Common use of Landlord’s Accounting Practices and Records Clause in Contracts

Landlord’s Accounting Practices and Records. Landlord shall maintain records respecting Taxes and Expenses and determine the same in accordance with sound accounting and management practices consistently applied in accordance with this Lease. Tenant’s employees (or any certified public accounting firm acting for Tenant on a non-contingent fee basis) shall have the right to review such records by sending notice to Landlord no later than sixty (60) days following the furnishing of the Statement specifying such records as Tenant reasonably desires to review. Such review shall be subject to the continuing condition that Tenant not be in Default beyond any applicable cure period, and subject to reasonable scheduling by Landlord during normal business hours at the place or places where such records are normally kept. No later than sixty (60) days after Landlord makes such records available for review, Tenant shall send Landlord notice specifying any exceptions that Tenant takes to matters included in such Statement, Tenant’s detailed reasons for each exception which support a conclusion that such exception properly identifies an error in such Statement, and a complete copy of the review report. Such Statement shall be considered final and binding on Tenant, except as to matters to which exception is taken after review of Landlord’s records in the foregoing manner and within the foregoing times. The foregoing times for sending Tenant’s notices hereunder are critical to Landlord’s budgeting process, and are therefore of the essence of this Paragraph. If Tenant takes timely exception as provided herein, Landlord may seek certification from an independent certified public accountant or financial consultant (who shall be subject to Tenant’s reasonable approval) as to the proper amount of Taxes and Expenses or the items as to which Tenant has taken exception. In such case: (i) such certification shall be considered final and binding on both parties (except as to additional amounts not then known or omitted by error), and (ii) Tenant shall pay Landlord for the cost of such certification, unless it shows that Taxes and Expenses were overstated by a net amount of five percent (5%) or more (in which case, Landlord shall pay for such certification, and shall also reimburse Tenant’s reasonable, direct, out-of-pocket costs for Tenant’s review of Landlord’s records hereunder up to a maximum of $2,000, within thirty (30) days after Tenant provides Landlord with reasonable evidence thereof). Pending review of such records and resolution of any exceptions, Tenant shall pay Tenant’s Share of Taxes and Expenses in the amounts shown on such Statement, subject to credit, refund or additional payment after any such exceptions are resolved.

Landlord’s Accounting Practices and Records. Landlord shall maintain records respecting Taxes and Expenses and determine the same in accordance with sound accounting and management practices consistently applied in accordance practices. Subject to the other provisions of this Article, Landlord may from time to time use a full accrual system of accounting, or a modified cash basis of accounting with this Leaseappropriate accrual adjustments to ensure that each year includes substantially the same major recurring items. Tenant’s employees (or any certified public accounting firm acting for Unless Tenant on a non-contingent fee basis) shall have the right to review such records takes exception by sending notice to Landlord no later than sixty within one hundred twenty (60) days following the furnishing of the Statement specifying such records as Tenant reasonably desires to review. Such review shall be subject to the continuing condition that Tenant not be in Default beyond any applicable cure period, and subject to reasonable scheduling by Landlord during normal business hours at the place or places where such records are normally kept. No later than sixty (60120) days after Landlord makes provides any Statement to Tenant, such records available for review, Tenant shall send Landlord notice specifying any exceptions that Tenant takes to matters included in such Statement, Tenant’s detailed reasons for each exception which support a conclusion that such exception properly identifies an error in such Statement, and a complete copy of the review report. Such Statement statement shall be considered final and binding on Tenant, except as to matters to which exception is taken after review of Landlord’s records in the foregoing manner Tenant and within the foregoing times. The foregoing times for sending Tenant’s notices hereunder are critical to Landlord’s budgeting process, and are therefore of the essence of this Paragraph. If Tenant takes timely exception as provided herein, Landlord may seek certification from an independent certified public accountant or financial consultant (who shall be subject to Tenant’s reasonable approval) as to the proper amount of Taxes and Expenses or the items as to which Tenant has taken exception. In such case: (i) such certification shall be considered final and binding on both parties (except as to additional amounts Expenses or Taxes not then known or omitted by error; provided that any Expenses or Taxes omitted by error must be billed to Tenant, if at all, within one (1) year after Tenant received such initial Statement). If Tenant timely disputes any Statement, Tenant shall be entitled to inspect, review, and copy, at Tenant’s sole cost and expense, the books, invoices, documents, and records pertaining to the Expenses and Taxes incurred by Landlord in an office of Landlord, or Landlord’s agent, during normal business hours, upon giving Landlord five (ii5) days advance written notice, subject to execution of a confidentiality agreement reasonably acceptable to Landlord, and provided that Tenant shall pay utilize an independent, nationally or regionally recognized full service accounting firm that is not being compensated on a contingency basis to perform such review and shall be subject to such confidentiality agreement. Except as expressly provided herein, if Tenant fails to timely object to an Statement, Tenant shall be deemed to have approved the Statement and shall have no further right to object to or contest the Statement. Tenant’s audit shall be conducted at the offices of the Building manager where such records are kept within thirty (30) days after the date of Tenant’s notice. Landlord for and/or Landlord’s Building manager shall cooperate with Tenant and/or Tenant’s representatives with respect to any such specific inquiries or questions and with respect to the cost conduct of such certificationaudit, unless it shows that Taxes so as to facilitate the prompt and Expenses were overstated efficient answer thereto and/or conduct of same, as applicable. Tenant shall notify Landlord of the results of such audit in writing within ten (10) days after completion of such audit. Landlord may have an agent or employee present during such inspection and audit. Landlord shall have the right to dispute the results of Tenant’s audit at Landlord’s expense. If Landlord’s and Tenant’s accountants cannot agree, their dispute shall be resolved, at Landlord’s and Tenant’s joint expense, by a net amount certified public accountant mutually satisfactory to Landlord and Tenant, or selected by the presiding judge of the Circuit Court of Multnomah County, Oregon if Landlord and Tenant cannot agree on the identity of such accountant. If the final audit ultimately discloses Tenant’s overpayment of Tenant’s Share of Expenses or Taxes: (a) such overpayment shall be applied to the next accruing installment(s) of Expenses and Taxes due from Tenant, until such credit is depleted (unless in the last year of the Term, in which event Landlord shall refund to Tenant such overpayment within thirty (30) days); and (b) if such overpayment shall exceed five percent (5%) or more in the aggregate (after netting any understated line items against overstated line items) of the amount set forth in which casethe Statement, Landlord shall promptly pay for such certification, to Tenant its reasonable third party costs and shall also reimburse expenses of conducting or defending its audit. If the final audit ultimately discloses Tenant’s reasonable, direct, out-of-pocket costs for underpayment of Tenant’s review Share of Landlord’s records hereunder up Expenses or Taxes, Tenant shall pay such amount to a maximum of $2,000, Landlord within thirty (30) days after Tenant provides Landlord with reasonable evidence thereof)days. Pending review The provisions of such records and resolution this Paragraph shall survive the expiration or earlier termination of any exceptions, Tenant shall pay Tenant’s Share of Taxes and Expenses in the amounts shown on such Statement, subject to credit, refund or additional payment after any such exceptions are resolvedthis Lease.

Landlord’s Accounting Practices and Records. Landlord shall maintain records respecting Taxes Taxes, Insurance and Expenses and determine the same in accordance with sound accounting and management practices consistently applied in accordance with this Lease. Tenant’s employees (or any certified public accounting firm acting for Tenant on a non-contingent fee basis) shall have the right to review such records by sending notice to Landlord no later than sixty thirty (6030) days following the furnishing of the Statement specifying such records as Tenant reasonably desires to review. Such review shall be subject to the continuing condition that Tenant not be in Default beyond any applicable cure periodDefault, and subject to reasonable scheduling by Landlord during normal business hours at the place or places where such records are normally kept. No later than sixty thirty (6030) days after Landlord makes such records available for review, Tenant shall send Landlord notice specifying any exceptions that Tenant takes to matters included in such Statement, Tenant’s detailed reasons for each exception which support a conclusion that such exception properly identifies an error in such Statement, and a complete copy of the review report. Such Statement shall be considered final and binding on Tenant, except as to matters to which exception is taken after review of Landlord’s records in the foregoing manner and within the foregoing times. The foregoing times for sending Tenant’s notices hereunder are critical to Landlord’s budgeting process, and are therefore of the essence of this Paragraph. If Tenant takes timely exception as provided herein, Landlord may seek certification from an independent certified public accountant or financial consultant (who shall be subject to Tenant’s reasonable approval) as to the proper amount of Taxes Taxes, Insurance and Expenses or the items as to which Tenant has taken exception. In such case: (i) such certification shall be considered final and binding on both parties (except as to additional amounts not then known or omitted by error), and (ii) Tenant shall pay Landlord for the cost of such certification, unless it shows that Taxes Taxes, Insurance and Expenses were overstated by a net amount of five percent (5%) or more (in which case, Landlord shall pay for such certification, and shall also reimburse Tenant’s reasonable, direct, out-of-pocket costs for Tenant’s review of Landlord’s records hereunder up to a maximum of $2,000, within thirty (30) days after Tenant provides Landlord with reasonable evidence thereof)more. Pending review of such records and resolution of any exceptions, Tenant shall pay Tenant’s Share of Taxes and Expenses in the amounts shown on such Statement, subject to credit, refund or additional payment after any such exceptions are resolved.

Landlord’s Accounting Practices and Records. Landlord shall maintain records respecting Taxes and Expenses and determine the same in accordance with sound accounting and management practices consistently applied in accordance with this Lease. Tenant’s employees (or any certified public accounting firm acting for Unless Tenant on a non-contingent fee basis) shall have the right to review such records takes exception by sending notice to Landlord no later than sixty within ninety (6090) days following after Landlord provides any written statement to Tenant for any item of Additional Rent, such statement shall be considered final and binding on Tenant (except as to additional Expenses or Taxes not then known or omitted by error). If Tenant takes exception and provides written notice to Landlord within such ninety (90) day period, then Tenant may, at its own expense (except as provided herein), audit Landlord’s books relevant to Expenses for the furnishing of the Statement specifying such records as immediately preceding calendar year using an independent certified public accountant selected by Tenant and reasonably desires to reviewapproved by Landlord. Such review accountant shall be subject to the continuing condition that Tenant not be in Default beyond any applicable cure periodcompensated on a contingency fee basis, and subject such accountant’s review must be completed and its report submitted to reasonable scheduling by Landlord during normal business hours at the place or places where such records are normally kept. No later than within sixty (60) days after Landlord makes provides Tenant access to its books and records relevant to such Expenses as provided in the following sentence. With respect to such audit, Landlord shall provide copies of its books and records available for review, and such other back up materials as Tenant may reasonably request. Both Tenant and its accountant shall send Landlord notice specifying execute Landlord’s standard form of confidentiality agreement prior to having access to any exceptions that Tenant takes to matters included in such Statement, Tenant’s detailed reasons for each exception which support a conclusion that such exception properly identifies an error in such Statement, and a complete copy of the review report. Such Statement shall be considered final and binding on Tenant, except as to matters to which exception is taken after review of Landlord’s records in books and records. If Landlord confirms the foregoing manner and within the foregoing times. The foregoing times for sending results of Tenant’s notices hereunder are critical to Landlordaccountant’s budgeting processreview, and are therefore of the essence of this Paragraph. If Tenant takes timely exception as provided herein, Landlord may seek certification from an independent certified public accountant or financial consultant (who shall be subject to Tenant’s reasonable approval) as to the proper amount of Taxes and Expenses or the items as to which Tenant has taken exception. In such casethen: (i) such certification confirmation shall be considered final and binding on both parties (except as to additional amounts expenses or taxes not then known or omitted by error), and (ii) Tenant shall pay Landlord for the cost of all costs associated with such certificationreview, unless it shows that Taxes and Expenses were overstated by a net amount of at least five percent (5%) or more (), in which case, case Landlord shall pay reimburse Tenant for such certification, its actual and shall also reimburse Tenant’s reasonable, direct, reasonable out-of-pocket costs for Tenant’s review of Landlord’s records hereunder up to a maximum of $2,000, associated with such audit within thirty (30) days after receipt of Tenant’s documented invoice therefor. If Landlord disagrees with Tenant’s accountant’s review, Landlord and Tenant provides Landlord with reasonable evidence thereof)(and their respective accountants) shall cooperate in good faith to resolve the dispute. Pending review of such records and resolution of any such exceptions, Tenant shall pay Tenant’s Share of Taxes and Expenses in the all amounts shown on such StatementLandlord’s statement, subject to credit, refund or additional payment after any such exceptions are resolved.

Landlord’s Accounting Practices and Records. Landlord shall maintain records respecting Taxes and Expenses and determine the same in accordance with sound accounting and management practices consistently applied practices. Subject to the other provisions of this Article, Landlord may from time to time use a full accrual system of accounting, or a modified cash basis of accounting with appropriate accrual adjustments to ensure that each year includes substantially the same major recurring items, provided that in accordance with this Leaseno event shall such change result in duplication of payment for any item(s) by Tenant. Tenant’s employees (, or any an independent certified public accounting firm acting for retained by Tenant on an hourly fee basis (and not on a non-contingent contingency fee basis) ), shall have the right to review inspect Landlord’s accounting records relative to Expenses and Taxes during normal business hours at any time within thirty (30) days following the furnishing to Tenant of the annual Statement. Unless Tenant shall take written exception to any item in any such records by sending notice to Landlord no later than Statement within such sixty (60) days following the furnishing to Tenant of the Statement specifying such records as Tenant reasonably desires to review. Such review shall be subject to the continuing condition that Tenant not be in Default beyond any applicable cure period, and subject to reasonable scheduling by Landlord during normal business hours at the place or places where such records are normally kept. No later than sixty (60) days after Landlord makes such records available for review, Tenant shall send Landlord notice specifying any exceptions that Tenant takes to matters included in such annual Statement, Tenant’s detailed reasons for each exception which support a conclusion that such exception properly identifies an error in such Statement, and a complete copy of the review report. Such Statement shall be considered final and binding on Tenant, except as to matters to which exception is taken after review of Landlord’s records in the foregoing manner and within the foregoing times. The foregoing times for sending Tenant’s notices hereunder are critical to Landlord’s budgeting process, and are therefore of the essence of this Paragraph. If Tenant takes shall timely exception as provided herein, dispute any specific item(s) in an annual Statement and if such dispute is not resolved between Landlord may seek certification from an independent certified public accountant or financial consultant (who shall be subject to Tenant’s reasonable approval) as to the proper amount of Taxes and Expenses or the items as to which Tenant has taken exception. In such case: (i) such certification shall be considered final and binding on both parties (except as to additional amounts not then known or omitted by error), and (ii) Tenant shall pay Landlord for the cost of such certification, unless it shows that Taxes and Expenses were overstated by a net amount of five percent (5%) or more (in which case, Landlord shall pay for such certification, and shall also reimburse Tenant’s reasonable, direct, out-of-pocket costs for Tenant’s review of Landlord’s records hereunder up to a maximum of $2,000, within thirty (30) days after notice of such dispute from Tenant, then either party may, during the thirty (30) day period next following expiration of said initial thirty (30) day period, refer such disputed item(s) to a reputable independent certified public accountant mutually selected by Landlord and Tenant provides for determination (and Landlord with and Tenant each agree to act in a commercially reasonable evidence thereofmanner in such mutual selection of a reputable independent certified public accountant), and the determination of such accountant shall be final, conclusive and binding upon Landlord and Tenant. Tenant agrees to pay all costs involved in such determination, unless it is determined that Landlord’s original calculation of the amount of Tenant’s Share of Taxes and Expenses was overstated by more than five percent (5%), in which event Landlord shall pay all costs of such audit. Pending review of such records and resolution of any such exceptions, Tenant shall pay Tenant’s Share of Taxes and Expenses in the amounts shown on such Statement, subject to credit, refund or additional payment after any such exceptions are resolved.

Landlord’s Accounting Practices and Records. Landlord shall maintain records respecting Taxes and Expenses and determine the same in accordance with sound accounting and management practices consistently applied in accordance with this Lease. Tenant’s employees (or any certified public accounting firm acting for Tenant Although this Lease contemplates the general computation of Taxes and Expenses on a non-contingent cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year includes substantially the same recurring items. Landlord reserves the right to apply a full accrual system of accounting so long as the same is consistently applied and Tenant's obligations are not materially adversely affected, and further provided that Landlord shall continue to pay Expenses and Taxes on a timely basis. Tenant or its representative (acting on a noncontingent fee basis) shall have the right to review such records by sending notice to Landlord no later than sixty ninety (6090) days following the furnishing of the Statement specifying such records as Tenant reasonably desires to review. Such review shall be subject to the continuing condition that Tenant not be in Default beyond any applicable cure periodDefault, and subject to reasonable scheduling by Landlord during normal business hours at the place or places where such records are normally keptkept provided that such records shall be kept within the 48 continental United States. No later than sixty ninety (6090) days after Landlord makes such records available for review, Tenant shall send Landlord notice specifying any exceptions that Tenant takes to matters included in such Statement, Tenant’s ▇▇▇▇▇▇'s detailed reasons for each exception which support a conclusion that such exception properly identifies an error in such Statement, and a complete copy of the review report. Such Statement shall be considered final and binding on Tenant, except as to matters to which exception is taken after review of Landlord’s 's records in the foregoing manner and within the foregoing times. The foregoing times for sending Tenant’s ▇▇▇▇▇▇'s notices hereunder are critical to Landlord’s ▇▇▇▇▇▇▇▇'s budgeting process, and are therefore of the essence of this Paragraph. If Tenant takes timely exception as provided herein, Landlord may seek certification from an independent certified public accountant or financial consultant (who shall be subject to Tenant’s 's reasonable approval) as to the proper amount of Taxes and Expenses or the items as to which Tenant has taken exception. In such case: (i) such certification shall be considered final and binding on both parties (except as to additional amounts not then known or omitted by error), and (ii) Tenant shall pay Landlord for the cost of such certification, unless it shows that ▇▇▇▇▇▇'s Share of Taxes and Expenses were overstated by a net amount of five three percent (53%) or more (more, in which case, event Landlord shall pay for the reasonable cost of such certification, and shall also reimburse Tenant’s reasonable, direct, out-of-pocket costs for Tenant’s review certification provided that such reasonable cost does not exceed the amount of Landlord’s records hereunder up to a maximum of $2,000, within thirty (30) days after Tenant provides Landlord with reasonable evidence thereof)the overstatement. Pending review of such records and resolution of any exceptions, Tenant shall pay Tenant’s 's Share of Taxes and Expenses in the amounts shown on such Statement, subject to credit, refund or additional payment after any such exceptions are resolved.

Landlord’s Accounting Practices and Records. Landlord shall maintain records respecting Taxes and Expenses and determine the same in accordance with sound accounting and management practices consistently applied in accordance with this Lease. Although this Lease contemplates the general computation of Taxes and Expenses on a cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year includes substantially the same recurring items. Landlord reserves the right to apply a full accrual system of accounting so long as the same is consistently applied and Tenant’s employees 's obligations are not materially adversely affected, and further provided that Landlord shall continue to pay Expenses and Taxes on a timely basis. Tenant or its representative (or any certified public accounting firm acting for Tenant on a non-contingent fee basis) shall have the right to review such records by sending notice to Landlord no later than sixty ninety (6090) days following the furnishing of the Statement specifying such records as Tenant reasonably desires to review. Such review shall be subject to the continuing condition that Tenant not be in Default beyond any applicable cure periodDefault, and subject to reasonable scheduling by Landlord during normal business hours at the place or places where such records are normally keptkept provided that such records shall be kept within the 48 continental United States. No later than sixty ninety (6090) days after Landlord makes such records available for review, Tenant shall send Landlord notice specifying any exceptions that Tenant takes to matters included in such Statement, Tenant’s 's detailed reasons for each exception which support a conclusion that such exception properly identifies an error in such Statement, and a complete copy of the review report. Such Statement shall be considered final and binding on Tenant, except as to matters to which exception is taken after review of Landlord’s 's records in the foregoing manner and within the foregoing times. The foregoing times for sending Tenant’s 's notices hereunder are critical to Landlord’s 's budgeting process, and are therefore of the essence of this Paragraph. If Tenant takes timely exception as provided herein, Landlord may seek certification from an independent certified public accountant or financial consultant (who shall be subject to Tenant’s 's reasonable approval) as to the proper amount of Taxes and Expenses or the items as to which Tenant has taken exception. In such case: (i) such certification shall be considered final and binding on both parties (except as to additional amounts not then known or omitted by error), and (ii) Tenant shall pay Landlord for the cost of such certification, unless it shows that Tenant's Share of Taxes and Expenses were overstated by a net amount of five three percent (53%) or more (more, in which case, event Landlord shall pay for the reasonable cost of such certification, and shall also reimburse Tenant’s reasonable, direct, out-of-pocket costs for Tenant’s review certification provided that such reasonable cost does not exceed the amount of Landlord’s records hereunder up to a maximum of $2,000, within thirty (30) days after Tenant provides Landlord with reasonable evidence thereof)the overstatement. Pending review of such records and resolution of any exceptions, Tenant shall pay Tenant’s 's Share of Taxes and Expenses in the amounts shown on such Statement, subject to credit, refund or additional payment after any such exceptions are resolved.

Landlord’s Accounting Practices and Records. Landlord shall maintain records respecting Taxes and Expenses and determine the same in accordance with sound accounting and management practices consistently applied in accordance with this Lease. Although this Lease contemplates the general computation of Taxes and Expenses on a cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year includes substantially the same recurring items. Landlord reserves the right to apply a full accrual system of accounting so long as the same is consistently applied and Tenant’s employees obligations are not materially adversely affected. Tenant or its representative (or any certified public accounting firm acting for Tenant on a non-contingent fee basis) shall have the right to review such records by sending notice to Landlord no later than sixty thirty (6030) days following the furnishing of the Statement specifying such records as Tenant reasonably desires to review. Such review shall be subject to the continuing condition that Tenant not be in Default beyond any applicable cure periodDefault, and subject to reasonable scheduling by Landlord during normal business hours at the place or places where such records are normally kept. No later than sixty thirty (6030) days after Landlord makes such records available for review, Tenant shall send Landlord notice specifying any exceptions that Tenant takes to matters included in such Statement, Tenant’s detailed reasons for each exception which support a conclusion that such exception properly identifies an error in such Statement, and a complete copy of the review report. Such Statement shall be considered final and binding on Tenant, except as to matters to which exception is taken after review of Landlord’s records in the foregoing manner and within the foregoing times. The foregoing times for sending Tenant’s notices hereunder are critical to Landlord’s budgeting process, and are therefore of the essence of this Paragraph. If Tenant takes timely exception as provided herein, Landlord may seek certification from an independent certified public accountant or financial consultant (who shall be subject to Tenant’s reasonable approval) as to the proper amount of Taxes and Expenses or the items as to which Tenant has taken exception. In such case: (i) such certification shall be considered final and binding on both parties (except as to additional amounts not then known or omitted by error), and (ii) Tenant shall pay Landlord for the cost of such certification, unless it shows that Taxes and Expenses were overstated by a net amount of five percent (5%) or more (in which case, Landlord shall pay for such certification, and shall also reimburse Tenant’s reasonable, direct, out-of-pocket costs for Tenant’s review of Landlord’s records hereunder up to a maximum of $2,000, within thirty (30) days after Tenant provides Landlord with reasonable evidence thereof)more. Pending review of such records and resolution of any exceptions, Tenant shall pay Tenant’s Share of Taxes and Expenses in the Table of Contents amounts shown on such Statement, subject to credit, refund or additional payment after any such exceptions are resolved.

