SHALL BE MADE ON SUCH DATE AND TIME REASONABLY SET BY LANDLORD IN LANDLORD'S
OFFICE DURING NORMAL BUSINESS HOURS.
IF SUCH AUDIT IS NOT COMPLETED BY TENANT
WITHIN 180 DAYS FROM THE DATE OF THE ADJUSTMENT AND IF NO ADJUSTMENT HAS BEEN
MADE, WITHIN 210 DAYS FROM THE END OF THE PARTICULAR CALENDAR YEAR, TENANT SHALL
HAVE NO FURTHER RIGHT OF AUDIT FOR THAT PARTICULAR CALENDAR YEAR AND THE AMOUNT
CLAIMED TO BE OWED BY LANDLORD SHALL BE CONCLUSIVE AND BINDING ON TENANT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TENANT OR TENANT'S
AUTHORIZED
5
REPRESENTATIVE (AS SET FORTH ABOVE) MAY CONDUCT SUCH AUDIT NO MORE THAN ONE (1)
TIME DURING ANY TWELVE (12) MONTH PERIOD.
IF THE EXAMINATION MADE BY THE TENANT
DISCLOSES A DISCREPANCY IN THE TAXES AND OPERATING COSTS CHARGED TO THE TENANT,
TENANT SHALL CONTEST SUCH CHARGE WITHIN SUCH 180 DAY PERIOD OR 210 DAY PERIOD AS
SET FORTH ABOVE.
IN THE EVENT THAT TENANT DOES NOT PROVIDE WRITTEN NOTICE TO
LANDLORD OF TENANT'S INTENT TO DISPUTE OR CONTEST SUCH EXPENSES WITHIN SUCH 180
DAY OR 210 DAY PERIOD, AS APPLICABLE, OR IF TENANT'S AUDIT IS NOT COMPLETED
WITHIN SUCH 180 OR 210 DAY PERIOD, AS APPLICABLE, TENANT WAIVES THE RIGHT TO
DISPUTE OR CONTEST THE TAXES AND OPERATING COSTS FOR THE PRIOR YEAR.
IT IS
FURTHER UNDERSTOOD AND AGREED THAT TENANT, TENANT'S ACCOUNTANT AND TENANT'S
OUTSIDE COUNSEL WILL RETAIN AS CONFIDENTIAL THE INFORMATION CONTAINED IN THE
ABOVE-DESCRIBED BOOKS, RECORDS AND ACCOUNTS.
2.5.
UTILITY CHARGES.
AS ADDITIONAL RENT, TENANT SHALL PAY PROMPTLY,
AS AND WHEN THE SAME BECOME DUE AND PAYABLE WITHOUT PENALTIES, ALL RENTS, RATES,
TAXES AND CHARGES FOR ALL UTILITIES INCLUDING ELECTRICITY, GAS, HEAT, STEAM, HOT
AND/OR CHILLED WATER, AND SEWER SUPPLIED TO THE DEMISED PREMISES WHETHER
SUPPLIED BY LANDLORD OR THE UTILITY COMPANY SERVING THE CENTER AND WHETHER
SEPARATELY METERED OR NOT.
LANDLORD SHALL HAVE NO LIABILITY TO TENANT FOR
DISRUPTION OF ANY UTILITY SERVICE, AND IN NO EVENT SHALL SUCH DISRUPTION
CONSTITUTE AN EVICTION OR ENTITLE TENANT TO AN ABATEMENT OF RENT OR OTHER
CHARGES.
PROVIDED, HOWEVER, THAT IF AS A RESULT OF CAUSES SOLELY WITHIN
LANDLORD'S CONTROL, A CESSATION OF THE ELECTRIC, HEATING, SEWER SERVICE,
VENTILATION OR AIR CONDITIONING SERVICE OCCURS AND IF SUCH OCCURRENCE SHALL
RESULT IN A "SHUT-DOWN CONDITION" WHICH SHALL EXIST FOR MORE THAN FIVE (5)
CONSECUTIVE BUSINESS DAYS, THEN THE MINIMUM ANNUAL RENT HEREUNDER SHALL ABATE
FOR EACH DAY THAT THE SHUT-DOWN CONDITION SHALL THEREAFTER PERSIST (I.E., EACH
DAY AFTER THE FIVE (5) DAY PERIOD). "SHUT-DOWN CONDITION" MEANS THAT (I)
TENANT'S PERSONNEL CANNOT REASONABLY PERFORM THEIR NORMAL FUNCTIONS IN THE
DEMISED PREMISES, AND (II) TENANT SHALL HAVE CLOSED ITS BUSINESS OPERATIONS IN
THE DEMISED PREMISES AS A RESULT.
2.6.
PERSONAL PROPERTY AND OTHER TAXES.
AS ADDITIONAL RENT, TENANT
SHALL PAY WHEN DUE ALL TAXES IMPOSED UPON ALL PERSONAL PROPERTY OF TENANT AND
UPON THE DEMISED PREMISES.
FURTHERMORE, AS ADDITIONAL RENT, TENANT SHALL PAY
WHEN DUE, WHETHER COLLECTED BY LANDLORD OR DIRECTLY BY THE GOVERNMENTAL AGENCY
ASSESSING