Common use of Audit Right Clause in Contracts

Audit Right. In the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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 thirty (30) 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and void.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that within ninety Tenant is in default (90after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of the Statement for the prior calendar yearsuch audit, Tenant reasonably believes that certain must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Operating Expenses charged by Tenant Share. If Landlord include costs that are and Tenant cannot properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, agree upon any such item as to which Tenant shall have given such notice, the right dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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 thirty (30) 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 and the expiration cost of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such said joint audit shall be paid by Tenant; providedthe non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, however, or adjusted in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for next installment(s) of Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidShare.

Audit Right. In the event that within ninety Within one hundred twenty (90120) days after Tenant’s receipt of a Statement by Tenant ("Review Period"), if Tenant disputes the Statement for amount set forth in the prior calendar yearStatement, Tenant's employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord ("Review Notice") and at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant reasonably believes is not then in default after expiration of all applicable cure periods and provided further that certain Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Notwithstanding the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameforegoing, Tenant shall only have the right to audit review Landlord’s books and 's records in accordance with this subsectionone (1) time during any twelve (12) month period. Tenant shall exercise If after such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticeinspection, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing ("Dispute Notice") that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s receipt of the Audit Notice's standard accounting practices, at Tenant's expense, by an independent certified public accountant selected by Landlord and Tenant are unable who is a member of a nationally or regionally recognized accounting firm. Tenant's failure to resolve Tenant’s objections, then not later than fifteen deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (1530) days after the expiration Review Period shall be deemed to constitute Tenant's approval of such 30-day periodStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant may conduct timely delivers the auditReview Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. Such audit shall be performed However, if such certification by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for accountant proves that the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, Direct Costs set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five ten percent (510%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the cost of the audit (but in no event accountant and the cost of such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to exceed each other, as are determined to be owing pursuant to such certification. Tenant agrees that this section shall be the lesser of sole method to be used by Tenant to dispute the amount of the overcharge to any Direct Costs payable by Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Lease, and Tenant hereby waives any other rights at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only law or 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidequity relating thereto.

Audit Right. In the event that within ninety (90a) Upon written request and at least fifteen (15) days after Tenant’s receipt prior notice from BRIDGE, at BRIDGE'S expense and not more than once in each twelve (12) month period, BRIDGE may engage an independent public accounting or auditing firm (the "Auditor") selected by BRIDGE, but which has not provided auditing or other services to BRIDGE during the previous five (5) years (other than previous auditing services pursuant to this Agreement or other similar BRIDGE license, development or collaboration agreements) and which is reasonably acceptable to ALGORX. The Auditor may perform on behalf of BRIDGE an audit of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records of ALGORX and those Affiliates and sublicensee(s) that have reported Net Sales of Licensed Product(s) during the relevant time period. The Auditor shall conduct the audit during the normal business hours of ALGORX, its Affiliates or sublicensee(s) as may be reasonably necessary to verify the accuracy of the Royalty Reports furnished by ALGORX hereunder in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice respect of Tenant’s exercise any annual fiscal period ending not more than thirty-six (36) months prior to the date of such request. BRIDGE acknowledges that the Auditor(s) shall conduct the audit in such a manner so as to not unreasonably interfere with the business of ALGORX and those Affiliates and sublicensee(s) described above. BRIDGE's right within to request audit shall survive any termination of this Agreement for thirty-six (36) months after the date of said termination. ALGORX acknowledges and agrees that ALGORX, its Affiliates and sublicensees shall reasonably cooperate with the Auditor in connection with any such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord audit. (the “Audit Notice”). b) Upon the receipt expiration of thirty-six (36) months following the end of any Royalty Period, the calculation of royalties payable with respect to such Royalty Period shall be binding and conclusive upon BRIDGE except with respect to any audit then requested or underway, and except for fraud or misrepresentation, ALGORX and its Affiliates shall be released from any liability or accountability with respect to royalties for such fiscal year. (c) The written report prepared by Landlord the Auditor(s), shall disclose only the summary of an Audit Noticeresults of the audit and the conclusions of the Auditor(s) regarding the audit and the amount of any underpayment or overpayment of royalties, Landlord if any, without disclosure of or reference to supporting documentation. The Auditor's report shall instruct its property manager for be the Building final determination of royalty underpayments or overpayments, if any. A copy of such report shall be sent or otherwise provided to meet with a designated employee of Tenant (ALGORX by the “Tenant Representative”Auditor(s) 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 at the property manager’s office relating same time it is sent or otherwise provided to Operating Expenses for BRIDGE. (d) If the calendar year in question in order written report by the Auditor(s) shows any underpayment of royalties, ALGORX shall remit, or shall cause its Affiliates, co-promoters, co-marketer(s) and or sublicensees to attempt remit, to resolve BRIDGE the issues raised by Tenant in the Audit Notice. If, amount of such underpayment within thirty (30) days after Landlord’s the Parties' receipt of the Audit NoticeAuditor's report. Underpayment shall bear interest from the due date at the prime rate, Landlord and Tenant are unable to resolve Tenant’s objectionsas reported by The Wall Street Journal on the due date for such payment, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five plus **** percent (5*%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit per annum (but in no event to exceed the or such lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection as shall be conducted only the maximum permitted by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 endedlaw). In the event that Tenant fails the amount of any underpayment of royalties is in excess of **** percent (*%) of the total royalties due to notify Landlord within the foregoing 90-day period that Tenant objects BRIDGE with respect to the Statementperiod covered by the Auditor's report, then Tenant’s right to ALGORX shall reimburse BRIDGE for the cost of the audit such year’s Statement in which the underpayment was discovered. Any overpayment of royalties shall be null and voidfully creditable against future royalties payable in subsequent Royalty Periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, BRIDGE shall pay ALGORX the portion of such overpayment not credited within thirty (30) days after such termination or expiration hereof, less any payment due BRIDGE hereunder. In the event this Agreement is terminated or expires before an underpayment has been fully remitted, ALGORX shall pay BRIDGE the portion of such underpayment not paid within thirty (30) days after such termination or expiration hereof.

Audit Right. In (a) For the event that within ninety (90) days after Tenant’s receipt purposes of the Statement for audits rights described herein, a Party subject to an audit in any given Contract Year will be referred to as the prior calendar year, Tenant reasonably believes that "Auditee" and the other Party who has certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right and respective rights to audit Landlord’s the books and records in accordance with this subsection. Tenant shall exercise such audit right of the Auditee will be referred to as the "Audit Rights Holder." (b) Each Party may, upon request and at its expense (except as provided for herein), cause an internationally-recognized independent accounting firm selected by providing Landlord with it (except one to whom the Auditee has a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord reasonable objection) (the “"Audit Notice”Team"). Upon , to audit during ordinary business hours the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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 thirty (30) days after Landlord’s receipt of the Audit Noticeother Party's compliance with its obligations under this Agreement, Landlord including the correctness of any payment made or required to be made to or by such Party, as applicable, and Tenant are unable to resolve Tenant’s objectionsany report underlying such payment (or lack thereof), then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating pursuant to the objections raised in Tenant’s Audit Noticeterms of this Agreement. Prior to commencing such audit, the Acceptable Accountants and Tenant must Audit Team shall enter into a an appropriate confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms Auditee. (c) In respect of each audit of the Auditee's books and conditions records: (i) the Auditee may be audited only once per Contract Year; (ii) no records for any given Contract Year for an Auditee may be audited more than once; and (iii) the Audit Rights Holder shall only be entitled to audit books and records of this Lease. All costs and expenses of any such an Auditee from the three (3) Contract Years prior to the Contract Year in which the audit shall be paid by Tenantrequest is made; provided, however, in that the event it is ultimately determined that Landlord has overstated Operating Expenses by Audit Rights Holder shall be entitled to audit all contracts to which such books and records relate regardless of the date such contracts were entered into. (d) In order to initiate an audit for a particular Contract Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with written notice of one or more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost proposed dates of the audit which are at least forty-five (but in no event to exceed 45) days after the lesser date of the amount Auditee's receipt of such written notice. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (e) The audit report and basis for any determination by an Audit Team shall be made available for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than thirty (30) days after the first determination is provided to such Auditee and to be limited to the disputed matters). If the Parties disagree as to such further determination and such disagreement relates to financial matters, the Audit Rights Holder and the Auditee shall mutually select an internationally-recognized independent accounting firm that shall make a final determination as to the remaining matters in dispute that shall be binding upon the Parties. With respect to disagreements that relate to non-financial matters, the Parties reserve all rights and remedies available at law and equity. Such accountants shall not disclose to the Audit Rights Holder any information relating to the business of the overcharge to Tenant or $2,000.00) plus the amount determined to Auditee except that which should properly have been overpaid by Tenant. Any audit performed contained in any report required hereunder or otherwise required to be disclosed to such Party to the extent necessary to verify the payments required to be made or other obligations pursuant to the terms of this subsection Agreement. (f) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be conducted only by reported to the Acceptable Accountants Joint Steering Committee (or both Parties if the Joint Steering Committee is no longer operating) and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the offices interest rate of Landlord’s property manager. Notwithstanding anything contained herein three percent (3%) with respect to any underpayment or overcharge) to the contraryunderpaid or overcharged Party within fifteen (15) days of receiving the audit report. Further, Tenant if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of ten percent (10%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year made within thirty (30) days of receiving appropriate invoices and each other support for such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90audit-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidrelated costs.

Audit Right. In the event that within ninety Within one hundred twenty (90120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s receipt employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameforegoing, Tenant shall only have the right to audit review Landlord’s books and records in accordance with this subsectionone (1) time during any twelve (12) month period. Tenant shall exercise If after such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticeinspection, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s receipt of the Audit Noticestandard accounting practices, at Tenant’s expense, by an independent certified public accountant selected by Landlord and Tenant are unable to resolve who is a member of a nationally or regionally recognized accounting firm. Tenant’s objections, then not later than fifteen failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (1530) days after the expiration Review Period shall be deemed to constitute Tenant’s approval of such 30-day periodStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant may conduct timely delivers the auditReview Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. Such audit shall be performed However, if such certification by an independentthe accountant proves that the Direct Costs charged to Tenant, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, as set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five ten percent (510%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the cost of the audit (but accountant and the cost of such certification shall be paid for by Landlord, provided that in no event to exceed the lesser shall Landlord be responsible for costs hereunder in excess of the amount of such overstatement. Promptly following the overcharge parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Tenant or $2,000.00) plus agrees that this section shall be the sole method to be used by Tenant to dispute the amount determined to have been overpaid of any Direct Costs payable by Tenant. Any audit performed Tenant pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Lease, and Tenant hereby waives any other rights at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only law or 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidequity relating thereto.

Audit Right. In Subject to the event provisions of this Section and provided that within ninety (90) days after Tenant’s receipt no Event of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameDefault then exists, Tenant shall have the right to audit examine the correctness of the Landlord’s Operating Expense Statement or any item contained therein. Any request for examination in respect of any Operating Year may be made by notice from Tenant to Landlord no more than one hundred eighty (180) after the date (the “Operating Expense Statement Date”) Landlord provides Tenant a statement of the actual amount of the Operating Expenses in respect of such Operating Year and only if Tenant shall have fully paid such amount. Such notice shall set forth in reasonable detail the matters questioned. Provided that Landlord makes L▇▇▇▇▇▇▇’s books and records available for Tenant’s examination in accordance with this Section 6.2.3, any examination must be completed and the results communicated to Landlord no more than one hundred eighty (180) days after the Operating Expense Statement Date. Tenant hereby acknowledges and agrees that T▇▇▇▇▇’s sole right to contest the Operating Expense statement shall be as expressly set forth in this Section. Tenant hereby waives any and all other rights pursuant to applicable law to inspect Landlord’s books and records in accordance with this subsectionand/or to contest the Operating Expense statement. If Tenant shall fail to timely exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 inspect Landlord’s books and records at as provided in this Section, or if Tenant shall fail to timely communicate to Landlord the property managerresults of Tenant’s office relating examination as provided in this Section, with respect to any Operating Year, L▇▇▇▇▇▇▇’s statement of Operating Expenses shall be conclusive and binding on Landlord and Tenant, provided that Landlord shall retain the right thereafter to render a corrected statement and Tenant shall retain the right to audit such corrected statement solely to extent of corrections subject to and in accordance with the provisions of this Section as applied to such corrective statement (with the Operating Expense Statement Date being deemed to be the date that Landlord provides such corrected statement to Tenant). So much of Landlord’s books and records pertaining to the Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised specific matters questioned by Tenant for the Operating Year included in Landlord’s statement shall be made available to Tenant and its qualified representative within a reasonable time after Landlord timely receives the notice from Tenant to make such examination pursuant to this Section, during normal business hours at the offices in New York, New York where Landlord keeps such books and records. Tenant shall have the right to make such examination no more than once in respect of any Operating Year in which Landlord has given Tenant a statement of the Operating Expenses (except with respect to any corrected statement rendered by Landlord as set forth above). Such examination may be made only by a qualified employee of Tenant or a qualified independent certified public accounting firm. No examination shall be conducted by an examiner who is to be compensated, in whole or in part, on a contingent fee basis. As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord a commercially reasonable form of agreement agreeing to keep confidential any information which it discovers about Landlord or the Building in connection with such examination. No subtenant, other than an Affiliate of Tenant, shall have any right to conduct any such examination, provided that in no event shall Tenant and any Affiliates of Tenant be entitled to conduct more than one examination in the Audit Noticeaggregate with respect to any Operating Year. IfNo assignee may conduct any such examination with respect to any period during which the assignee was not in possession of the Premises. Except as otherwise expressly set forth herein, all costs and expenses of any such examination shall be paid by Tenant. If as a result of such examination, Landlord and Tenant agree that the amounts paid by Tenant to Landlord on account of the Operating Expenses exceeded the amounts to which Landlord was entitled hereunder, or that T▇▇▇▇▇ is entitled to a credit with respect to the Operating Expenses, Landlord, at its option, shall refund to Tenant the amount of such excess or apply the amount of such credit against rent, as the case may be, within thirty (30) days after Landlord’s receipt the date of the Audit Noticesuch agreement. Similarly, if Landlord and T▇▇▇▇▇ agree that the amounts paid by Tenant are unable to resolve Tenant’s objectionsLandlord on account of Operating Expenses were less than the amounts to which L▇▇▇▇▇▇▇ was entitled hereunder, then not later than fifteen Tenant shall pay to Landlord, as additional rent hereunder, the amount of such deficiency within thirty (1530) days after the expiration date of such 30-day period, agreement. If Landlord and Tenant may conduct the audit. Such audit shall be performed unable to resolve any dispute concerning Operating Expenses within sixty (60) days following the delivery of the results of Tenant’s examination to Landlord, Landlord shall designate a Certified Public Accountant who has not been engaged by Landlord (or any affiliate of Landlord) within the previous three (3) years and is reasonably satisfactory to Tenant (the “Arbiter”) who shall be a member of an independent, reputable independent certified public accounting firm charging or a senior officer of a nationally recognized business consulting firm (which accounting or consulting firm shall have at least twenty (20) accounting professionals) and shall have practiced as a certified public accountant for at least ten (10) years, whose determination made in accordance with this Section 6.2.3 shall be binding upon the parties, and any such determination so made in accordance herewith may be entered as a judgment in any court of competent jurisdiction. If Landlord fails to designate an Arbiter within one hundred twenty (120) days after the delivery of the results of Tenant’s audit, or if Landlord’s designee is not reasonably satisfactory to Tenant, Tenant shall have the right to suggest an Arbiter, and if such person is not reasonably acceptable to Landlord, either party may petition the New York City office of the American Arbitration Association (or its services on an hourly rate successor) (and not a contingent fee) basis (the “Acceptable AccountantsAAA”) for the purpose appointment of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Noticean Arbiter. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit The Arbiter shall be limited to make a determination (and, if appointed by the AAA, be appointed) by an Expedited Procedures arbitration under the Commercial Arbitration Rules of whether the AAA. In rendering such determination such Arbiter shall not add to, subtract from or not Landlord calculated otherwise modify the Operating Expenses in accordance with the terms and conditions provisions of this Lease. All costs Except as otherwise set forth herein, Tenant shall pay the fees and expenses of the Arbiter. Tenant, pending the resolution of any such audit contest pursuant to the terms hereof shall continue to pay all sums as determined to be due in the first instance by Landlord. If it is finally determined that the aggregate amount paid by Tenant; providedTenant to Landlord on account of T▇▇▇▇▇’s Share of Excess Operating Expenses exceeded the amounts to which Landlord was entitled hereunder, howeverLandlord, in at its option, shall refund to Tenant the event amount of such excess or apply the amount of such credit against rent, as the case may be, within thirty (30) days after the date of such determination. If it is ultimately finally determined that the amounts paid by Tenant to Landlord has overstated on account of T▇▇▇▇▇’s Share of Excess Operating Expenses were less than the amounts to which Landlord was entitled hereunder, Tenant shall pay to Landlord the amount of such shortfall within thirty (30) days of the date Tenant is notified of the error. If L▇▇▇▇▇▇▇’s original determination of T▇▇▇▇▇’s Share of Excess Operating Expenses is determined to have been overstated by more than five three percent (53%)) or more, then Landlord shall (i) pay the fees and expenses of the Arbiter and (ii) reimburse Tenant for Tenant’s reasonable, the reasonable out-of-pocket cost of the audit (but costs and expenses incurred by Tenant in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidexamination.

Audit Right. In The Company shall keep, and shall require its Affiliates to keep, full, true and accurate books of account it used to calculate the event that Net Sales for purposes of the Royalty Payments hereunder, for at least three (3) calendar years after the calendar year with respect to which the applicable Royalty Payments were calculated. The Founder has the right, at his expense, to engage an independent, certified public accountant selected by the Founder and reasonably acceptable to the Company or, if applicable, its Affiliate, to perform, on behalf of the Founder, an audit of such books and records solely to report on the correctness of the Royalty Payments, in the locations where such records are maintained. Such audit shall be conducted only upon thirty (30) days prior written notice to the Company and its Affiliates, during regular business hours. The auditor shall be required to enter into a confidentiality agreement with the Company or its Affiliates, as applicable, and the auditor may only disclose to the Founder whether the Royalty Payments for the relevant calendar year were correctly calculated and, if not, the amount of over- or under-payments to the Founder. The records for any calendar year may be audited no more than once and no records may be audited more than three (3) calendar years after the calendar year with respect to which such Net Sales were calculated for purposes of the Royalty Payments hereunder. If such audit identifies an over-payment to the Founder, the amount of such over-payment shall be credited against future Royalty Payments owed to the Founder (or, if no further Royalty Payments are owed to the Founder, the Founder shall reimburse any such overpayment to the Company within ninety (90) days after Tenant’s the last Royalty Payment made by the Company to the Founder). If such audit identifies an under-payment to the Founder, the Company shall, within ninety (90) days after receipt of the Statement for audit report, pay to the prior calendar year, Tenant reasonably believes that certain of Founder the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise amount of such audit right within such 90under-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticepayment, Landlord shall instruct its property manager for the Building to meet along with a designated employee 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 simple interest at the property manager’s office relating to Operating Expenses for rate of one percent (1%) per month, from the calendar year in question in order to attempt to resolve date such underpayment was originally owed until the issues raised by Tenant in the Audit Notice. If, within thirty (30) 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event date it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%)paid, then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed more than the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid highest rate permitted by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidapplicable law.

Audit Right. In the event Tenant disputes the amount of the actual Operating Expenses and Property Taxes set forth in the statement delivered by Landlord to Tenant pursuant to this Article 7, Tenant shall have the right, at Tenant's sole cost, after five (5) business days' prior written notice to Landlord, to inspect at Landlord's office during normal business hours Landlord's books and records concerning the Operating Expenses and Real Property Taxes set forth in such statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant as described below, or object to or otherwise dispute the amount of the Operating Expenses and Property Taxes set forth in any statement, unless Tenant does so within one (1) year immediately following Landlord's delivery of the particular statement in question (the "Review Period"); provided, further, that notwithstanding any such timely objection, dispute, inspection and/or audit, and as a condition precedent to Tenant's exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 7.3, Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Article 7 in accordance with such statement provided, however, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described below. If after such inspection, Tenant still disputes the amount of the Operating Expenses and Real Property Taxes set forth in the statement, Tenant shall have the right, within the ninety (90) days after Tenant’s receipt thereafter, to cause an independent certified public accountant firm, as selected by Tenant and approved by Landlord (the "Accountant"), to commence and complete an audit of Landlord's books and records to determine the Statement for the prior calendar year, Tenant reasonably believes that certain proper amount of the Operating Expenses charged and Real Property Taxes incurred and amounts payable by Tenant for the particular year which is the subject of such statement, which audit shall be final and binding upon Landlord include costs that are not properly included within the term “Operating Expenses” or and Tenant. If such audit reveals that Landlord has erred in calculating sameover-charged Tenant, Tenant then Landlord shall have credit against Tenant's rental obligations next falling due the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise amount of such over-charge with interest at the Applicable Interest Rate. If the audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide reveals that the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office 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. Ifwas under-charged, then within thirty (30) 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidentialare made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge with interest at the Applicable Interest Rate. Such audit shall be limited Tenant agrees to a determination pay the costs of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by unless the Accountant determines that Landlord's original statement which was the subject of such audit was in error to Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses 's disadvantage by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost ) of the Operating Expenses and Real Property Taxes. The payment by Tenant of any amounts pursuant to this Article 7 shall not preclude Tenant from questioning the correctness of any statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object in writing thereto, conduct and complete its inspection and request that Landlord have the Accountant conduct the audit (but as described above prior to the expiration of the Review Period shall be conclusively deemed Tenant's approval of the statement in no event to exceed the lesser of question and the amount of Operating Expenses and Real Property Taxes shown thereon. Notwithstanding the overcharge foregoing, if Tenant disputes a line-item amount on any such statement, Tenant may request a copy of the supporting documents be sent to Tenant or $2,000.00) plus the amount determined to have been overpaid by without exercising all of Tenant. Any 's audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidrights as described herein.

Audit Right. In the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Common Operating Expenses charged by Landlord include costs that are not properly included within the term “Common Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsectionparagraph. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for at the Building to meet with a designated employee 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 at the property manager’s office Building relating to Common 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 thirty (30) 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by notify Landlord if Tenant wishes to employ an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting to inspect and auditing audit Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidentialstatement. Such audit shall be limited to a determination of whether or not Landlord calculated the Common Operating Expenses in accordance with the terms and conditions of this LeaseLease and normal and customary accounting methods used by owners of similar buildings in the area for calculating Tenant’s Common Operating Expense increase. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection section shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property managermanager at the Building. If Landlord has overcharged Tenant for Tenant’s Proportionate Share of the Common Operating Expense increase for any year, Landlord shall pay the amount of such overpayment to Tenant. If Common Operating Expenses are overstated by more than ten percent (10%), then Landlord agrees to pay the reasonable costs of such audit, not to exceed the lesser of Two Thousand and No/100 Dollars ($2,000.00) per audit or the amount of the overcharge. If Landlord has undercharged Tenant for Tenant’s Proportionate Share of the Common Operating Expense increase, Tenant shall promptly pay the amount of such underpayment to Landlord. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and void. Notwithstanding anything contained herein to the contrary, Tenant shall have no right to audit Landlord’s books and records for a particular calendar year if another tenant in the Building has conducted an audit of Landlord’s books for the same calendar year in question. In such event, Landlord shall provide Tenant with a copy of the result of such audit and Tenant shall be bound by the results of such audit.

Audit Right. In the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Controllable Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”as defined below) 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 at the property manager’s office 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 thirty (30) 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses increase by more than five percent (5%) in any given calendar year (as measured against the Controllable Operating Expenses for the immediately preceding calendar year) then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), then management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord shall reimburse Tenant for of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s reasonableShare for the preceding calendar year from Landlord, out-of-pocket cost and with respect to such audit, Tenant may audit the preceding calendar year; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (but in 15) days of its receipt by Tenant and no event to exceed the lesser such audit shall be conducted if any other tenant of the amount of Building has conducted an independent audit for the overcharge time period Tenant intends to audit and Landlord furnishes to Tenant or $2,000.00a copy of such audit; (iv) plus No audit shall be conducted at any time that Tenant is in default (after the amount determined to have been overpaid by Tenant. Any audit performed pursuant to expiration of any applicable grace and/or cure period) of any of the terms of this subsection Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted only by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrarynon-prevailing party; provided however, Tenant shall will not be entitled to exercise its considered the “prevailing party” for purposes of this paragraph unless the accounting firm’s audit right pursuant to this subsection only reveals an overcharge by Landlord in strict accordance with excess of five percent (5%) of the foregoing procedures no more often than once per Tenant Share for the particular 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidin question.

Audit Right. In (i) Subtenant shall have the right, within three hundred sixty-five (365) days following delivery of Sublandlord's Statement, to review Sublandlord's allocation of Operating Expenses (as defined in the Master Lease) to Subtenant's Percentage Share of Operating Costs payable hereunder. Such review may be performed by an employee of Subtenant and/or a certified public accountant, provided that any such individual or firm shall not be compensated on a so-called "contingency" basis. Such review shall be performed at Subtenant's sole cost and expense, provided, however, that if Sublandlord's Statement is determined to have overstated Subtenant's Percentage Share of Operating Costs payable hereunder by two percent (2%) or more, Sublandlord shall reimburse Subtenant for the reasonable cost of such audit, and, in addition, in the event that any such audit determines that Sublandlord's Statement has overstated Operating Costs payable hereunder, Sublandlord shall reimburse Subtenant for the amount of any such overpayment actually made by Subtenant. (ii) Subtenant may, by written notice to Sublandlord, elect, pursuant to the provisions of Section 7.E of the Original Master Lease, to cause Sublandlord to examine the books and records of Landlord relevant to a Sublandlord's Statement. In such event, (A) such examination shall be conducted by a party meeting the qualifications for the review of the books and records of Landlord as described in the Master Lease, which party shall be designated and compensated by Subtenant, but who shall be acting as Sublandlord's representative for the purposes of examining any such books and records of Landlord, (B) such party shall render a written report of such examination and such party's findings and recommendations with respect thereto, a true copy of which shall be delivered to Sublandlord within ninety ten (9010) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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 thirty (30) 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 30-day period, Tenant may conduct the auditreport is completed. Such audit shall be performed commenced and prosecuted with reasonable diligence by Sublandlord on behalf of Subtenant (provided that Subtenant requests such an independent, reputable certified public accounting firm charging for audit in a timely fashion so that Sublandlord can timely exercise its services on an hourly rate rights under Section 7.E of the Original Master Lease) and any reasonable expense incurred by Sublandlord in connection with such audit (including reasonable attorneys' fees and not a contingent feecosts) basis shall be reimbursed by Subtenant as additional Rent hereunder within ten (“Acceptable Accountants”10) for business days following invoice therefor. Any recovery from any such examination of the purpose of inspecting and auditing Landlord’s books and records for of Landlord shall be applied first to Subtenant, in the Building relating amount of the costs and expenses of such examination (to the objections raised in Tenant’s Audit Notice. Prior extent such costs and expenses were paid for by, or reimbursed to commencing such auditSublandlord by, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit Subtenant) and, second, shall be limited to a determination of whether or not Landlord calculated the Operating Expenses allocated among Sublandlord and Subtenant in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost proportionate area of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and Master Lease Premises that 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidoccupies.

Audit Right. Lessee shall have the right, after reasonable notice and at reasonable times, to inspect and photocopy Lessor’s accounting records relating to Direct Expenses and any other costs or charges passed along to Lessee at Lessor’s office. If, after such inspection and photocopying, Lessee continues to dispute the amount of its Share of Operating Expenses, Lessee shall be entitled to retain a national, independent, certified public accountant (who may not be compensated by Lessee on a contingent fee basis) to audit and/or review Lessor’s records with respect to the immediately preceding two (2) calendar years to determine the proper amount of its Share of Operating Expenses. In the no event shall Lessee audit Lessor’s accounting records more frequently than once per calendar year. If such audit or review reveals that Lessor has overcharged Lessee, then within ninety five (905) days after Tenant’s the results of such audit are made available to Lessor, Lessor shall reimburse Lessee the amount of such overcharge plus interest at the Interest Rate. If the audit reveals that Lessee was undercharged, then within five (5) days after the results of the audit are made available to Lessee, Lessee shall reimburse Lessor the amount of such undercharge plus interest thereon at the Interest Rate. If Lessor desires to contest such audit results, Lessor may do so by submitting the results of the audit to arbitration pursuant to Section 51 within five (5) days of receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain results of the audit, and the arbitration shall be final and binding upon Lessor and Lessee. Lessee agrees to pay the cost of such audit, provided that, if the audit reveals that Lessor’s determination of Lessee’s Percentage Share of Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections as set forth in any Statement sent to Lessee was in error in Lessor’s favor by more than two percent (2%), Lessor shall pay the Audit Noticecost of such audit. Landlord Lessor shall provide the Tenant Representative with reasonable access be required to Landlord’s books maintain records of all Operating Expenses and records at the property manager’s office relating to other 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 thirty (30) days after Landlord’s receipt entirety of the Audit Noticetwo-year period (“Review Period”) following Lessor’s delivery to Lessee of each Statement setting forth Lessee’s Share of Operating Expenses. The payment by Lessee of any amounts pursuant to Lease Section 4 shall not preclude Lessee from questioning the correctness of any Statement provided by Lessor at any time during the Review Period, Landlord and Tenant are unable but the failure of Lessee to resolve Tenant’s objections, then not later than fifteen (15) days after object thereto prior to the expiration of such 30-day period, Tenant may conduct the audit. Such audit Review Period shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlordconclusively deemed Lessee’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost approval of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and void.

Audit Right. In At least April 15th after the event end of each calendar year during the term, Landlord will deliver to the Tenant a reconciliation of the actual Operating Costs incurred for that within ninety calendar year (90if Tenant does not receive such a reconciliation by that date then it will notify Landlord in writing, and Landlord will deliver such a reconciliation with twenty (20) days after Tenant’s receipt of thereafter). Tenant will have the Statement right at its sole cost to audit, with an independent certified public accountant, once during each twelve (12)-month period during the term, the Operating Costs charged to Tenant for the prior calendar year, provided that Tenant reasonably believes delivers written notice to Landlord within six (6) months after receipt of the annual statement of Operating Costs for that certain calendar year, and has paid the amount of that statement and is not in default. The auditors must be compensated on an hourly basis for time spent and not pursuant to a “contingent fee” arrangement of any type. This audit will take place at the Project during Landlord’s normal business hours on at least fourteen (14) days’ prior written notice, in a manner that will not unreasonably disrupt Landlord’s business operations, and for a period not to exceed fourteen (14) business days. Landlord will not be required to provide analyses or comparisons for Tenant, but will on request cooperate with the auditors by providing, to the extent in Landlord’s possession, line item breakdowns of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised Costs disputed by Tenant in its notice to Landlord and the Audit Noticeinvoices therefor, and permitting Tenant’s auditors to copy such items at their sole cost. IfTenant agrees to keep strictly confidential the results of its audits and any information obtained in connection therewith, as well as any claims, negotiations, proceedings or settlements with Landlord, and will cause its auditors and other Affiliates to comply with these confidentiality requirements. As a condition to conducting an audit or any other review, Landlord may require Tenant and its auditors and other Affiliates to sign and deliver confidentiality agreements for this purpose. If an error has been made in the billing of Operating Costs, whether in favor of Landlord or Tenant, the sole right and remedy of the parties will be to adjust the amount of the discrepancy in cash within thirty (30) 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for if Landlord owes amounts to Tenant Landlord may, at its option, credit those amounts against the purpose of inspecting and auditing Landlord’s books and records for the Building relating rent next due from Tenant, to the objections raised extent that rent is due). Notwithstanding anything to the contrary, in Tenant’s Audit Notice. Prior addition to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby reimbursement described in the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, howeverpreceding sentence, in the event it is ultimately determined that Tenant’s audit reveals that Operating Costs charged by Landlord has overstated to Tenant for the calendar year exceeded the actual Operating Expenses Costs that should have been charged to Tenant for that calendar year by more than five ten percent (510%)) or more, then and if in fact Tenant’s audit is accurate, Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost the costs of the audit (but in no event audit, not to exceed the lesser of the amount of the overcharge Four Thousand Dollars ($4,000). If Tenant chooses not to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any request such an audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 six (6)-month period that described above, the annual statement and the amounts required to be paid thereunder will be considered final and binding on Tenant objects to the Statementin all respects, then Tenant’s right to audit such year’s Statement shall be null and voidexcept for intentional fraud by Landlord.

Audit Right. In the event that Tenant, within ninety one hundred eighty (90180) days after Tenantreceiving an Expense Statement, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s receipt records of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve which the issues raised by Tenant in the Audit NoticeExpense Statement applies. If, within thirty (30) days Within a reasonable time after Landlord’s receipt of the Audit Review Notice, Landlord and shall make all pertinent records available for inspection that are reasonably necessary for Tenant are unable to resolve Tenantconduct its review. If Tenant retains an agent to review Landlord’s objectionsrecords, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall agent must be performed by an independent, reputable with a certified public accounting firm charging for its services (“CPA Firm”) licensed to do business in Colorado and which shall not be compensated on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) fee basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined if following an Objection Notice (as defined below), Landlord and Tenant determine that Landlord has overstated Operating Expenses for the Building, or the amount charged to Tenant by Landlord, for the year in question were less than stated or appropriately charged hereunder by more than five percent (5%), then Landlord Landlord, within sixty (60) days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but reasonable amounts paid by Tenant to the CPA Firm in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid connection with such review by Tenant. Any audit performed pursuant Within thirty (30) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to the terms of this subsection shall be conducted only by Expense Statement for that year. If Tenant fails to give Landlord an Objection Notice within the Acceptable Accountants at thirty (30) day period or fails to provide Landlord with a Review Notice within the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contraryone hundred eighty (180) day period described above, Tenant shall be entitled deemed to exercise its audit right pursuant to this subsection only in strict accordance with have approved Landlord’s Expense Statement and shall be barred from raising any claims regarding the foregoing procedures no more often than once per calendar year and each such audit Operating Expenses for that year. The records obtained by Tenant shall relate only to the calendar year most recently endedbe treated as confidential. In the no event that shall Tenant fails be permitted to notify Landlord within the foregoing 90-day period that examine Landlord’s records or to dispute any Expense Statement unless Tenant objects has paid and continues to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidpay all rent when due.

Audit Right. In the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within During the term “Operating Expenses” or that Landlord has erred in calculating sameof this Agreement and for a period of two (2) years thereafter, Tenant Fortress shall have the right right, upon prior written notice to Payor, not more than once in any Fiscal Year, to audit Landlord’s the books and records in accordance of Payor, for the purpose of confirming Payor’s compliance with the provisions of this subsection. Tenant shall exercise such audit right Agreement, through an independent certified public accounting firm of nationally recognized standing selected by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period Fortress and a statement enumerating reasonably detailed reasons for Tenant’s objections acceptable to the Statement issued by Landlord Parent (the “Audit NoticeAccountant”). Upon The Accountant shall execute a confidentiality agreement, in a form reasonably acceptable to Parent, with respect to all information provided by, and all Confidential Information of, Payor. Payor shall grant the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for Accountant access during normal business hours to the Building to meet with a designated employee 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 at of Payor concerning the property manager’s office relating to Operating Expenses Product as may be reasonably necessary for the calendar year in question in order sole purpose of verifying the accuracy of the reports required to attempt be furnished by Payor pursuant to resolve Sections 5.2(b); provided, however, that verification shall not include records for more than the issues raised by Tenant preceding three (3) years. The records and results of the auditors shall be deemed Confidential Information of Payor and Fortress. A copy of the Accountant’s report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the immediately following paragraphs, (i) if the Accountant’s report correctly shows, in the Audit Notice. Ifaggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Fortress within thirty (30) days after LandlordParent’s receipt of such report: (x) the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen amount of the underpayment; (15y) days after interest on the expiration of such 30-day period, Tenant may conduct the audit. Such audit underpayment that shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate calculated pursuant to Section 5.2(d); and (and not a contingent feez) basis (“Acceptable Accountants”) for if the purpose underpayment exceeds the greater of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%) of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost the reasonable fees and expenses of the audit Accountant performing the audit; and (but ii) if the Accountant’s report correctly shows, in no event the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be entitled to exceed the lesser of deduct the amount of such overpayment from any subsequent Royalty Payment(s), together with interest on the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed overpayment that shall be calculated pursuant to Section 5.2(d). Subject to clause (ii) of the terms of this subsection shall preceding sentence, Fortress’s accountant fees and expenses will be conducted only borne by the Acceptable Accountants at the offices of Landlord’s property managerFortress. Notwithstanding anything contained herein in this Agreement to the contrary, Tenant Payor shall keep, or cause to be entitled kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to exercise its audit right pursuant to this subsection only an applicable Tax authority, and shall give Fortress any commercially reasonable assistance 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 endedrelation thereto. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and void.​

Audit Right. In the event that within ninety Within sixty (9060) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s receipt employees or an independent certified public accountant, designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameforegoing, Tenant shall only have the right to audit review Landlord’s books and records in accordance with this subsectionone (1) time during any twelve (12) month period. Tenant shall exercise If after such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”)inspection. Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve standard accounting practices. at Tenant’s objectionsexpense, then not later than fifteen by an independent certified public accountant selected by Landlord. Tenant’s failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (1530) days after the expiration Review Period shall be deemed to constitute Tenant’s approval of such 30-day periodStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant may conduct timely delivers the auditReview Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. Such audit shall be performed However, if such certification by an independentthe accountant proves that the Direct Costs charged to Tenant, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, as set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five ten percent (510%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the cost of the audit (but accountant and the cost of such certification shall be paid for by Landlord. provided that in no event to exceed the lesser shall Landlord be responsible for costs hereunder in excess of the amount of such overstatement. Promptly following the overcharge parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Tenant or $2,000.00) plus agrees that this section shall be the sole method to be used by Tenant to dispute the amount determined to have been overpaid of any Direct Costs payable by Tenant. Any audit performed Tenant pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Lease, and Tenant hereby waives any other rights at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only law or 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidequity relating thereto.

Audit Right. In the event that within ninety Within one (901) days year after Tenant’s receipt receipt, of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for by Tenant’s objections to , if Tenant disputes the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord amount of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections Additional Rent set forth in the Audit Noticestatement, an accountant (which accountant is not working on a contingency fee basis and which shall be hereinafter referred to as "Tenant's Accountant"), designated and paid for by Tenant, may after reasonable notice to Landlord and at reasonable times, inspect and copy Landlord's records with respect to such statement at Landlord's offices, provided that Tenant is not then in default under this Lease beyond any applicable notice and cure period and Tenant has paid all amounts required to be paid under the applicable statement. In connection with such inspection, Tenant and Tenant's agents must agree in advance to follow Landlord's reasonable rules and procedures regarding inspections of Landlord's records, and shall execute a mutually acceptable confidentiality agreement regarding such inspection. Tenant's failure to dispute the amount of Additional Rent set forth in any Statement within one (1) year of Tenant's receipt of such statement 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 selected by Landlord (which accountant has not previously been retained by Landlord and which shall provide the Tenant Representative with he hereinafter referred to as "Landlord's Accountant") and subject to Tenant's reasonable access to approval; provided that if such determination by Landlord’s books and records at the property manager’s office relating to 's Accountant proves that 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 thirty (30) 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has were overstated Operating Expenses by more than five percent (5%), then Landlord the overstated amount shall reimburse be repaid to Tenant for Tenant’s reasonable, out-of-pocket and the cost of Landlord's Accountant and the audit (but in no event costs of Tenant's Accountant shall be paid for by Landlord. Tenant hereby acknowledges that Tenant's sole right to exceed the lesser of inspect and copy Landlord's books and records and io contest the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid Operating Expenses payable by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right as set forth in this Section 4.2 and Tenant hereby waives any and all other rights pursuant to this subsection only in strict accordance with applicable law to inspect such books and records and/or to contest the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently endedamount of Operating Expenses payable by Tenant. In the event Tenant does not agree as to the determination made by Landlord's accountant, Tenant may notify Landlord that Tenant desires to have such disagreement determined by an arbiter, and within fifteen (15) days thereafter Landlord and Tenant shall designate a certified public accountant (the ?Arbiter") whose determination made in accordance with this Section 4.2 shall be binding upon the arties. If Tenant fails to notify Landlord of Tenant's desire to have such disagreement determined by an Arbiter within 60 days after the foregoing 90-day period that determination of Landlord's Accountant, then the determination of Landlord's Accountant shall be conclusive and binding on Tenant. IT the Arbiter Shall substantially confirm the determination of Landlord's Accountant, then Tenant objects shall pay the cost of the Arbiter. If the Arbiter shall substantially confirm the determination of Tenant, then Landlord shall pay the cost of the Arbiter. In all other events, the cost of the Arbiter shall be borne equally by Landlord and Tenant, The Arbiter shall be a member of a national independent certified public accounting firm, which has not been previously employed by Landlord or Tenant and with not less than ten (10) years experience in commercial leasing. If Landlord and Tenant shall be unable to agree upon the designation of the Arbiter within fifteen (15) days after receipt of written notice from Tenant requesting agreement as to the Statementdesignation of the Arbiter, which notice shall contain the names and addresses of two or more certified public accountants meeting the requirements set forth above who are acceptable to Tenant, then Tenant’s either party shall have the right to audit such year’s Statement request, the American Arbitration Association, Jams/endispute (or any organization which is the successor thereto) (the qA.A.A") to designate as the Arbiter a member of a national certified public accounting firm whose written determination shall be null conclusive and voidbinding upon the parties, and the cost of such certified public accountant shall be borne as provided above in the case of the Arbiter designated by Landlord and Tenant. The Arbiter's written determination shall be made within thirty (30) days of the Ai, -biter's appointment and shall only apply to the additional rent in dispute. In rendering such written determination such Arbiter shall not add to, subtract from or otherwise modify the provisions of this Lease. If Tenant shall prevail in such contest, Landlord shall make an appropriate refund to Tenant Within thirty (30) days of the written determination of the Arbiter.

Audit Right. In At least by April 15th after the event end of each calendar year during the term, Landlord will deliver to Tenant a reconciliation of the actual Operating Costs incurred for that within ninety calendar year (90if Tenant does not receive such a reconciliation by that date then it will notify Landlord in writing, and Landlord will deliver such a reconciliation with twenty (20) days after Tenant’s receipt of thereafter). Tenant will have the Statement right at its sole cost to audit, with an independent certified public accountant, once during each twelve (12)-month period during the term, the Operating Costs charged to Tenant for the prior calendar year, provided that Tenant reasonably believes delivers written notice to Landlord within six (6) months after receipt of the annual statement of Operating Costs for that certain calendar year, and has paid the amount of that statement and is not in default. The auditors must be compensated on an hourly basis for time spent and not pursuant to a “contingent fee” arrangement of any type. This audit will take place at the Project during Landlord’s normal business hours on at least fourteen (14) days’ prior written notice, in a manner that will not unreasonably disrupt Landlord’s business operations, and for a period not to exceed fourteen (14) business days. Landlord will not be required to provide analyses or comparisons for Tenant, but will on request cooperate with the auditors by providing, to the extent in Landlord’s possession, line item breakdowns of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised Costs disputed by Tenant in its notice to Landlord and the Audit Noticeinvoices therefor, and permitting Tenant’s auditors to copy such items at their sole cost. IfTenant agrees to keep strictly confidential the results of its audits and any information obtained in connection therewith, as well as any claims, negotiations, proceedings or settlements with Landlord, and will cause its auditors and other Affiliates to comply with these confidentiality requirements. As a condition to conducting an audit or any other review, Landlord may require Tenant and its auditors and other Affiliates to sign and deliver confidentiality agreements for this purpose. If an error has been made in the billing of Operating Costs, whether in favor of Landlord or Tenant, the sole right and remedy of the parties will be to adjust the amount of the discrepancy in cash within thirty (30) 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for if Landlord owes amounts to Tenant Landlord may, at its option, credit those amounts against the purpose of inspecting and auditing Landlord’s books and records for the Building relating rent next due from Tenant, to the objections raised extent that rent is due). Notwithstanding anything to the contrary, in Tenant’s Audit Notice. Prior addition to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby reimbursement described in the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, howeverpreceding sentence, in the event it is ultimately determined that Tenant’s audit reveals that Operating Costs charged by Landlord has overstated to Tenant for the calendar year exceeded the actual Operating Expenses Costs that should have been charged to Tenant for that calendar year by more than five ten percent (510%)) or more, then and if in fact Tenant’s audit is accurate, Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost the costs of the audit (but in no event audit, not to exceed the lesser of the amount of the overcharge Four Thousand Dollars ($4,000). If Tenant chooses not to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any request such an audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 six (6)-month period that described above, the annual statement and the amounts required to be paid thereunder will be considered final and binding on Tenant objects to the Statementin all respects, then Tenant’s right to audit such year’s Statement shall be null and voidexcept for intentional fraud by Landlord.

Audit Right. In the event that of any dispute as to the amount of Tenant's Percentage of Operating Expenses, Tenant or an accounting firm selected by Tenant and reasonably satisfactory to Landlord (billing hourly and not on a contingency fee basis) will have the right, by prior written notice ("Audit Notice") given within eighteen (18) months ("Audit Period") following receipt of an Actual Statement and at reasonable times during normal business hours, to audit Landlord's accounting records with respect to Operating Expenses relative to the year to which such Actual Statement relates at the offices of Landlord's property manager. In no event will Landlord or its property manager be required to (i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than making available such accounting records as aforesaid. Tenant must pay its Percentage of Operating Expenses when due pursuant to the terms of this Lease and may not withhold payment of Operating Expenses or any other rent pending results of the audit or during a dispute regarding Operating Expenses. The audit must be completed within sixty (60) days of the date of Tenant's Audit Notice and the results of such audit shall be delivered to Landlord within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, date of Tenant's Audit Notice. If Tenant reasonably believes that certain does not comply with any of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” aforementioned time frames, then such Actual Statement will be conclusively binding on Tenant. If such audit or review correctly reveals that Landlord has erred in calculating same, overcharged Tenant shall have and Landlord agrees with the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise results of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticeaudit, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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, then within thirty (30) days after the results of such audit are made available to Landlord’s receipt of the Audit Notice, Landlord and agrees to reimburse Tenant are unable to resolve Tenant’s objectionsthe amount of such overcharge. If the audit reveals that Tenant was undercharged, then not later than fifteen within thirty (1530) days after the expiration results of the audit are made available to Tenant, Tenant agrees to reimburse Landlord the amount of such 30-day period, undercharge. Tenant may conduct agrees to pay the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose cost of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, provided that if the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a reveals that Landlord's determination of whether or not Landlord calculated the Tenant's Percentage of Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, as set forth in the event it is ultimately determined that Landlord has overstated Operating Expenses relevant Actual Statement was in error in Landlord's favor by more than five percent (5%)) of the amount charged by Landlord to Tenant pursuant to such Actual Statement, then Landlord shall reimburse Tenant for Tenant’s agrees to pay the reasonable, outthird-of-pocket party cost of such audit incurred by Tenant. To the audit (but extent Landlord must pay the cost of such audit, such cost shall not exceed a reasonable hourly charge for a reasonable amount of hours spent by such third-party in connection with the audit, and in no event to will exceed the lesser of the amount of the overcharge error. Tenant agrees to keep the results of the audit confidential and will cause its agents, employees and contractors to keep such results confidential. To that end, Landlord may require Tenant or $2,000.00) plus the amount determined and its auditor to have been overpaid execute a confidentiality agreement provided by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and void.

Audit Right. In the event that within ninety Within one hundred twenty (90120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s receipt employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameforegoing, Tenant shall only have the right to audit review Landlord’s books and records in accordance with this subsectionone (1) time during any twelve (12) month period. Tenant shall exercise If after such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticeinspection, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s receipt of the Audit Noticestandard accounting practices, at Tenant’s expense, by an independent certified public accountant selected by Landlord and Tenant are unable to resolve who is a member of a nationally or regionally recognized accounting firm. Tenant’s objections, then not later than fifteen failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (1530) days after the expiration Review Period shall be deemed to constitute Tenant’s approval of such 30-day periodStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant may conduct timely delivers the auditReview Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. Such audit shall be performed However, if such certification by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for accountant proves that the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, Direct Costs set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five ten percent (510%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the cost of the audit (but in no event accountant and the cost of such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to exceed each other, as are determined to be owing pursuant to such certification. Tenant agrees that this section shall be the lesser of sole method to be used by Tenant to dispute the amount of the overcharge to any Direct Costs payable by Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Lease, and Tenant hereby waives any other rights at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only law or 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidequity relating thereto.

Audit Right. In Within one hundred eighty (180) days after receipt of a Statement by ▇▇▇▇▇▇ (“Review Period”), if Tenant disputes the event amount set forth in the Statement, Tenant’s employees or an independent certified public accountant (which accountant is not retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord’s records at Landlord’s offices or at another mutually agreeable location, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. If after such inspection, but within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar yearReview Period, Tenant reasonably believes notifies Landlord in writing (“Dispute Notice”) that certain of Tenant still disputes such amounts, a certification as to the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant proper amount shall have the right to audit Landlord’s books and records be made in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Landlord’s standard accounting practices, at Tenant’s exercise expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm and not retained on a contingency fee basis. Tenant’s failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within ninety (90) days after the Review Period shall be deemed to constitute Tenant’s approval of such audit Statement and Tenant, thereafter, waives the right within or ability to dispute the amounts set forth in such 90-day period Statement. If Tenant timely delivers the Review Notice and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Dispute Notice, Landlord shall instruct its property manager for cooperate in good faith with Tenant and the Building accountant to meet with a designated employee of show Tenant (and the “Tenant Representative”) accountant the information upon which the certification is to discuss be based. Notwithstanding the objections foregoing, if such certification by the accountant proves that the Direct Costs set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office 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 thirty (30) 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five seven percent (57%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the cost of the audit (but in no event accountant and the cost of such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to exceed each other, as are determined to be owing pursuant to such certification. Tenant agrees that this section shall be the lesser of sole method to be used by ▇▇▇▇▇▇ to dispute the amount of the overcharge to any Direct Costs payable by Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Lease, and Tenant hereby waives any other rights at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only law or 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidequity relating thereto.

Audit Right. In Within one (1) year after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the event that within ninety (90) days after amount set forth in the Statement, Tenant’s receipt employees or an independent certified public accountant (which accountant is not retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameforegoing, Tenant shall only have the right to audit review Landlord’s books and records in accordance with this subsectionone (1) time during any twelve (12) month period. Tenant shall exercise If after such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticeinspection, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s receipt of the Audit Noticestandard accounting practices, at Tenant’s expense, by an independent certified public accountant selected by Landlord and Tenant are unable to resolve who is a member of a nationally or regionally recognized accounting firm. Tenant’s objections, then not later than fifteen failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (1530) days after the expiration Review Period shall be deemed to constitute Tenant’s approval of such 30-day periodStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant may conduct timely delivers the auditReview Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. Such audit shall be performed However, if such certification by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for accountant proves that the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, Direct Costs set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the cost of the audit (but in no event accountant and the cost of such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to exceed each other, as are determined to be owing pursuant to such certification. Tenant agrees that this section shall be the lesser of sole method to be used by Tenant to dispute the amount of the overcharge to any Direct Costs payable by Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Lease, and Tenant hereby waives any other rights at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only law or 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidequity relating thereto.

Audit Right. In Provided no Event of Default has occurred nor any event which, with the event passage of time and/or the giving of notice would constitute an Event of Default (it being understood and agreed that if Tenant shall cure any default within ninety applicable notice and/or cure periods, then Tenant shall thereafter be entitled to conduct such inspection or audit)), Tenant may, upon at least sixty (9060) days’ prior written notice, inspect or audit Landlord’s records relating to Building Operating Costs and/or Property Operating Costs for any periods of time within the previous fiscal year before the audit or inspection. However, no audit or inspection shall extend to periods of time before the Operating Costs Base Year. If Tenant fails to object to the calculation of Tenant’s Share of the Operating Costs Excess on the Year-End Statement within one hundred twenty (120) days after Tenant’s such statement has been delivered to Tenant and/or fails to complete any such audit or inspection within one hundred eighty (180) days after receipt of the Statement for Year End Statement, then Tenant shall be deemed to have waived its right to object to the prior calendar year, Tenant reasonably believes that certain calculation of Tenant’s Share of the Operating Expenses charged by Landlord include costs that are not properly included within Costs Excess for the term “Operating Expenses” year in question and the calculation thereof as set forth on such statement shall be final. Tenant’s audit or that Landlord has erred in calculating same, Tenant inspection shall have the right to audit be conducted only at Landlord’s books and records in accordance with this subsectionoffices or the offices of Landlord’s property manager during business hours reasonably designated by Landlord. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise pay the cost of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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 thirty (30) 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenantinspection; provided, however, in the event it is ultimately determined that Landlord if such audit discloses that Tenant has overstated Operating Expenses been overcharged by more than five percent (5%), then Landlord shall reimburse Tenant for up to $5,000 of Tenant’s reasonable, reasonable out-of-of pocket cost costs incurred in connection with such audit. Tenant may not conduct an inspection or have an audit performed more than once during any fiscal year. If such inspection or audit reveals that an error was made in the calculation of Tenant’s Share of the audit Operating Costs Excess previously charged to Tenant, then, provided no Event of Default has occurred nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, it being understood and agreed that if Tenant shall cure any default within applicable notice and/or cure periods, then Tenant shall thereafter be entitled to exercise its such credit or refund, as applicable), Tenant may credit the difference against the next installment of additional rent on account of Operating Costs due hereunder, except that if such difference is determined after the end of the Term, Landlord shall refund such difference to Tenant within thirty (30) days after such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord. If such inspection or audit right pursuant reveals an underpayment by Tenant, then Tenant shall pay to this subsection only in strict accordance with Landlord, as additional rent hereunder, any underpayment of any such costs, as the foregoing procedures no more often than once per calendar year and each case may be, within thirty (30) days after receipt of an invoice therefor. Tenant shall maintain the results of any such audit or inspection confidential and shall relate only not be permitted to use any third party to perform such audit or inspection, other than an independent firm of certified public accountants (A) reasonably acceptable to Landlord, (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the calendar year most recently endedresults of such audit or inspection, and (C) which executes Landlord’s standard confidentiality agreement whereby it shall agree to maintain the results of such audit or inspection confidential. In The provisions of this Section 5.2(1) shall survive the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidexpiration or earlier termination of this Lease.

Audit Right. In Within twelve (12) months after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the event that within ninety (90) days after amount set forth in the Statement, Tenant’s receipt employees, an independent certified public accountant, an independent certified public accounting firm or a qualified, reputable firm that, as one of its specialties, audits or reviews operating cost and tax pass-through amounts on behalf of tenants (provided that no such people or firms may be retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect and copy Landlord’s records at Landlord’s offices at the Statement for Project, provided that no Event of Default is then-continuing and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameforegoing, Tenant shall only have the right to audit review Landlord’s books and records in accordance with this subsectionone (1) time for any Statement; provided, however, that such one (1) time review may extend over multiple days as reasonably necessary for Tenant to complete such review. Tenant shall exercise If after such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticeinspection, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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, but within thirty (30) days after Landlordthe Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with the requirement of this Lease, at Tenant’s receipt of the Audit Noticeexpense (except as provided below), by an independent certified public accountant jointly selected by Landlord and Tenant are unable to resolve and who is a member of a nationally or regionally recognized accounting firm. Tenant’s objections, then not later than fifteen failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (1530) days after the expiration Review Period shall be deemed to constitute Tenant’s approval of such 30-day periodStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant may conduct timely delivers the auditReview Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. Such audit shall be performed However, if such certification by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated accountant proves that the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, Costs set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the cost of the audit (but accountant and the cost of such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Tenant agrees that, except in no event the case of fraud by Landlord, this section shall be the sole method to exceed the lesser of be used by Tenant to dispute the amount of the overcharge to any Direct Costs payable by Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Lease, and Tenant hereby waives any other rights at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only law or 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidequity relating thereto.

Audit Right. In the event that within ninety (90) days after of any dispute as to the amount of Tenant’s Share of Maintenance Expenses, Real Property Taxes and/or the cost of any insurance maintained by Landlord hereunder (collectively, “Expenses”), Tenant or an accounting firm selected by ▇▇▇▇▇▇ and reasonably satisfactory to Landlord (billing hourly and not on a contingency fee basis) will have the right, by prior written notice (“Audit Notice”) given within one (1) year (“Audit Period”) following receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain final statement of the Operating such Expenses charged incurred by Landlord include costs that are not properly included within during the term immediately previous calendar year (an “Operating Expenses” or that Landlord has erred in calculating sameActual Statement”) and at reasonable times during normal business hours, Tenant shall have the right to audit Landlord’s books and accounting records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections respect to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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 thirty (30) 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating relative to the objections raised in Tenant’s Audit Notice. Prior year to commencing which such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Actual Statement relates at the offices of Landlord’s property manager. Notwithstanding anything contained herein In no event will Landlord or its property manager be required to (i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than making available such accounting records as aforesaid. Neither Tenant nor its auditor may leave the offices of Landlord’s property manager with copies of any materials supplied by Landlord. Tenant must pay ▇▇▇▇▇▇’s Share of Expenses when due pursuant to the contraryterms of this Lease and may not withhold payment of such Expenses or any other rent pending results of the audit or during a dispute regarding Expenses. The audit must be completed within six (6) months of the date of Tenant’s Audit Notice subject to extension for delays caused by Landlord. If Tenant does not comply with any of the aforementioned time frames, then such Actual Statement will be conclusively binding on Tenant. If such audit or review correctly reveals that ▇▇▇▇▇▇▇▇ has overcharged Tenant shall be entitled and ▇▇▇▇▇▇▇▇ agrees with the results of such audit, then within thirty (30) days after the results of such audit are made available to exercise its Landlord, Landlord agrees to reimburse Tenant the amount of such overcharge. If the audit right reveals that ▇▇▇▇▇▇ was undercharged, then within thirty (30) days after the results of the audit are made available to Tenant, ▇▇▇▇▇▇ agrees to reimburse Landlord the amount of such undercharge. ▇▇▇▇▇▇ agrees to pay the cost of such audit, provided that if the audit reveals that ▇▇▇▇▇▇▇▇’s determination of the Building’s total Expenses as set forth in the relevant Actual Statement was in error in Landlord’s favor by more than seven percent (7%) of the total amount of such Expenses pursuant to this subsection 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 Actual Statement, then Landlord agrees to pay the reasonable, third-party cost of such audit *** Information has been omitted pursuant to a request for confidential treatment which has been filed separately with the Securities and Exchange Commission. incurred by Tenant’s right . To the extent Landlord must pay the cost of such audit, such cost shall not exceed a reasonable hourly charge for a reasonable amount of hours spent by such third-party in connection with the audit, and in no event will exceed the lesser of the amount of the error or $1,500.00. Tenant agrees to keep the results of the audit confidential and will cause its agents, employees and contractors to keep such year’s Statement shall be null results confidential. To that end, Landlord may require Tenant and voidits auditor to execute a confidentiality agreement provided by Landlord.

Audit Right. In the event that within ninety Within one hundred twenty (90120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s receipt employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not compensated on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records (pertaining to Landlord’s calculation of Direct Expenses) at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such employees or accountant shall execute Landlord’s standard confidentiality agreement agreeing to keep all information contained in Landlord’s records, as well as the results of the Statement for certification described below, in strict confidence. Notwithstanding the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameforegoing, Tenant shall only have the right to audit review Landlord’s books and records in accordance with this subsectionone (1) time during any twelve (12) month period. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections failure to dispute the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections amounts set forth in any Statement within the Audit NoticeReview 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. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office 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. IfIf after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, Landlord and Tenant shall attempt in good faith to resolve such dispute. If Landlord and Tenant cannot resolve such dispute within thirty (30) days of Landlord’s receipt of Tenant’s dispute notice, then a certification as to the Audit Noticeproper amount shall be made, at Tenant’s expense, by an independent certified public accountant selected by Landlord and Tenant are unable to resolve Tenant’s objectionswho is a member of a nationally or regionally recognized accounting firm. However, then not later than fifteen (15) days after if such certification by the expiration accountant proves that the total amount of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Direct Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the reasonable cost of the audit (but in no event accountant and such certification shall be paid for by Landlord. Promptly following the resolution of the dispute or receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to exceed each other, as are determined to be owing pursuant to such certification. Landlord shall not be liable for the lesser payment of any contingency fee payments to any accountant, auditor or consultant of Tenant. The provisions of this Section shall be the sole method to be used by Tenant to dispute the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidDirect Expenses.

Audit Right. In the event that within ninety (90If Tenant shall send an objection notice pursuant to Subsection D(iii) days after Tenantof this Article 3 with respect to a Landlord’s receipt of the Statement for the prior calendar yearStatement, Tenant reasonably believes may, at its own expense, select an independent certified public accountant or an internal auditor directly employed by Tenant, that certain is not being compensated by Tenant, in whole or in part, on a contingency basis (an “Approved Examiner”), and provided that such Approved Examiner is not and has not during the Term been affiliated with, a shareholder in, an officer, director, partner, or employee of, Landlord or any managing agent of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameany affiliate of Landlord, Tenant shall have the right to audit and such Approved Examiner may examine Landlord’s books and records in accordance with this subsectionrelating solely to disputed aspects of the disputed items to determine the accuracy of Landlord’s Statement. Tenant shall exercise such audit right by providing Landlord with a written notice recognizes the confidential nature of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office and agrees that information obtained by it or an Approved Examiner during any examination (including any compromise, settlement or adjustment relating to Operating Expenses for the calendar year results of such examination) shall be maintained in question strict confidence by Tenant and such Approved Examiner. As a condition precedent to Tenant’s exercise of its right to examine Landlord’s books and records, Tenant shall deliver to Landlord a confidentiality agreement, reasonably satisfactory to Landlord, from the Approved Examiner to the same effect as Tenant’s agreement contained in order to attempt to resolve the preceding sentence. If, after such examination, such Approved Examiner shall dispute such Landlord’s Statement, either party may refer the decision of the issues raised to a reputable independent, third party firm of certified public accountants, that does not work (and who has not for the prior five (5) years, worked) for Landlord or Tenant, or an affiliate of either, to be approved by the other party, which approval shall not be unreasonably withheld or delayed (an “Impartial Accountant”). If Landlord and Tenant cannot, using good faith efforts, agree on an Impartial Accountant, either party may refer the selection of the Impartial Accountant to the American Arbitration Association (the “AAA”), in which case, the Audit Noticedecision of the AAA shall be binding on both parties. IfThe decision of the Impartial Accountant shall be conclusively binding upon the parties. The fees and expenses involved in resolving such dispute shall be borne by the unsuccessful party (and if both parties are partially unsuccessful, the accountants shall apportion the fees and expenses between the parties based upon the degree of success of each party). Notwithstanding the giving of such notice by Tenant, and pending the resolution of any such dispute, Tenant shall pay to Landlord when due the amount shown on any such Landlord’s Statement, as provided in this Article. If the final results of the audit show an overcharge to Tenant of more than ten (10%) percent of the amount of Operating Costs actually owed by Tenant, then Landlord shall pay Tenant’s reasonable out-of-pocket costs for such audit, not to exceed $10,000.00, and Landlord shall credit or refund to Tenant any overpayment of such items as discovered by the audit within thirty (30) 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 completion of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 such audit discloses an undercharge of such items as billed to Tenant, Tenant fails to notify shall pay Landlord the amount of any underpayment based on such undercharge within thirty (30) days of completion of the foregoing 90-day period that Tenant objects to the Statementaudit, then Tenant’s right to audit such year’s Statement shall be null and voidas Additional Rent.

Audit Right. In the event that of any dispute as to the amount of Tenant's Share of Operating Expenses, Tenant or an accounting firm selected by Tenant and reasonably satisfactory to Landlord will have the right, by prior written notice ("Audit Notice") given within ninety (90) days after Tenant’s ("Audit Period") following receipt of an actual statement of Operating Expenses ("Actual Statement") and at reasonable times during normal business hours, to audit Landlord's accounting records with respect to Operating Expenses relative to the year to which such Actual Statement for relates at the prior calendar yearoffice of Landlord at which records are kept or, at Landlord's election, the office of Landlord's property manager (if any). In no event will Landlord or its property manager be required to (i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than making available such accounting records as aforesaid. Neither Tenant reasonably believes that certain nor its auditor may leave the office of Landlord with originals of any materials supplied by Landlord. Tenant must pay Tenant's Share of Operating Expenses when due pursuant to the terms of this Lease and may not withhold payment of Operating Expenses or any other rent pending results of the Operating Expenses charged by Landlord include costs that are not properly included within the term “audit or during a dispute regarding Operating Expenses” . The audit must be completed within sixty (60) days of the date of Tenant's Audit Notice and the results of such audit shall be delivered to Landlord within seventy-five (75)days of the date of Tenant's Audit Notice. If Tenant does not comply with any of the aforementioned time frames, then such Actual Statement will be conclusively binding on Tenant. If such audit or review correctly reveals that Landlord has erred in calculating sameovercharged Tenant, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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, then within thirty (30) days after the results of such audit are made available to Landlord’s receipt , the amount of such overcharge shall be deducted from the Audit Notice, Landlord and installments of Tenant's Share of Operating Expenses next becoming due. If the audit reveals that Tenant are unable to resolve Tenant’s objectionswas undercharged, then not later than fifteen within thirty (1530) days after the expiration results of the audit are made available to Tenant, Tenant agrees to reimburse Landlord the amount of such 30-day period, undercharge. Tenant may conduct agrees to pay the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose cost of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, provided that if the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a reveals that Landlord's determination of whether or not Landlord calculated the Tenant's Share of Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, as set forth in the event it is ultimately determined that Landlord has overstated Operating Expenses relevant Actual Statement was in error in Landlord's favor by more than five percent (5%)) of the amount charged by Landlord to Tenant pursuant to such Actual Statement, then Landlord shall reimburse Tenant for Tenant’s agrees to pay the reasonable, outthird-ofparty cost of such audit incurred by Tenant. To the extent Landlord must pay the cost of such audit, such cost shall not exceed a reasonable hourly charge for a reasonable amount of hours spent by such third-pocket cost party in connection with the audit. Tenant agrees to keep the results of the audit (but in no event confidential and will cause its agents, employees and contractors to exceed the lesser of the amount of the overcharge keep such results confidential. To that end, Landlord may require Tenant and its auditor to Tenant or $2,000.00) plus the amount determined to have been overpaid execute a confidentiality agreement provided by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and void.

Audit Right. In the event that within ninety (90) days after Tenant’s receipt Provided there is no Event of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameDefault, Tenant shall have the right to audit cause Landlord’s books and records in accordance determination of Tenant’s Pro Rata Share of Total Operating Costs to be audited by an auditor reasonably acceptable to Landlord, one time with this subsection. Tenant shall exercise such audit right by providing Landlord with a written respect to any Fiscal Year, provided notice of Tenant’s exercise of such desire to so audit right within such 90is given to Landlord no later than forty-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord five (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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 thirty (3045) days after Landlord’s receipt of the Audit Notice, Tenant receives an annual statement from Landlord and provided that such review is thereafter commenced and prosecuted by Tenant are unable to resolve Tenant’s objections, then not later than fifteen with due diligence. Any Operating Costs statement or accounting by Landlord shall be binding and conclusive upon Tenant unless (15i) days after the expiration of Tenant duly requests such 30review within such 45-day period, and (ii) within 3 months after such review request, Tenant may conduct shall notify Landlord in writing that Tenant disputes the auditcorrectness of such statement, specifying the particular respects in which the statement is claimed to be incorrect. Such audit The auditor conducting the review shall be performed by an independent, reputable certified public accounting firm charging for its services compensated on an hourly rate (basis and shall not be compensated based upon percentage of overcharges it discovers. No subtenant shall have any right to conduct a contingent fee) basis (“Acceptable Accountants”) review, and no assignee shall conduct a review for any period during which such assignee was not in possession of the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit NoticePremises. Prior to commencing Tenant agrees that all information obtained from any such auditOperating Costs review, including without limitation, the Acceptable Accountants results of any Operating Costs review shall be kept strictly confidential by Tenant and Tenant must enter into shall not be disclosed to any other person or entity. If as a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings result of such audit confidential. Such audit shall be limited to a it is mutually agreed, or if it is ultimately determined, that Landlord’s determination of whether the foregoing is (i) overstated, or not (ii) understated, then in the case of (i) Landlord calculated shall credit the Operating Expenses difference against monthly installments of Rent next thereafter coming due (or refund he difference if the Term has ended and Tenant has no further obligation to Landlord), or in accordance with the terms and conditions case of this Lease(ii) Tenant shall pay to Landlord the amount of such excess. All costs and expenses The cost of any such audit shall be paid by Tenant; provided, however, in Tenant unless the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost final result of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to indicate an overstatement of more than 10%, in which case 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 Statement, then Tenant’s right to cost of such audit such year’s Statement shall be null and voidpaid for by Landlord up to a maximum amount of $3,000.

Audit Right. In the event that within ninety Within one hundred twenty (90120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s receipt employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameforegoing, Tenant shall only have the right to audit review Landlord’s books and records in accordance with this subsectionone (1) time during any twelve (12) month period. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections failure to dispute the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections amounts set forth in any Statement within the Audit NoticeReview 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. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office 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. IfIf after such inspection, but within thirty (30) 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 30-day periodReview Period, Tenant may conduct notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the audit. Such audit proper amount shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses made in accordance with Landlord’s standard accounting practices, at Tenant’s expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the terms accountant to show Tenant and conditions of this Leasethe accountant the information upon which the certification is to be based. All costs and expenses of any However, if such audit shall be paid certification by Tenant; provided, however, the accountant proves that the Direct Costs set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five ten percent (510%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the cost of the audit (but in no event accountant and the cost of such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount each other, as are determined to have been overpaid by Tenant. Any audit performed be owing pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidcertification.

Audit Right. In the event that within ninety Tenant shall have one hundred eighty (90180) days after Tenant’s receipt of the Statement for the prior calendar year, Landlord’s annual statement (including any revised annual statement) to notify Landlord in writing that Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right desires to audit review Landlord’s books and records used in accordance with this subsection. Tenant shall exercise the preparation of such audit right by providing Landlord statement in connection with a written notice of Tenant’s exercise Tenant dispute of such audit right within such 90-day period and a annual statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of If Tenant timely delivers an Audit NoticeNotice to Landlord, Tenant’s auditor (“Tenant’s Auditor”) shall have the right, upon reasonable prior notice, during normal business hours, to examine all relevant records of Landlord shall instruct its property manager for concerning the year that is covered by such annual statement at the Building to meet with a management office or other location designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Noticeby Landlord. Landlord Tenant’s Auditor shall provide the Tenant Representative with reasonable access be subject to Landlord’s books and prior written approval, which shall not be unreasonably, withheld or delayed. Without limiting the generality of the preceding sentence, Tenant’s Auditor shall be one of national standing, must have at least five (5) years of experience reviewing financial operating records at the property manager’s of comparable office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant buildings in the Audit NoticeSan Francisco downtown financial district and/or the South of Market area of San Francisco and must not be retained on a contingency fee basis. If, The inspection of Landlord’s records must be completed within thirty (30) business days after Tenant’s Auditor commences its inspection and within sixty (60) days after Landlord’s receipt of the Audit Notice, Notice (provided that Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for makes its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating available to the objections raised in Tenant’s Auditor commencing within ten ( 10) business days after Landlord’s receipt of the Audit Notice). Prior Tenant agrees to commencing such auditkeep, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited cause Tenant’s Auditor to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid keep, all information obtained by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and void.

Audit Right. In (a) [**] during each Calendar Year, Idenix may retain an independent certified public accountant reasonably acceptable to GSK (the event that within ninety (90“Auditor”) days after Tenant’s receipt to audit the records described in Sections 5.4, and 5.8, upon reasonable notice to GSK, during regular business hours and under a reasonable obligation of confidentiality to GSK. Idenix shall bear the costs of such audit, except as provided below. The Auditor will execute a reasonable written confidentiality agreement with GSK and will disclose to Idenix only such information as is reasonably necessary to provide Idenix with information regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The Auditor will send a copy of the Statement for report to GSK at the prior calendar yearsame time it is sent to Idenix, Tenant reasonably believes but the report shall be considered GSK’s Confidential Information. The report sent to both Parties will include the methodology and calculations used to determine the results. If the audit demonstrates that certain of the Operating Expenses charged by Landlord include costs that are not properly included within payments owed under this Agreement have been understated, GSK shall pay the term “Operating Expenses” or that Landlord has erred in calculating samebalance to Idenix, Tenant shall have the right to audit Landlord’s books and records together with interest in accordance with this subsectionSection 5.7. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to Further, if the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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 thirty (30) days after Landlord’s receipt amount 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it understatement is ultimately determined that Landlord has overstated Operating Expenses by more greater than five percent (5%)) of the amount owed to Idenix with respect to the audited period, then Landlord GSK shall reimburse Tenant Idenix for Tenant’s reasonable, out-of-pocket the reasonable cost of the audit. All payments owed by GSK under this Section 5.9 shall be made within [**] after the results of the audit (but in no event are delivered to exceed the lesser of Parties. If such audit discloses an overpayment by GSK, then GSK will deduct the amount of such overpayment from amounts otherwise owed to Idenix under this Agreement. If, however, no additional payments are due from GSK to Idenix within the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to next [**] under the terms of this subsection Agreement, then, upon request by GSK, Idenix will refund such overpayment to GSK. Upon the expiration of [**] following the end of any Calendar Year, the calculation of royalties payable with respect to such calendar year will be binding and conclusive upon Idenix except with respect to any audit then underway, and except for fraud or misrepresentation, GSK and its Affiliates will be released from any liability or accountability with respect to royalties for such Calendar Year, except that GSK shall be conducted only remain liable for any then-unpaid amounts described in the reports provided by GSK pursuant to Section 5.4 or determined by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contraryAuditor, Tenant shall be entitled to exercise its audit right pursuant to this subsection only Section 5.9, to have been due with respect to such Calendar Year. (b) To the extent Idenix has rights to audit and inspect its contract manufacturers’ records and those portions of each facility used in strict accordance the manufacture, generation, storage, testing, treatment, holding, transportation, distribution or other handling or receiving of the active pharmaceutical ingredient, drug substance and drug product related to the Licensed Compound as of the Effective Date, Idenix shall cooperate with the foregoing procedures no more often than once per calendar year and each GSK to enable GSK to perform 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidor inspection.

Audit Right. In the event that within ninety Upon not less than seven (907) days after Tenant’s receipt business days' ------------ ----------- prior written notice to Landlord and during regular business hours of the Statement for the prior Landlord, but not more often than once during any calendar year, Tenant reasonably believes that certain and its authorized representatives (who, if not Tenant employees, must be employees of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant an independent certified public accounting firm) shall have the right to audit audit, at Tenant's sole cost and expense, Landlord’s 's books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office relating to any determination of Rent (including Operating Expenses for Expenses) within six (6) months after Tenant's receipt thereof. Any dispute between the calendar year in question in order parties hereto with respect to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) 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 30-day period, Tenant may conduct the audit. Such audit statement shall be performed resolved by an independentbinding arbitration conducted in Los Angeles County, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such auditCalifornia, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms then existing rules of the American Arbitration Association, with the arbitrator(s) to be an independent certified public accountant in good standing; judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, there shall not be deemed to be such a dispute unless Tenant notifies Landlord thereof within six (6) months after Tenant's receipt of such statement. Notwithstanding the foregoing, if, as a result of another tenant's audit, conducted by an independent certified public accounting firm, the disputed issue has already been resolved, Tenant shall accept the results of that audit. If there is a dispute and conditions it is resolved through arbitration or otherwise, upon resolution thereof, Landlord shall, at its option, promptly return to Tenant any amount agreed or determined to have been overpaid to Landlord or apply such amount to the payment(s) of this LeaseRent next coming due hereunder, and Tenant shall promptly pay to Landlord any amount agreed or determined to be due. All costs and expenses of any such audit incurred by the arbitrator(s) shall be paid by Tenant; providedthe party or parties as determined by the arbitrator(s). Notwithstanding any contrary provision herein, however, in the event it is ultimately determined that Landlord has overstated if total Operating Expenses are determined to have been overstated in such statement by more than five percent (5%), then Landlord shall promptly reimburse to Tenant for Tenant’s reasonable, out-of-pocket cost any reasonable audit fees paid by Tenant to its independent certified public accountant in connection with seeking the return of the audit (but overpayment in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contraryquestion; otherwise, Tenant shall be entitled promptly reimburse to exercise Landlord any reasonable audit fees paid by Landlord to its audit right pursuant to this subsection only independent certified public accountant in strict accordance connection 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 by Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidor its representatives.

Audit Right. In If Tenant disputes the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the amount set forth in ----------- Landlord's Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameExpense Statement, Tenant shall have the right right, at Tenant's sole expense, not later than sixty (60) days following receipt of Landlord's Operating Cost Statement, to audit cause Landlord’s 's books and records with respect to the calendar year which is the subject of such Statement to be audited by a certified public accountant mutually acceptable to Landlord and Tenant. Tenant may only dispute the amount of the Base Operating Costs once upon receipt of the first Landlord's Operating Expenses Statement within sixty (60) days following receipt of the same and in accordance with this subsectionthe same manner described herein for dispute of the Landlord's Operating Expense Statement. The audit shall take place at the offices of Landlord (or its property manager or representative) where its books and records are located at a mutually convenient time during Landlord's (or its property manager's or representative's) regular business hours. Tenant shall exercise have no right to conduct an audit or to give Landlord notice that it desires to conduct an audit at any time Tenant is in default under this Lease (after any applicable notice or grace period). The accountant conducting the audit shall be compensated on an hourly basis and shall not be compensated based upon a percentage of overcharges it discovers. No subtenant shall have any right to conduct an audit, and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises. Tenant's right to undertake an audit right by providing with respect to any calendar year shall expire sixty (60) days after Tenant's receipt of Landlord's Operating Expense Statement for such calendar year, and such Statement shall be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct, at the end of such sixty (60) day period, unless prior thereto Tenant shall have given Landlord with a written notice of Tenant’s exercise of such its intention to audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office relating to Operating Expenses for the calendar year in question in order which is the subject of the Statement. If Tenant gives Landlord notice of its intention to attempt to resolve the issues raised by Tenant in the Audit Notice. Ifaudit Operating Expenses, it must commence such audit within thirty sixty (3060) days after such notice is delivered to Landlord’s receipt of , and the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen audit must be completed within one hundred twenty (15120) days after such notice is delivered to Landlord. If Tenant does not commence and complete the expiration of audit within such 30-day periodperiods, the Landlord's Operating Expense Statement which Tenant may conduct the audit. Such elected to audit shall be performed by an independentdeemed final and binding upon Tenant and shall, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for as between the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Noticeparties, be conclusively deemed correct. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep agrees that the results and findings of such audit confidential. Such any Operating Expense audit shall be limited kept strictly confidential by Tenant and shall not be disclosed to any other person or entity, except Tenant's accountants, attorneys or other professionals, or as required by law or a determination court of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidcompetent jurisdiction.

Audit Right. In the event that within ninety Within one hundred twenty (90120) days after Tenant’s receipt of a Statement by Tenant ("Review Period"), if Tenant disputes the Statement for amount set forth in the prior calendar yearStatement, Tenant reasonably believes that certain Tenant's employees or an independent certified public accountant (which accountant is a member of the Operating Expenses charged a nationally or regionally recognized accounting firm and is not paid on a contingency basis), designated by Tenant, may, after reasonable notice to Landlord include costs that are not properly included within the term “and at reasonable times, inspect Landlord's records (pertaining to Landlord's calculation of Operating Expenses” , Insurance Expenses, Utility Expenses and Tax Expenses) at Landlord's offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or that Landlord has erred representative shall, and each of them shall cause their respective agents and employees to, maintain all information contained in calculating sameLandlord's records in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to audit review Landlord’s books and 's records in accordance with this subsectionone (1) time during any twelve (12) month period. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections 's failure to dispute the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections amounts set forth in any Statement within the Audit NoticeReview 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. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office 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. IfIf after such inspection, but within thirty (30) days after Landlord’s receipt of the Audit NoticeReview Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made, at Tenant's expense, by an independent certified public accountant selected by Landlord and reasonably approved by Tenant are unable and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to resolve Tenant’s objections, then not later than fifteen (15) days after provide Tenant and the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance accountant with the terms information upon which the certification is to be based. However, if such certification by the accountant proves that the total amount of Operating Expenses, Insurance Expenses, Utility Expenses and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, Tax Expenses set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonablethe actual, out-of-pocket documented cost of the accountant, as well as Tenant's reasonable out of pocket cost incurred for its audit (but in shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. In no event shall Landlord or its property manager be required to exceed (i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than making available such accounting records as are described in this paragraph. Landlord shall not be liable for the lesser payment of any contingency fee payments to any auditor or consultant of Tenant. The provisions of this Section shall be the sole method to be used by Tenant to dispute the amount of the overcharge to Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses payable by Tenant under this Lease, and Tenant waives any other rights or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidremedies relating thereto.

Audit Right. In the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “any dispute arises between Lessor and Lessee as to Common Area Operating Expenses” or that Landlord has erred in calculating same, Tenant Lessee shall have the right right, upon reasonable notice and at Lessor's offices, to inspect and photocopy, if desired, Lessor's records concerning the Common Area Operating Expenses of the Building. If, after such inspection, Lessee continues to dispute Common Area Operating Expenses, Lessee shall be entitled to retain an independent accountant or accountancy firm that has a specialty in auditing operating expenses to conduct an audit; provided that in no event shall Lessee conduct an audit Landlord’s books more than one time in any twelve (12) month period. If any specific issue with respect to Common Area Operating Expenses is raised by Lessee and records the same issue has been raised by any other lessee and a change with respect to such issue has been granted to such other lessee or if Lessee's audit reveals that Lessor has overcharged Lessee, after Lessor has been afforded an opportunity to explain any contrary position on the matter to Lessee's accounting firm (with any disputes being resolved in accordance with this subsection. Tenant good faith by the parties), then Lessee shall exercise such audit right by providing Landlord with receive a written notice of Tenant’s exercise credit against the next month's Rent in the amount of such overcharge. If the audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticereveals that Lessee was undercharged, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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. Ifthen, within thirty (30) 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such are made available to Lessee, Lessee shall reimburse Lessor for the amount of such undercharge, Lessee shall pay the cost of any audits requested by Lessee, unless any audit shall be limited to a reveals that Lessor's determination of whether or not Landlord calculated the Common Area Operating Expenses was in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses error by more than five percent (5%), then Landlord in which case Lessor shall reimburse Tenant for Tenant’s reasonable, out-of-pocket pay the cost of the audit (but in no event such audit. Lessor shall be required to exceed the lesser maintain records of the amount Common Area Operating Expenses for the three-year period following each Common Area Operating Expense statement. Except in the event of fraud by Lessor, failure on the overcharge part of Lessee to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant object to the terms of this subsection Common Area Operating Expense statement within one (1) year after its receipt thereof shall be conducted only by the Acceptable Accountants at the offices conclusively deemed Lessee's approval of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidCommon Area Operating Expense statement.

Audit Right. In Provided there is no Event of Default nor any event which, with the event that passage of time and/or the giving of notice would constitute an Event of Default, Tenant may, upon at least sixty (60) days’ prior written notice, inspect or audit Landlord’s records relating to Operating Costs for any periods of time within the previous fiscal year before the audit or inspection. However, no audit or inspection shall extend to periods of time before the Rent Commencement Date. If Tenant fails to object to the calculation of ▇▇▇▇▇▇’s Share of Operating Costs on the Year-End Statement within sixty (60) days after such statement has been delivered to Tenant and/or fails to complete any such audit or inspection within ninety (90) days after Tenant’s receipt of the Statement Year End Statement, then Tenant shall be deemed to have waived its right to object to the calculation of Tenant’s Share of Operating Costs for the prior calendar year, Tenant reasonably believes that certain of year in question and the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” calculation thereof as set forth on such statement shall be final. Tenant’s audit or that Landlord has erred in calculating same, Tenant inspection shall have the right to audit be conducted only at Landlord’s books and records in accordance with this subsectionoffices or the offices of Landlord’s property manager during business hours reasonably designated by Landlord. Tenant shall exercise pay the cost of such audit right by providing Landlord with a written notice or inspection. Tenant may not conduct an inspection or have an audit performed more than once during any fiscal year. If such inspection or audit reveals that an error was made in the calculation of Tenant’s exercise Share of Operating Costs previously charged to Tenant, then, provided there is no Event of Default nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default, Tenant may credit the difference against the next installment of additional rent on account of Operating Costs due hereunder, except that if such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to difference is determined after the Statement issued by Landlord (end of the “Audit Notice”). Upon the receipt by Landlord of an Audit NoticeTerm, Landlord shall instruct its property manager for refund such difference to Tenant within thirty (30) days after such determination to the Building to meet with a designated employee of extent that such difference exceeds any amounts then due from 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 at . If such inspection or audit reveals an underpayment by ▇▇▇▇▇▇, then Tenant shall pay to Landlord, as additional rent hereunder, any underpayment of any such costs, as the property manager’s office 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. Ifcase may be, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and an invoice therefor. Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep maintain the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit or inspection confidential and shall not be paid by Tenant; providedpermitted to use any third party to perform such audit or inspection, howeverother than an independent firm of certified public accountants or a commercial real estate audit firm with at least ten (10) years of experience (A) reasonably acceptable to Landlord, (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the event results of such audit or inspection, and (C) which executes Landlord’s standard confidentiality agreement whereby it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost agree to maintain the results of the such audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenantinspection confidential. Any audit performed pursuant to the terms The provisions of this subsection Section 5.2(g) shall be conducted only by survive the Acceptable Accountants at the offices expiration or earlier termination of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidLease.

Audit Right. In the event that Landlord’s annual statement shall be final and binding upon Tenant unless Tenant, within ninety thirty (9030) days after Tenant’s receipt thereof, shall contest any item therein by giving written notice to Landlord, specifying each item contested and the reasons therefor; provided that Tenant shall in all events pay the amount specified in Landlord’s annual statement, pending the results of the Statement for Independent Review (as defined below) and determination of the prior calendar yearAccountant(s), as applicable and as each such term is defined below. If, during such thirty (30) day period, Tenant reasonably believes that certain and in good faith questions or contests the correctness of Landlord’s statement of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Property Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of provide 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 to the extent relevant for the determination of Property Operating Expenses, and such information as Landlord reasonably determines to be responsive to Tenant’s written inquiries. In the event that, after Tenant’s review of such information, Landlord and Tenant cannot agree upon the amount of the Property Operating Expenses, then Tenant shall have the right to have an independent public accounting firm hired by Tenant on an hourly basis and not on a contingent-fee basis (at Tenant’s sole cost and expense) and approved by Landlord (which approval Landlord shall not unreasonably withhold or delay) (“Tenant’s Auditor”) audit and review such of Landlord’s books and records for the year in question as directly relate to the determination of Property Operating Expenses for such year (the “Independent Review”), but not books and records of entities other than Landlord. Landlord shall make such books and records available at the property managerlocation in the metropolitan San Diego area where Landlord maintains them in the ordinary course of its business or via an e-room to which Tenant and the Tenant’s office relating Auditor will be granted access. Landlord need not provide copies of any books or records. Tenant shall complete the Independent Review and notify Landlord in writing, reasonably promptly following its commencement, of Tenant’s specific objections to Landlord’s calculation of Property Operating Expenses (including Tenant’s Auditor’s written statement of the basis, nature and amount of each proposed adjustment) no later than thirty (30) days after Landlord has first given Tenant access to the relevant books and records for the Independent Review. Landlord shall review the results of any such Independent Review. The parties shall endeavor to agree promptly and reasonably upon Property Operating Expenses taking into account the results of such Independent Review. If, as of the date that is sixty (60) days after Tenant has submitted the Independent Review to Landlord, the parties have not agreed on the appropriate adjustments to Property Operating Expenses, then the parties shall engage a mutually agreeable independent third party accountant with at least ten (10) years’ experience in commercial real estate accounting in the San Diego, California area (the “Accountant”). If the parties cannot agree on the Accountant, each shall within ten (10) days after such impasse appoint an Accountant (different from the accountant and accounting firm that conducted the Independent Review) and, within ten (10) days after the appointment of both such Accountants, those two Accountants shall select a third (which cannot be the accountant and accounting firm that conducted the Independent Review). If either party fails to timely appoint an Accountant, then the Accountant the other party appoints shall be the sole Accountant. Within ten (10) days after appointment of the Accountant(s), Landlord and Tenant shall each simultaneously give the Accountants (with a copy to the other party) its determination of Property Operating Expenses, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Accountants shall by majority vote select either Landlord’s or Tenant’s determination of Property Operating Expenses. The Accountants may not select or designate any other determination of Property Operating Expenses. The determination of the Accountant(s) shall bind the parties. If the parties agree, or the Independent Review determines, or the Accountant(s) determine, that the Property Operating Expenses actually paid by Tenant for the calendar year in question in order exceeded Tenant’s obligations for such calendar year by more than two percent (2%), then Landlord shall, at Tenant’s option, either (a) credit the excess to attempt the next succeeding installments of estimated Additional Rent or (b) pay the excess to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt delivery of such results. If the Audit Notice, Landlord and Tenant are unable to resolve parties agree or the Accountant(s) determine that Tenant’s objections, then not later payments of Property Operating Expenses for such calendar year were less than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) Tenant’s obligation for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses calendar year by more than five two percent (52%), then Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of such results. In all cases, Tenant shall reimburse Tenant for Tenant’s reasonable, out-of-pocket pay the cost of the audit Independent Review (but including the Accountant costs), unless the determination of Property Operating Expenses selected by the Accountants is in no event to exceed excess of six percent (6%) less than the lesser amount specified in Landlord’s annual statement (in which case Landlord shall pay the reasonable costs of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidIndependent Review).

Audit Right. In the event of any dispute as to the amount of Tenant's Percentage of Operating Expenses, Tenant or an accounting firm selected by Tenant and reasonably satisfactory to Landlord will have the right, by prior written notice ("AUDIT NOTICE") given within three (3) years ("AUDIT PERIOD") following receipt of an Actual Statement and at reasonable times during normal business hours, to audit Landlord's accounting records with respect to Operating Expenses relative to the year to which such Actual Statement relates at the offices of Landlord's property manager. In no event will Landlord or its property manager be required to (i) photocopy any accounting records or other items or contracts (however, such items shall be made available for copying on-site or off-site at Tenant's option and expense, except that the cost thereof shall be at Landlord's expense to the extent the cost of the audit is to be borne by Landlord hereunder), (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than making available such accounting records as aforesaid. Tenant must pay its Percentage of Operating Expenses when due pursuant to the terms of this Lease and may not withhold payment of Operating Expenses or any other rent pending results of the audit or during a dispute regarding Operating Expenses. The on-site document review portion of the audit must be completed within forty-five (45) days of the date of Tenant's Audit Notice and the results of such audit shall be delivered to Landlord within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar yeardate of Tenant's Audit Notice. Provided Landlord reasonably cooperates with Tenant in its efforts under this Paragraph, if Tenant reasonably believes that certain does not comply with any of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” aforementioned time frames, then such Actual Statement will be conclusively binding on Tenant. If such audit or review correctly reveals that Landlord has erred in calculating same, overcharged Tenant shall have and Landlord agrees with the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise results of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticeaudit, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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, then within thirty (30) days after the results of such audit are made available to Landlord’s receipt of the Audit Notice, Landlord and agrees to reimburse Tenant are unable to resolve Tenant’s objectionsthe amount of such overcharge together with interest at the Interest Rate from the date payment should have been made. If the audit reveals that Tenant was undercharged, then not later than fifteen within thirty (1530) days after the expiration results of the audit are made available to Tenant, Tenant agrees to reimburse Landlord the amount of such 30-day period, undercharge. Tenant may conduct agrees to pay the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose cost of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, provided that if (i) the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a reveals that Landlord's determination of whether or not Landlord calculated the Tenant's Percentage of Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, as set forth in the event it is ultimately determined that Landlord has overstated Operating Expenses relevant Actual Statement was in error in Landlord's favor by more than five percent (5%)) of the amount charged by Landlord to Tenant pursuant to such Actual Statement, or (ii) Landlord fails to provide Tenant with an Actual Statement by December 31 of the year during which the Actual Statement is to be delivered pursuant to Paragraph 6(c) above, whether or not the audit reveals an overcharge to Tenant in Landlord's favor, then Landlord shall reimburse Tenant for Tenant’s agrees to pay the reasonable, outthird-ofparty cost of such audit incurred by Tenant. To the extent Landlord must pay the cost of such audit, such cost shall not exceed a reasonable hourly charge for a reasonable amount of hours spent by such third-pocket cost party in connection with the audit, and in no event will exceed the amount of Tenant's Percentage of the error. Tenant agrees to keep the results of the audit (but in no event confidential and will cause its agents, employees and contractors to exceed the lesser of the amount of the overcharge keep such results confidential. To that end, Landlord may require Tenant and its auditor to Tenant or $2,000.00) plus the amount determined to have been overpaid execute a confidentiality agreement provided by Tenant. Any audit performed pursuant Landlord, subject to the terms of this subsection customary and ordinary exceptions contained in such agreements. Landlord shall be conducted only respond promptly to Tenant's audit request and other reasonable requests by Tenant associated therewith and cooperate reasonably with Tenant by identifying and making available the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein pertinent records necessary to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidconduct a proper audit.

Audit Right. In Provided Tenant is not in default hereunder, within one hundred eighty (180) days (the “Audit Election Period”) after Landlord furnishes to Tenant the Annual Reconciliation Statement for any Calendar Year, Tenant may, at its expense and during Landlord’s normal business hours, elect to audit Landlord’s Operating Expenses and Taxes for such Calendar Year (and the Base Year), subject to the following conditions: (1) the audit shall be prepared by an independent certified public accounting firm of recognized national or regional standing; (2) in no event that shall any audit be performed by a firm retained on a “contingency fee” basis; (3) the audit shall commence within thirty (30) days after Landlord makes Landlord’s books and records available to Tenant’s auditor and shall conclude within ninety (90) days after Tenant’s receipt of commencement; (4) the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by audit shall be conducted where Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s maintains its books and records in accordance the San Francisco Bay Area and shall not unreasonably interfere with this subsectionthe conduct of Landlord’s business; and (5) Tenant and its accounting firm shall treat any audit in a confidential manner. Tenant shall exercise such audit right by providing Landlord with deliver a written notice of Tenant’s exercise copy of such audit right to Landlord within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord ten (the “Audit Notice”). Upon the 10) business days of receipt by Landlord of an Audit NoticeTenant. After verification, Landlord shall instruct its property manager for credit any overpayment determined by the Building to meet with a designated employee of Tenant (audit report against 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 next Rent due and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised owing by Tenant in the Audit Notice. Ifor, if no further Rent is due, refund such overpayment directly to Tenant within thirty (30) days after of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the audit report within thirty (30) days of determination. The foregoing obligations shall survive the expiration or earlier termination of the Lease. If Tenant does not give written notice of its election to audit during the Audit Election Period for a given Calendar Year, Landlord’s receipt Operating Expenses and Taxes for the applicable Calendar Year shall be deemed approved. If Landlord disputes the results of Tenant’s audit, Landlord may conduct an independent audit of some or all of Landlord’s Operating Expenses and Taxes for the applicable Calendar Year, the Base Year, or both. If after receiving the results of its audit, Landlord still disputes the results of Tenant’s audit, then Landlord and Tenant shall work in good faith to resolve such dispute within thirty (30) days following Landlord’s delivery of the Audit Noticeresults of Landlord’s audit to Tenant (the “Negotiation Period”). Should any dispute arising under this Section 4.4 not be resolved during the Negotiation Period, Landlord and Tenant are unable shall agree upon a mutually acceptable independent certified public accounting firm of recognized national or regional standing to resolve review the results of Landlord’s and Tenant’s objections, then audits to make a final determination hereunder. In the event Landlord and Tenant do not later than agree on a mutually acceptable independent accounting firm within fifteen (15) days after of the expiration of the Negotiation Period, an independent accounting firm shall be selected by the mutual agreement of the auditing firms that conducted the original audits of Tenant and Landlord hereunder. The third auditor selected shall, thereafter, review the previously conducted audits and conduct such further audit or agreed-upon procedures as may be necessary to determine Landlord’s Operating Expenses and Taxes for the applicable Calendar Year and the Base Year. The determination of the third auditor with respect thereto shall be binding upon Landlord and Tenant. The cost of such of such mutually agreed auditor shall be shared equally by Landlord and Tenant. After such final determination, Landlord shall credit any overpayment determined by the mutually agreed auditor’s report against the next Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within thirty (30-day period) days of determination. Likewise, Tenant may conduct shall pay Landlord any underpayment determined by the auditmutually agreed auditor’s report within thirty (30) days of determination. Such If the audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (proves that Landlord’s calculation of Operating Expenses and not a contingent fee) basis (“Acceptable Accountants”) Taxes for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has Calendar Year under inspection was overstated Operating Expenses by more than five percent (5%)) in the aggregate, then then, Landlord shall reimburse Tenant for pay Tenant’s reasonable, actual reasonable out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant and inspection fees applicable to the terms review of this subsection shall be conducted only by the Acceptable Accountants at the offices said Annual Reconciliation Statement within thirty (30) days after receipt of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidinvoice therefor.

Audit Right. In Notwithstanding any Sections of the Lease to the contrary, in the event that within ninety (90) days after Tenantof any dispute regarding the amount due as Lessee’s receipt Pro Rata Share of Operating Services and/or the Statement for the prior calendar yearamount due as Operating Services pursuant to Lease Section 19, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant Lessee shall have the right right, after reasonable notice and at reasonable times, to audit Landlordinspect and photocopy Lessor’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Noticeaccounting records. If, within thirty (30) days after Landlordsuch inspection and photocopying, Lessee continues to dispute the amount of its Pro Rata Share of Operating Services, Lessee shall be entitled to retain a national, independent, certified public accountant to audit and/or review Lessor’s receipt records to determine the proper amount of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objectionsits Pro Rata Share of Operating Services. If such audit or review reveals that Lessor has overcharged Lessee, then not later than fifteen within five (155) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidentialare made available to Lessor, Lessor shall reimburse Lessee or give Lessee a rent credit in the amount of such overcharge plus interest at the Interest Rate. Such If the audit reveals that Lessee was undercharged, then within five (5) days after the results of the audit are made available to Lessee, Lessee shall be limited reimburse Lessor the amount of such undercharge plus interest thereon at the Interest Rate. Lessee agrees to a pay the cost of such audit provided that, if the audit reveals that Lessor’s determination of whether or not Landlord calculated the Lessee’s Percentage Share of Operating Expenses Services as set forth in accordance with the terms any Actual Statement (such statement submitted pursuant to and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, defined in the event it is ultimately determined that Landlord has overstated Operating Expenses Lease Section 19) sent to Lessee was in error in Lessor’s favor by more than five three percent (53%), then Landlord Lessor shall reimburse Tenant for Tenant’s reasonable, out-of-pocket pay the cost of such audit. Lessor shall be required to maintain records of all Operating Services and other Rent Adjustments for the audit (but in no event to exceed the lesser entirety of the amount three-year period (“Review Period”) following Lessor’s delivery to Lessee of each Actual Statement setting forth Lessee’s Percentage Share of Operating Services. The payment by Lessee of any amounts pursuant to Lease Section 19 shall not preclude Lessee from questioning the correctness of any Actual Statement provided by Lessor at any time during the Review Period, but the failure of Lessee to object thereto prior to the expiration of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection Review Period shall be conducted only by conclusively deemed Lessee’s approval of the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Actual Statement, then Tenant’s right to audit such year’s Statement shall be null and void.

Audit Right. In Within sixty (60) days (the “Audit Election Period”) after Landlord furnishes to Tenant the Estimate Statement or Actual Statement for any calendar year (including the first year of the Term), Tenant may, at its expense (subject to the last sentence of this Section 4.9.2) during Landlord’s normal business hours, elect to audit Landlord’s Operating Expenses for such calendar year only, subject to the following conditions: (1) there is no uncured default by Tenant under this Lease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (3) in no event that shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the audit shall commence within ninety thirty (9030) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit makes Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of available to Tenant’s exercise of such auditor and shall conclude within sixty (60) days after commencement; (5) the audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by shall be conducted where Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct maintains its property manager for the Building to meet with a designated employee 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 and shall not unreasonably interfere with the conduct of Landlord’s business; and (6) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord’s confidentiality agreement for Landlord’s benefit prior to commencing the audit. Notwithstanding the foregoing, Tenant shall have no right to conduct an audit if Landlord furnishes to Tenant, at the property managertime Landlord furnishes the Estimated Statement or Annual Statement to Tenant, an audit report on Landlord’s office relating to Operating Expenses for the calendar year in question in order prepared by an independent certified public accounting firm of recognized national standing (whether originally prepared for Landlord or another party). This paragraph shall not be construed to attempt limit, suspend, or ▇▇▇▇▇ Tenant’s obligation to resolve pay Tenant’s Share of Operating Expenses when due, including Tenant’s Monthly Operating Expense Charge. After verification, Landlord shall credit any overpayment determined by the issues raised audit report against the next monthly installment(s) of Tenant’s Share of Operating Expenses due and owing by Tenant in the Audit Notice. Ifor, if no further such installment is due, refund such overpayment directly to Tenant within thirty (30) days after Landlord’s receipt of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen audit report within thirty (1530) days after of determination. The foregoing obligations shall survive the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions earlier termination of this Lease. All costs and expenses If Tenant does not give written notice of any such its election to audit during the Audit Election Period, the Estimate Statement or Actual Statement (as applicable) for the applicable calendar year shall be paid deemed approved for all purposes, and Tenant shall have no further right to review or contest the same. In the event the audit report resulting from an audit authorized and undertaken by Tenant pursuant to this Section 4.9.2 shows an overpayment by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but all costs and expenses incurred by Tenant in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each undertaking 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidaudit.

Audit Right. In If no Event of Default is then outstanding beyond applicable cure periods, Tenant shall have the event that right to review Landlord’s accounting records relating to Landlord’s calculation of Operating Costs by delivering written notice to Landlord (the “Audit Notice”) no later than ninety (90) days after receipt of the annual Cost Statement. Tenant may issue an Audit Notice and may review Landlord’s records of Operating Costs only for the year covered by the Cost Statement. Tenant may not conduct more than one audit in any year. Tenant must complete the audit within ninety (90) days after Tenant’s receipt the date of the Statement Audit Notice, provided that Tenant may receive a reasonable extension to complete its audit in the event of a delay by Landlord in providing records of Operating Costs. Any audit must be performed by an auditor who has at least five years of experience auditing operating costs in class A office projects. Neither the individual auditor nor its employer may be compensated directly or indirectly based on the percentage of the savings found or the results of the audit. ▇▇▇▇▇▇’s auditor (both the individual and the company) and any third party (both the individual and the company) who may obtain the audit report or is otherwise involved in the audit must execute Landlord’s form of confidentiality agreement before any records will be released to Tenant. The audit shall be limited solely to confirming that the Operating Costs charged to Tenant are consistent with the terms of this Lease. The audit shall be conducted at a mutually acceptable time during regular business hours at the place where Landlord or its property manager maintains the applicable records in the State of Washington. Landlord shall cooperate with Tenant during the course of the audit and shall make its personnel available to Tenant as is reasonably necessary for the prior calendar year, Tenant reasonably auditor to conduct such audit. Landlord shall have a reasonable opportunity to meet with ▇▇▇▇▇▇’s auditor to explain its calculation of Operating Costs. If ▇▇▇▇▇▇’s auditor believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” it has found errors or that Landlord has erred in calculating sameovercharges, Tenant shall have provide a full and complete copy of the right audit to Landlord and shall advise Landlord in writing of the claimed errors and overcharges with specific reference to the relevant Lease provisions disqualifying such expenses. If Tenant does not deliver an Audit Notice or complete the audit within the time limits set forth above, Landlord’s Cost Statement for that year shall be deemed conclusive and binding on Tenant. If Landlord and Tenant’s auditor do not agree on proper treatment of the contested costs, Landlord shall engage its own auditor to review the findings of ▇▇▇▇▇▇’s auditor and Landlord’s books and records in accordance records. The two (2) auditors and the parties shall then meet to resolve any difference between the audits. If the parties have not reached agreement within two (2) weeks thereafter, then the auditors shall together select a third auditor (who is not affiliated with this subsectionand who does not perform services for either party or their affiliates) to whom they shall each promptly submit their explanations of the basis of their opinion. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise Within two (2) weeks after receipt of such explanations, the third auditor shall determine the final treatment of the contested items which shall be binding on both parties. The auditor shall not have the authority to review any other items of Operating Costs. If the final audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections results show that the amount paid by Tenant was greater than the amount Tenant is obligated to pay, Landlord will credit the overpayment to the Statement issued by next Rent due under this Lease or shall refund the excess to Tenant if this Lease has terminated. If the audit shows that the amount Landlord (charged Tenant for Operating Costs was less than the “Audit Notice”). Upon amount Tenant is obligated to pay, Tenant will pay to Landlord the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for difference between the Building to meet with a designated employee of amount Tenant (paid and the “Tenant Representative”) to discuss the objections set forth amount determined in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office 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, audit within thirty (30) days after Landlord’s receipt it receives the final audit results. Pending resolution of any audit under this Section, Tenant will continue to pay to Landlord the Audit Notice, Landlord and Tenant are unable to resolve estimated amounts of Tenant’s objections, then not later than fifteen (15) days after the expiration Proportionate Share of such 30-day period, Operating Costs as billed by Landlord. Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants auditors and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to accountants will keep the results and findings of such all information obtained in any audit strictly confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and void.

Audit Right. In the event that within ninety Within one hundred twenty (90120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s receipt employees or an independent certified public accountant (which accountant is a member of the Statement for the prior calendar yeara nationally or regionally recognized accounting firm), Tenant reasonably believes that certain designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records (pertaining to Landlord’s calculation of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” , Insurance Expenses, Utility Expenses and Tax Expenses) at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or that Landlord has erred representative shall, and each of them shall cause their respective agents and employees to, maintain all information contained in calculating sameLandlord’s records in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to audit review Landlord’s books and records in accordance with this subsectionone (1) time during any twelve (12) month period. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections failure to dispute the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections amounts set forth in any Statement within the Audit NoticeReview 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. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office 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. IfIf after such inspection, but within thirty (30) days after Landlordthe Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made, at Tenant’s receipt of the Audit Noticeexpense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant are unable and the accountant to resolve Tenant’s objections, then not later than fifteen (15) days after provide Tenant and the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance accountant with the terms information upon which the certification is to be based. However, if such certification by the accountant proves that the total amount of Operating Expenses, Insurance Expenses, Utility Expenses and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, Tax Expenses set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonablethe actual, out-of-pocket documented and reasonable cost of the audit (but in accountant and such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. In no event shall Landlord or its property manager be required to exceed (i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than making available such accounting records as are described in this paragraph. Landlord shall not be liable for the lesser payment of any contingency fee payments to any auditor or consultant of Tenant. The provisions of this Section shall be the sole method to be used by Tenant to dispute the amount of the overcharge to Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses payable by Tenant under this Lease, and Tenant waives any other rights or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidremedies relating thereto.

Audit Right. In the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have be entitled to the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such following audit right with respect to an Expense Statement delivered by Landlord. Such audit right shall be exercisable by Tenant providing Landlord with a written notice of Tenant’s exercise of such audit right within ninety (90) days of Tenant’s receipt of such 90-day period and Expense Statement, time being of the essence. Tenant’s notice shall contain a statement enumerating reasonably detailed reasons for of Tenant’s reasonable objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Noticesuch Expense Statement. If, within thirty forty-five (3045) days after Landlord’s receipt of the Audit NoticeTenant’s written notice, Landlord and Tenant are unable to resolve Tenant’s objections, then then, not later than fifteen (15) days after the expiration of such 30forty-day five (45)-day period, Tenant may conduct shall deliver to Landlord written notice (the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services “Audit Notice”) that it wishes to employ on an hourly rate (and not a contingent contingency fee) basis an independent certified public accounting firm approved by Landlord (“Acceptable Accountants”which approval shall not be unreasonably withheld, conditioned or delayed) for the purpose of inspecting to inspect and auditing audit Landlord’s books and records for at the Building relating to the objections raised in Tenant’s notice. Tenant shall deliver to Landlord a confidentiality and nondisclosure agreement reasonably satisfactory to Landlord executed by Tenant and such accounting firm, and provide Landlord not less than fifteen (15) days’ notice of the date on which the accounting firm desires to examine Landlord’s books and records at the Building during regular business hours; provided, however, that such date shall be between thirty (30) and ninety (90) days after Tenant delivers to Landlord the Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses Expense Statement in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, except as otherwise expressly set forth in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%this Section 4(d), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its right to audit right pursuant to this subsection only Section 4(d) 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 endedcovered by the Expense Statement. In As a condition precedent to exercising its audit rights, Tenant shall pay to Landlord all monies which Landlord claims are owing by Tenant, as shown on the event Expense Statement. If, upon a final resolution of any dispute between Landlord and Tenant regarding an Expense Statement (it being understood that the results of Tenant’s audit shall not be dispositive or binding on Landlord), it is determined that an error was made in the audited Expense Statement and as a result of such error (1) the amount of Operating Expenses that Tenant fails paid to notify Landlord for the calendar year under audit was in excess of the amount to which Landlord was entitled pursuant to the terms hereof, then Landlord shall pay the amount of such excess within thirty (30) days of such final resolution, (2) the amount of Operating Expenses for the calendar year under audit was overstated by more than five percent (5%), Landlord shall promptly reimburse Tenant for the actual and reasonable out-of-pocket costs and expenses incurred by Tenant in connection with the audit of such Expense Statement, but in no event more than Three Thousand Dollars ($3,000.00) and (3) Tenant owes Landlord any amount of unpaid Operating Expenses, Tenant shall pay same to Landlord within the foregoing 90-day period that thirty (30) days after such final resolution. Tenant objects shall provide Landlord with a copy of all audits conducted pursuant to the Statement, then terms of this Section 4(d) within five (5) days after Tenant receives any such audit from Tenant’s right to audit such year’s Statement shall be null and voidaccountant.

Audit Right. In Landlord shall maintain books and records with respect to Operating Expenses and Taxes and shall determine the event that within same in accordance with generally accepted accounting principles consistently applied, as customarily adjusted for the operation of commercial real estate. Within ninety (90) days after receiving Landlord’s statement of Tenant’s receipt Proportionate Share of the Statement Excess Operating Costs and Tenant’s Proportionate Share of Excess Taxes for the prior applicable calendar yearyear (the “Costs Data”), Tenant reasonably believes that certain of by written notice to Landlord (the Operating Expenses charged by Landlord include costs that are not properly included “Review Notice”) given within the term “Operating Expenses” or that Landlord has erred in calculating samesuch period, Tenant shall have the right to audit and review Landlord’s books and records relating to the Costs Data for such calendar year, and, with regard to the first audit performed after the first Lease Year, the Base Year. Landlord’s Costs Data for any particular calendar year shall be final and conclusive upon Tenant in accordance with this subsection. the event Tenant shall exercise such audit right by providing Landlord with fail to send its Review Notice within the respective time period designated above. Within thirty (30) days after receipt of a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit timely Review Notice, Landlord shall instruct make such books, records and other documentation reasonably requested by ▇▇▇▇▇▇ available to Tenant or Tenant’s agent for its property manager for review at either Landlord’s or its management agent’s main office in the Building to meet with a designated employee Washington, D.C. area or at the office of the Building. If Tenant elects (by timely giving the “Tenant Representative”Review Notice) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlordreview ▇▇▇▇▇▇▇▇’s books and records at the property manager’s office 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. Ifrecords, then within thirty (30) days after such books and records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any reasonable objection Tenant has to Landlord’s statement of ▇▇▇▇▇▇’s Proportionate Share of Excess Operating Costs and ▇▇▇▇▇▇’s Proportionate Share of Excess Taxes for such calendar year. If Tenant fails to give Landlord written notice of such objection within such thirty (30) day period, then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Tenant’s Proportionate Share of Excess Operating Costs and Tenant’s Proportionate Share of Excess Taxes and shall thereafter be barred from raising any claims with respect thereto. Upon ▇▇▇▇▇▇▇▇’s receipt of the Audit Noticea timely Objection Notice from Tenant, Landlord and Tenant are unable shall work together in good faith to resolve Tenant’s objections, then objection. If Landlord and Tenant do not later than fifteen agree within thirty (1530) days after following ▇▇▇▇▇▇’s delivery of the expiration of such 30-day periodObjection Notice, Tenant may conduct the audit. Such audit they shall be performed by select an independent, reputable certified public accounting firm charging for its services accountant or other auditor regularly engaged in the auditing of operating expenses under commercial leases who is engaged by ▇▇▇▇▇▇ on an hourly rate (and not other than a contingent fee) fee basis (the “Acceptable AccountantsIndependent Auditor”) who shall make an independent review. In the event Landlord and Tenant do not agree on the Independent Auditor within thirty (30) days following the notice of the review results, they shall ask the Chief Executive Officer of the American Institute of Certified Public Accountants (“AICPA”) to select an independent accountant. If Landlord and Tenant determine, or if the independent account determines and Landlord concurs, that Tenant’s Proportionate Share of Excess Operating Costs and Tenant’s Proportionate Share of Excess Taxes for the purpose calendar year in question is less than the amount actually paid by Tenant for that calendar year, then Landlord shall provide Tenant with a credit against future Additional Rent actually due in the amount of inspecting and auditing any overpayment by Tenant until the overpayment is corrected, or, at Landlord’s books and records for option, Landlord shall promptly refund such amount to Tenant. In addition, if the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be amount paid by Tenant; provided, however, in Tenant exceeded the event it is ultimately determined that amount to which Landlord has overstated Operating Expenses was entitled by more than five percent (5%), then interest shall apply on the excess amount from the date of the agreement between Landlord and Tenant or the date of the determination by the independent accountant, as applicable, at a rate per annum equal to the Default Rate. Conversely, if Landlord and Tenant or the independent accountant determine that ▇▇▇▇▇▇’s Proportionate Share of Excess Operating Costs or Tenant’s Proportionate Share of Excess Taxes due for the calendar year in question is greater than the amount actually paid, Tenant shall pay to Landlord within thirty (30) days from Landlord’s request the amount of underpayment by Tenant. Tenant shall bear all costs of any such inspection of Landlord’s books and records, unless such review discloses that the amounts paid by Tenant to Landlord exceeded the amounts to which Landlord was entitled by more than five percent (5%) in either the case of Tenant’s Proportionate Share of Excess Operating Costs or Tenant’s Proportionate Share of Excess Taxes (determined separately for such purposes), in which event Landlord shall promptly reimburse Tenant for Tenantthe reasonable costs and expenses incurred in connection with ▇▇▇▇▇▇’s reasonable, out-of-pocket cost review (it being understood and agreed that such reimbursed costs shall not be included in Operating Costs). The costs and expenses of the audit independent auditor or accountant shall be paid equally by Landlord and Tenant, unless (but a) the amounts paid by Tenant to Landlord exceeded the amounts to which Landlord was entitled by more than five percent (5%), in no event which case Landlord shall pay such costs and expenses, not to exceed Five Thousand Dollars ($5,000.00) or (b) the lesser amounts underpaid by Tenant to Landlord more than five percent (5%) of the amount of the overcharge amounts to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrarywhich Landlord was entitled, in which case Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year pay such costs 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidexpenses.

Audit Right. In the event Provided that within ninety (90) days after Tenant’s receipt Tenant is not in monetary default of the Statement for the prior calendar year, Tenant reasonably believes this Lease and provided that certain no material non-monetary Event of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameDefault then exists under this Lease, Tenant shall have be entitled to the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such following audit right with respect to an Expense Statement delivered by Landlord. Such audit right shall be exercisable by Tenant providing Landlord with a written notice of Tenant’s exercise of such audit right within one hundred twenty (120) days of Tenant’s receipt of such 90-day period and Expense Statement, time being of the essence. Tenant’s notice shall contain a statement enumerating reasonably detailed reasons for of Tenant’s reasonable objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Noticesuch Expense Statement. If, within thirty (30) days after Landlord’s receipt of the Audit NoticeTenant’s written notice, Landlord and Tenant are unable to resolve Tenant’s objections, then then, not later than fifteen ten (1510) business days after the expiration of such 30-day thirty (30)-day period, Tenant may conduct shall deliver to Landlord written notice (the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services “Audit Notice”) that it wishes to employ on an hourly rate (and not a contingent contingency fee) basis an independent certified public accounting firm approved by Landlord (“Acceptable Accountants”which approval shall not be unreasonably withheld, conditioned or delayed) for the purpose of inspecting to inspect and auditing audit Landlord’s books and records for at the Building relating to the objections raised in Tenant’s notice. Tenant shall deliver to Landlord a confidentiality and nondisclosure agreement reasonably satisfactory to Landlord executed by Tenant and such accounting firm, and provide Landlord not less than fifteen (15) days’ notice of the date on which the accounting firm desires to examine Landlord’s books and records at the Building during regular business hours; provided, however, that such date shall be between ten (10) and forty-five (45) days after Tenant delivers to Landlord the Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses Expense Statement in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenantexcept as otherwise expressly set forth herein. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its right to audit right pursuant to this subsection only Section 4(d) 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 covered by the Expense Statement. As a condition precedent to exercising its audit rights, Tenant shall pay to Landlord all monies which Landlord claims are owing by Tenant, as shown on the Expense Statement. If, upon a final resolution of any dispute between Landlord and Tenant regarding an Expense Statement (it being understood that the results of Tenant’s audit shall not be dispositive or binding on Landlord) (1) Tenant is entitled to a refund of the amount paid by Tenant for Tenant’s Contribution for the calendar year under audit because such Expense Statement overstated the amounts to which Landlord was entitled hereunder, Landlord shall credit the next monthly rental payment(s) by Tenant with an amount equal to such refund (or, if the Term has ended, Landlord shall refund such amount to Tenant within thirty [30] days after such final resolution) or (2) Tenant is found to have underpaid Tenant’s Contribution, Tenant shall pay to Landlord an amount equal to such underpayment within thirty (30) days. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects Notwithstanding anything contained in this Section 4(d) to the contrary, if, upon such final resolution of any dispute between Landlord and Tenant regarding an Expense Statement it is determined that a demonstrated error was made in the audited Expense Statement and as a result of such error the amount of Operating Expenses were overstated by more than five percent (5%), Landlord shall, within thirty (30) days after receipt of an invoice therefor, reimburse Tenant for Tenant’s reasonable and actual out-of-pocket costs and expenses incurred in connection with the audit of such Expense Statement, then Tenant’s right but in no event more than Two Thousand Dollars ($2,000.00). Tenant shall provide Landlord with a copy of all audits conducted pursuant to audit the terms of this Section 4(d) within ten (10) days after Tenant receives any such year’s Statement shall be null and voidaudit.

