IN TENANT'S
STATEMENT.
SUCH AUDIT SHALL BE LIMITED TO A DETERMINATION OF WHETHER LANDLORD
CALCULATED THE OPERATING EXPENSES IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF
THIS LEASE, SUCH CALCULATIONS TO BE DETERMINED BY APPLYING NORMAL AND CUSTOMARY
ACCOUNTING METHODS USED BY OWNERS OF SIMILAR BUILDINGS IN THE AREA FOR
CALCULATING OPERATING EXPENSES.
ALL COSTS AND EXPENSES OF ANY SUCH AUDIT SHALL
BE PAID BY TENANT, EXCEPT AS PROVIDED BELOW.
ANY AUDIT PERFORMED PURSUANT TO
THE TERMS OF THIS SECTION SHALL BE CONDUCTED ONLY BY THE ACCEPTABLE ACCOUNTANTS
AT THE OFFICES WHERE LANDLORD MAINTAINS ITS RECORDS IN THE ATLANTA, GEORGIA
AREA.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, TENANT SHALL
BE ENTITLED TO EXERCISE ITS AUDIT RIGHT PURSUANT TO THIS SECTION ONLY IN STRICT
ACCORDANCE WITH THE FOREGOING PROCEDURES NO MORE OFTEN THAN ONCE PER CALENDAR
YEAR AND EACH SUCH AUDIT SHALL RELATE ONLY TO THE CALENDAR YEAR MOST RECENTLY
ENDED.
IN THE EVENT THAT TENANT FAILS TO NOTIFY LANDLORD WITHIN THE FOREGOING
90-DAY PERIOD THAT TENANT OBJECTS TO THE ANNUAL EXPENSE STATEMENT, THEN TENANT'S
RIGHT TO AUDIT SUCH YEAR'S STATEMENT SHALL BE NULL AND VOID.
IF TENANT'S AUDIT
REVEALS A BONA FIDE ERROR IN LANDLORD'S CALCULATION OF TENANT'S PRORATA SHARE OF
OPERATING EXPENSES FOR THE AUDITED CALENDAR YEAR, THEN LANDLORD AND TENANT SHALL
PROMPTLY ADJUST SUCH ERROR BETWEEN THEMSELVES.
IN ADDITION, TENANT SHALL BE
ENTITLED TO A PROMPT REFUND OF THE REASONABLE, OUT-OF-POCKET AUDIT FEES PAID BY
TENANT IF BOTH (A) THE CORRECTED OPERATING EXPENSE AMOUNT IS LESS THAN
NINETY-SEVEN PERCENT (97%) OF LANDLORD'S CALCULATION OF THE OPERATING EXPENSE
AMOUNT AND (B) LANDLORD'S INCORRECT CALCULATION RESULTED IN AN OVERPAYMENT BY
TENANT OF MORE THAN $2,500 OF TENANT'S PRORATA SHARE OF OPERATING EXPENSES.
IN
THE EVENT LANDLORD DISAGREES WITH THE RESULTS OF THE AUDIT BY THE ACCEPTABLE
ACCOUNTANTS OR DISAGREES THAT THERE IS A BONA FIDE ERROR, THEN EITHER PARTY
SHALL HAVE THE RIGHT TO INITIATE AN ARBITRATION PROCEEDING BY WRITTEN NOTICE TO
THE OTHER PARTY.
LANDLORD AND TENANT SHALL PROMPTLY SELECT AN INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANT,