not fully occupied, those
Operating Costs which vary with occupancy of the Building for such period will,
for the purposes of this Lease, be increased to the amount which would have been
incurred had the Building been fully occupied.
(G)
AUDIT OF BOOKS AND RECORDS.
LANDLORD SHALL MAINTAIN BOOKS AND
RECORDS WITH RESPECT TO OPERATING COSTS AND TAXES IN ACCORDANCE WITH SOUND
ACCOUNTING AND MANAGEMENT PRACTICES.
TENANT SHALL HAVE THE RIGHT TO EXAMINE
SUCH BOOKS AND RECORDS SHOWING THE OPERATING COSTS AND TAXES UPON REASONABLE
PRIOR NOTICE TO LANDLORD AND DURING NORMAL BUSINESS HOURS WITHIN THIRTY (30)
DAYS FOLLOWING THE DELIVERY OF THE OPERATING COSTS STATEMENT AND THE TAX
STATEMENT DESCRIBED IN SECTION 3.2(E) ABOVE.
4
UNLESS TENANT TAKES WRITTEN EXCEPTION TO ANY ITEM OF OPERATING COSTS OR TAXES
AND SPECIFIES TO LANDLORD IN DETAIL THE REASONS FOR SUCH EXCEPTION AS TO A
PARTICULAR ITEM WITHIN THIRTY (30) DAYS AFTER THE DELIVERY OF THE OPERATING
COSTS STATEMENT AND THE TAX STATEMENT, THE OPERATING COSTS STATEMENT AND THE TAX
STATEMENT SHALL BE CONSIDERED AS FINAL AND ACCEPTED BY TENANT.
NOTWITHSTANDING
ANY EXCEPTION MADE BY TENANT, TENANT SHALL PAY TO LANDLORD THE FULL AMOUNT OF
THE OPERATING COSTS ADJUSTMENT AND THE TAX ADJUSTMENT, SUBJECT TO READJUSTMENT
AT SUCH TIME AS ANY SUCH EXCEPTION MAY BE RESOLVED.
IF TENANT TAKES EXCEPTION
TO THE OPERATING COSTS ADJUSTMENT AND/OR THE TAX ADJUSTMENT AND SO NOTIFIES
LANDLORD IN WRITING PRIOR TO THE EXPIRATION OF SAID THIRTY (30) DAY PERIOD, THEN
LANDLORD WILL SEEK CERTIFICATION FROM LANDLORD'S INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANT OR CONSULTANT AS TO THE PROPER AMOUNT OF THE OPERATING COSTS
ADJUSTMENT AND/OR THE TAX ADJUSTMENT.
IN SUCH EVENT, THE CERTIFICATION OBTAINED
BY LANDLORD SHALL BE CONSIDERED FINAL AND BINDING ON BOTH LANDLORD AND TENANT
AND TENANT SHALL REIMBURSE LANDLORD IMMEDIATELY UPON DEMAND FOR THE COST OF
OBTAINING SUCH CERTIFICATION, UNLESS THE CERTIFICATION REVEALS THAT THE
OPERATING COSTS ADJUSTMENT AND/OR THE TAX ADJUSTMENT WERE OVERSTATED BY AT LEAST
FIVE PERCENT (5%), IN WHICH EVENT THE COST OF OBTAINING SUCH CERTIFICATION SHALL
BE BORNE BY LANDLORD.
3.3.
PAYMENT.
Tenant agrees to timely pay to Landlord during the Term Base Rent, Additional
Rent and all additional sums to be paid by Tenant to Landlord under this Lease
(collectively the "Rent"), without notice, demand, abatement, deduction, setoff
or counterclaim, at Landlord's Address for Payment of Rent or as otherwise
specified by Landlord.
4.
SECURITY DEPOSIT.
4.1.
CASH.
Tenant shall pay, in cash, simultaneously with the execution of this Lease, the
amount of the Security Deposit which will be held by Landlord to secure Tenant's
performance of its obligations under this Lease.
Landlord will have no
obligation to pay any interest on the Security Deposit to Tenant.
The Security
Deposit is not an advance payment of Rent nor a measure or limit of Landlord's
damages upon an Event of Default (as defined in Section 15 below).
Upon the
occurrence of an "Event of Default" (as defined below) Landlord may, from time
to time and without prejudice to any other