Landlord’s Accounting Practices and Records. Landlord shall maintain records respecting Taxes and Expenses and determine the same in accordance with sound accounting and management practices consistently applied in accordance with this Lease. Although this Lease contemplates the general computation of Taxes and Expenses on a cash basis, Landlord shall make reasonable and appropriate accrual adjustments to ensure that each calendar year includes substantially the same recurring items. Landlord reserves the right to apply a full accrual system of accounting so long as the same is consistently applied and Tenant’s employees 's obligations are not materially adversely affected. Tenant or its representative (or any certified public accounting firm acting for Tenant on a non-contingent fee basis) shall have the right to review such records by sending notice to Landlord no later than sixty thirty (6030) days following the furnishing of the Statement specifying such records as Tenant reasonably desires to review. Such review shall be subject to the continuing condition that Tenant not be in Default beyond any applicable cure periodDefault, and subject to reasonable scheduling by Landlord during normal business hours at the place or places where such records are normally kept. No later than sixty thirty (6030) days after Landlord makes such records available for review, Tenant shall send Landlord notice specifying any exceptions that Tenant takes to matters included in such Statement, Tenant’s 's detailed reasons for each exception which support a conclusion that such exception properly identifies an error in such Statement, and a complete copy of the review report. Such Statement shall be considered final and binding on Tenant, except as to matters to which exception is taken after review of Landlord’s 's records in the foregoing manner and within the foregoing times. The foregoing times for sending Tenant’s 's notices hereunder are critical to Landlord’s 's budgeting process, and are therefore of the essence of this Paragraph. If Tenant takes timely exception as provided herein, Landlord may seek certification from an independent certified public accountant or financial consultant (who shall be subject to Tenant’s 's reasonable approval) as to the proper amount of Taxes and Expenses or the items as to which Tenant has taken exception. In such case: (i) such certification shall be considered final and binding on both parties (except as to additional amounts not then known or omitted by error), and (ii) Tenant shall pay Landlord for the cost of such certification, unless it shows that Taxes and Expenses were overstated by a net amount of five percent (5%) or more (in which case, Landlord shall pay for such certification, and shall also reimburse Tenant’s reasonable, direct, out-of-pocket costs for Tenant’s review of Landlord’s records hereunder up to a maximum of $2,000, within thirty (30) days after Tenant provides Landlord with reasonable evidence thereof)more. Pending review of such records and resolution of any exceptions, Tenant shall pay Tenant’s 's Share of Taxes and Expenses in the amounts shown on such Statement, subject to credit, refund or additional payment after any such exceptions are resolved.

Landlord’s Accounting Practices and Records. Landlord shall maintain records respecting Taxes and Expenses and determine the same in accordance with sound accounting and management practices consistently applied in accordance practices. Subject to the other provisions of this Article, Landlord may from time to time use a full accrual system of accounting, or a modified cash basis of accounting with this Leaseappropriate accrual adjustments to ensure that each year includes substantially the same major recurring items. Tenant’s employees (or any certified public accounting firm acting for Tenant on a non-contingent fee basis) shall have the right to review such records Unless Subtenant takes exception by sending notice to Landlord no later than sixty (60) days following the furnishing of the Statement specifying such records as Tenant reasonably desires to review. Such review shall be subject to the continuing condition that Tenant not be in Default beyond any applicable cure period, and subject to reasonable scheduling by Landlord during normal business hours at the place or places where such records are normally kept. No later than sixty (60) within 180 days after Landlord makes provides any Statement to Subtenant, such records available for review, Tenant shall send Landlord notice specifying any exceptions that Tenant takes to matters included in such Statement, Tenant’s detailed reasons for each exception which support a conclusion that such exception properly identifies an error in such Statement, and a complete copy of the review report. Such Statement shall be considered final and binding on Tenant, except as to matters to which exception is taken after review of Landlord’s records in the foregoing manner and within the foregoing times. The foregoing times for sending Tenant’s notices hereunder are critical to Landlord’s budgeting process, and are therefore of the essence of this Paragraph. If Tenant takes timely exception as provided herein, Landlord may seek certification from an independent certified public accountant or financial consultant (who shall be subject to Tenant’s reasonable approval) as to the proper amount of Taxes and Expenses or the items as to which Tenant has taken exception. In such case: (i) such certification shall be considered final and binding on both parties Subtenant (except as to additional amounts Expenses or Taxes not then known or omitted by error), and (ii) Tenant shall pay Landlord for the cost of such certification, unless it shows that Taxes and Expenses were overstated by a net amount of five percent (5%) or more (in which case, Landlord shall pay for such certification, and shall also reimburse Tenant’s reasonable, direct, out-of-pocket costs for Tenant’s review of Landlord’s records hereunder up to a maximum of $2,000, within thirty (30) days after Tenant provides Landlord with reasonable evidence thereof). Pending review of such records and resolution of any such exceptions, Tenant Subtenant shall pay Tenant’s Subtenant's Share of Taxes and Expenses in the amounts shown on such Statement, subject to credit, refund or additional payment after any such exceptions are resolved. Landlord shall permit Subtenant or Subtenant's duly authorized agent, during the Term and for a period of one (1) year following the expiration or earlier termination of this Sublease, to: (i) examine, during normal business hours and upon forty-eight (48) hours notice, any of Landlord's records related to the calculation of Taxes and Expenses as required in this Section 4(H); and (b) at any time after seven (7) days prior written notice to Landlord of its intention to do so, but not more than once every lease year respectively for Taxes and for Expenses, cause to be made a complete audit of Landlord's records of Taxes and/or Expenses, respectively, for any lease year. Any audit as described in this Section 4(H) shall be at Subtenant's expense except that if such audit discloses that actual Taxes and/or Expenses for any lease year exceeded by more than five percent (5%) of the amount reported to Subtenant, then the cost of such audit shall be paid by Landlord and Subtenant will be credited the amount overpaid in the next months Base Rent or be refunded to Subtenant, if after expiration of this Sublease.

Landlord’s Accounting Practices and Records. Landlord shall maintain records respecting Taxes and Expenses and determine with respect to the same in accordance with sound accounting and management practices consistently applied in accordance with additional rent charged pursuant to this Lease. It is contemplated that the general computation of additional rent will be on a cash basis; provided, however, that Landlord shall make reasonable and appropriate accrual adjustments to ensure that each lease year includes substantially the same recurring items. Landlord reserves the right to apply a full accrual system of accounting so long as the same is consistently applied and Tenant’s employees obligations are not materially adversely affected. Within 120 days after the end of each calendar year, or as soon thereafter as practicable, Landlord shall provide a statement (the “Reconciliation Statement”) to Tenant showing: (a) the amount of actual additional rent for such calendar year, with a listing of amounts for major categories of expenses, (b) any amount paid by Tenant towards additional rent during such calendar year on an estimated basis, and (c) any further revised estimate of Tenant’s obligations for additional rent for the current calendar year. Tenant or any certified public accounting firm its representative (acting for Tenant on a non-contingent fee basis) shall have the right to review such records by sending notice to Landlord no later than sixty one hundred twenty (60120) days following the furnishing of the Reconciliation Statement specifying such records as Tenant reasonably desires to review. Such review shall be subject to the continuing condition that Tenant not be in Default beyond any applicable cure perioddefault under this Lease, and subject to reasonable scheduling by Landlord during normal business hours at the place or places where such records are normally kept. No later than sixty thirty (6030) days after Landlord makes such records available for review, Tenant shall send Landlord notice specifying any exceptions that Tenant takes to matters included in such Reconciliation Statement, Tenant’s detailed reasons for each exception which support a conclusion that such exception properly identifies an error in such Reconciliation Statement, and a complete copy of the review report. Such Reconciliation Statement shall be considered final and binding on Tenant, except as to matters to which exception is taken after review of Landlord’s records in the foregoing manner and within the foregoing times. The foregoing times for sending Tenant’s notices hereunder are critical to Landlord’s budgeting process, and are therefore of the essence of this ParagraphSection. If Tenant takes timely exception as provided herein, Landlord may seek certification from an independent certified public accountant or financial consultant (who shall be subject to Tenant’s reasonable approval) as to the proper amount of Taxes and Expenses additional rent or the items as to which Tenant has taken exception. In such case: (i) such certification shall be considered final and binding on both parties (except as to additional amounts not then known or omitted by error), and (ii) Tenant shall pay Landlord for the cost of such certification, unless it shows that Taxes and Expenses were the Additional Rent was overstated by a net amount of five percent (5%) or more (in which case, Landlord shall pay for such certification, and shall also reimburse Tenant’s reasonable, direct, out-of-pocket costs for Tenant’s review of Landlord’s records hereunder up to a maximum of $2,000, within thirty (30) days after Tenant provides Landlord with reasonable evidence thereof)more. Pending review of such records and resolution of any exceptions, Tenant shall pay Tenant’s Share of Taxes and Expenses the Additional Rent in the amounts shown on such Reconciliation Statement, subject to credit, refund or additional payment after any such exceptions are resolved. In the event that the Tenant’s examination discloses an overcharge in excess of five percent (5%), Landlord shall promptly refund such overcharge and shall pay to Tenant all reasonable costs incurred for the examination.