Audit Right. In Subject to the event provisions of this Section and provided that within ninety (90) days after Tenant’s receipt no Event of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameDefault exists, Tenant shall have the right to audit examine the correctness of the Landlord’s Operating Expense statement or any item contained therein. Any request for examination in respect of any Operating Year may be made by notice from Tenant to Landlord no more than one hundred eighty (180) days after the date (the “Operating Expense Statement Date”) Landlord provides Tenant a statement of the actual amount of the Operating Expenses in respect of such Operating Year and only if Tenant shall have fully paid such amount. Such notice shall set forth in reasonable detail the matters questioned. Any examination must be completed and the results communicated to Landlord no more than two hundred ten (210) days after the Operating Expense Statement Date. Tenant hereby acknowledges and agrees that Tenant’s sole right to contest the Operating Expense statement shall be as expressly set forth in this Section. Tenant hereby waives any and all other rights pursuant to applicable law to inspect Landlord’s books and records in accordance with this subsectionand/or to contest the Operating Expense statement. If Tenant shall fail to timely exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 inspect Landlord’s books and records at as provided in this Section, or if Tenant shall fail to timely communicate to Landlord the property managerresults of Tenant’s office relating examination as provided in this Section, with respect to any Operating Year, Landlord’s statement of Operating Expenses shall be conclusive and binding on Tenant. So much of Landlord’s books and records pertaining to the Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised specific matters questioned by Tenant for the Operating Year included in Landlord’s statement shall be made available to Tenant within a reasonable time after Landlord timely receives the Audit Noticenotice from Tenant to make such examination pursuant to this Section during normal business hours at the offices in New York, New York where Landlord keeps such books and records. IfTenant shall have the right to make such examination no more than once in respect of any Operating Year in which Landlord has given Tenant a statement of the Operating Expenses. Such examination may be made only by a qualified employee of Tenant or a qualified independent certified public accounting firm approved by Landlord, and in no event shall such examination be performed by BDO ▇▇▇▇▇▇▇, LLP or its successors. No examination shall be conducted by an examiner who is to be compensated, in whole or in part, on a contingent fee basis. As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form acceptable to Landlord, agreeing to keep confidential any information which it discovers about Landlord or the Building in connection with such examination. No subtenant shall have any right to conduct any such examination and no assignee may conduct any such examination with respect to any period during which the assignee was not in possession of the Premises. All costs and expenses of any such examination shall be paid by Tenant. If as a result of such examination Landlord and Tenant agree that the amounts paid by Tenant to Landlord on account of the Operating Expenses exceeded the amounts to which Landlord was entitled hereunder, or that Tenant is entitled to a credit with respect to the Operating Expenses, Landlord, at its option, shall refund to Tenant the amount of such excess or apply the amount of such credit, as the case may be, within thirty (30) days after Landlord’s receipt the date of the Audit Noticesuch agreement. Similarly, if Landlord and Tenant are unable agree that the amounts paid by Tenant to resolve Tenant’s objectionsLandlord on account of Operating Expenses were less than the amounts to which Landlord was entitled hereunder, then not later than fifteen Tenant shall pay to Landlord, as additional rent hereunder, the amount of such deficiency within thirty (1530) days after the expiration date of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Leaseagreement. All costs and expenses of any such audit examination made pursuant to this Section 6.2.3 shall be paid by Tenant; provided, however, in the event it is ultimately determined Tenant except insofar as Landlord and Tenant agree as a result of such examination that Landlord has overstated Operating Expenses by more than five seven percent (57%), then in which case Landlord shall reimburse Tenant for Tenant’s reasonable, pay any reasonable out-of-pocket cost of the audit (fees and expenses charged by Tenant’s public accounting firm, but in no event to exceed the lesser of case more than the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each for 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidOperating Year.

Audit Right. In No more than once during each twelve (12)-month period during the event term, provided that Tenant delivers written notice to Landlord within ninety sixty (9060) days after Tenant’s receipt of the Statement annual Operating Cost and insurance statements and has paid the amount of those statements and is not in default, Tenant will have the right, at its sole cost, to audit with an independent certified public accountant the Operating Costs and insurance costs charged to Tenant for the Lease Year to which such statements apply and the WSI Payments paid to Tenant for that Lease Year. The auditors must be compensated on an hourly basis for time spent and not pursuant to a "contingent fee" arrangement of any type. This audit will take place only at the Project (or at Landlord's election elsewhere in Minuteman Park) during Landlord's normal business hours on at least two (2) weeks' prior calendar yearwritten notice, in a manner that will not unreasonably disrupt Landlord's business operations, and for a period not to exceed five (5) business days. Landlord will provide the relevant records, books and documents to such location at its expense. Landlord will not be required to provide analyses or comparisons for Tenant, but will on request provide, line item breakdowns of Operating Costs and insurance costs and invoices therefor (to the extent in Landlord's possession) for the applicable Lease Year and the WSI Payments received. Copying of these materials will not be permitted, but Tenant's auditors may make notes. Tenant reasonably believes that certain agrees to keep strictly confidential the results of its audits and any information obtained in connection therewith, as well as any claims, negotiations, proceedings or settlements with Landlord, and will cause its auditors and other Affiliates to comply with these confidentiality requirements. As a condition to conducting an audit, Landlord may require Tenant and its auditors and other Affiliates to sign confidentiality agreements for this purpose. If an error has been made in the billing of Operating Costs or insurance costs, or the payment of the Operating Expenses charged by WSI Payments, whether in favor of Landlord include costs that are not properly included within or Tenant, the term “Operating Expenses” or that Landlord has erred sole right and remedy of the parties will be to adjust the amount of the discrepancy in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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, cash within thirty (30) days after Landlord’s receipt (and if Landlord owes amounts to Tenant Landlord may, at its option, credit those amounts against the rent next due from Tenant)." 3.8 Article 10 of the Audit NoticeLease is amended by adding an " (a) in front of the existing paragraph and by adding the following at the end as new paragraphs: (b) During the term of the WSI Lease Landlord will have the sole right to determine the utility providers for the Project, and starting as of the Rent Commencement Date under the WSI Lease (or earlier at Landlord's option) Landlord will become the metered electrical client for the Project, and Tenant are unable will pay only the electrical costs charged by the utility provider associated with the Remaining Premises and the Systems and Equipment serving the Remaining Premises (as determined by meter, submeter, Intellimeter or the equivalent, the cost of which will be payable by Tenant) and its Tenant's Percentage of the electrical costs charged by the utility provider for the Common Area. If the utility provider ever agrees to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, ▇▇▇▇ Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging directly for its services share of electrical costs for the Remaining Premises by meter, submeter, Intellimeter or otherwise, at Landlord's written election Tenant again will become the direct client of the utility provider for such costs, and Tenant will cooperate and promptly execute such documents as may be necessary to accomplish the foregoing. (c) Tenant acknowledges and agrees that throughout the term of the WSI Lease the WSI Tenant will be permitted at all times to tap into the Backup Power System in a commercially reasonable manner and after consultation with Tenant's facilities personnel, and thereafter to use the Backup Power System. Without limiting the generality of the foregoing or the terms of Section 12.2, provided that the WSI Tenant does not default in its obligation to pay its pro rata share of the Backup Power Costs as required in Subsection (c) below, during the Lease term Tenant will supply the WSI Tenant with the full benefits of the Backup Power System (including, without limitation, all monitoring functions), keep the Backup Power System in good order, condition and repair and fully operational at all times (subject to casualties or similar events beyond Tenant's control, in which case full operations will be restored by Tenant as soon as reasonably possible), and continue to test, repair and maintain the Backup Power System pursuant to commercially reasonable and customary contracts for periodic testing, repair and maintenance with representatives of the applicable equipment manufacturers of the Backup Power System or their successors. Tenant will keep on an hourly rate file at the Remaining Premises those contracts and all documents related thereto or to the Backup Power System, including, without limitation, invoices and bills, testing, monitoring, repair and maintenance records, reports, analyses, and correspondence to or from the equipment manufacturers and other contractors (collectively, the "Backup Power Records'). Representatives of Landlord and/or the WSI Tenant will have the right to inspect the Backup Power System, and not a contingent feeon at least twenty-four (24) basis hours' prior notice to Tenant to review and copy the Backup Power Records at the Remaining Premises. (“Acceptable Accountants”d) For as long as the WSI Tenant uses the Backup Power System to provide Backup Power to the WSI Space during the Lease term, each month Tenant will ▇▇▇▇ the WSI Tenant (with concurrent copies to Landlord) for the purpose WSI Tenant's pro rata share of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such auditreasonable, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonablebona fide, out-of-pocket cost costs actually incurred by Tenant to unaffiliated third parties to test, repair, maintain and operate the Backup Power System and to purchase diesel fuel and other necessary supplies for the backup generators and the rest of the audit Backup Power System (collectively, the "Backup Power Costs") allocable to that period. Tenant will be responsible for paying the Backup Power Costs when due to the appropriate parties, with reimbursement from the WSI Tenant as described below. The WSI Tenant's pro rata share of the Backup Power Costs will be deemed to be 8.3% of the Backup Power Costs fairly allocable to the backup generators and 7% of the costs fairly allocable to the UPS. Tenant will include with each ▇▇▇▇ invoices for and a line-item breakdown of the Backup Power Costs incurred and the allocation required above, and the WSI Tenant will have thirty (30) days after receipt of each monthly ▇▇▇▇ to pay its share of the Backup Power Costs directly to Tenant (or to Landlord for payment to Tenant). Landlord will have the right, but absolutely no obligation, to pay to Tenant, and thus cure, all or any part of the unpaid Backup Power Costs (or any portions of the other unpaid WSI Payments or other amounts) owed by the WSI Tenant." 3.9 Section 12.1 of the Lease is amended by adding the following at the end: "Starting on the Rent Commencement Date under the WSI Lease and until the termination of the WSI Lease, Landlord also will be responsible for the cleaning, repair and maintenance of the Common Area (but not the Systems and Equipment in no event the Common Area, which will continue to exceed be Tenant's responsibility) and the lesser elevators." 3.10 Section 12.2 of the amount of Lease is deleted and the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and void.following is substituted:

Audit Right. In RDA will maintain, at RDA’s principal office, true, correct and complete books and records relating to the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall Licensed Product as will be sufficient to confirm RDA and its Affiliates’ compliance with this Agreement and amounts owning hereunder. Trident will have the right right, upon reasonable written notice, during RDA’s normal business hours, and not more than twice every twelve (12) months, to examine and audit Landlordthe RDA’s books and records in accordance to verify such party’s compliance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice Agreement, including any reports on the amount of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections payments made to the Statement issued by Landlord (other party under this Agreement. Notwithstanding the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticeforegoing, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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 thirty (30) 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 30-day period, Tenant may conduct the audit. Such subsequent audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall will be limited to the period between the date of the subsequent audit notice and the last date covered by the preceding audit. The auditor will be instructed to report only as to whether there is a determination discrepancy and if so, the amount of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Leasesuch discrepancy. All costs and expenses of If any such audit shall be paid examination discloses a shortfall in the fees due to Trident, RDA will pay Trident for the full amount of such shortfall within 30 calendars days following the auditor’s final report, plus interest (as calculated by Tenant; provided, howeverSection 3.1 above). Moreover, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than the amount of shortfall or overpayment exceeds five percent (5%)) of the amount due or paid, then Landlord as the case may be, during the period under review, RDA will reimburse Trident for the reasonable cost and expenses incurred in connection with such audit. In all other events, Trident shall reimburse Tenant for Tenant’s reasonable, out-of-pocket bear the cost of the audit audit. RDA shall keep records in sufficient detail to permit the determination of royalties payable hereunder, including (but in no event to exceed i) the lesser number of units of Products and any other devices which contain Licensed Technology which have been distributed or otherwise Sold by RDA or its affiliates; (ii) the ASP and fair market value of any Product and any other devices which contain Licensed Technology which have been distributed or otherwise Sold by RDA or its affiliates; (iii) the amount of royalties payable to Trident; and (iv) any fees payable to RDA under this Agreement. If no request for examination of such records and materials for a particular quarterly accounting period has been made by Trident within three years after the overcharge to Tenant or $2,000.00) plus end of said period, the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit examine such year’s Statement records and materials for said period, and the obligation to keep such records and materials for said period shall be null and voidterminate.

Audit Right. In Landlord shall maintain records concerning estimated and actual Expenses for no less than twelve (12) months following the event period covered by the statement or statements furnished Tenant, after which time Landlord may dispose of such records. Provided that within Tenant is not then in Default of its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Tenant is not otherwise in Default under this Lease, Tenant may, at Tenant’s sole cost and expense, cause a Qualified Person (defined below) to inspect Landlord’s Expense records. Within ninety (90) calendar days after receipt of Landlord’s written statement under Section 4.2(e) of Expenses for the previous year, Tenant must provide Landlord written notice if Tenant elects to cause a Qualified Person to inspect Landlord’s records. Such inspection, if any, shall be conducted no more than once each year of the Term, during Landlord’s normal business hours at least twenty (20) calendar days’ after Tenant’s receipt written notice of its intent to inspect, but not more than three (3) months after such notice. Any errors disclosed by the Statement for the prior calendar yearreview shall be promptly corrected by Landlord; provided, Tenant reasonably believes however, that certain of the Operating Expenses charged by if Landlord include costs that are not properly included within the term “Operating Expenses” or that disagrees with any such claimed errors, Landlord has erred in calculating same, Tenant shall have the right to audit cause another review to be made by an independent auditor of Landlord’s books and choice. In the event the results of the review of records in accordance with this subsection. (taking into account, if applicable, the results of any additional review caused by Landlord) reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment shall exercise such audit right by providing Landlord with a written notice of be credited against Tenant’s exercise subsequent installment(s) of Base Rent, Additional Rent and other payments due to Landlord under the Lease. In the event that such results show that Tenant has underpaid its obligations for a preceding period, the amount of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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 thirty (30) 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit underpayment shall be paid by Tenant; provided, however, in Tenant to Landlord with the event it is ultimately determined that Landlord has next succeeding installment obligation of estimated Expenses. If the actual Expenses allocable to the Premises for any given year were improperly computed and if the actual Expenses allocable to the Premises are overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidaudit.

Audit Right. In the event that within ninety (90) days after Tenant’s receipt Provided there is no Event of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameDefault, Tenant shall have the right to audit cause Landlord’s books and records in accordance determination of Tenant’s Pro Rata Share of Total Operating Costs to be audited by an auditor reasonably acceptable to Landlord, one time with this subsection. Tenant shall exercise such audit right by providing Landlord with a written respect to any fiscal year, provided notice of Tenant’s exercise of such desire to so audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections is given to the Statement issued by Landlord no later than sixty (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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 thirty (3060) days after Landlord’s receipt of the Audit Notice, Tenant receives an annual statement from Landlord and provided that such review is thereafter commenced and prosecuted by Tenant are unable to resolve Tenant’s objections, then not later than fifteen with due diligence. Any Operating Costs statement or accounting by Landlord shall be binding and conclusive upon Tenant unless (15i) days after the expiration of Tenant duly requests such 30review within such 60-day period, and (ii) within three (3) months after such review request, Tenant may conduct shall notify Landlord in writing that Tenant disputes the audit. Such audit correctness of such statement, specifying the particular respects in which the statement is claimed to be incorrect The auditor conducting the review shall be performed by an independent, reputable certified public accounting firm charging for its services compensated on an hourly rate (basis and shall not be compensated based upon percentage of overcharges it discovers. No subtenant shall have any right to conduct a contingent fee) basis (“Acceptable Accountants”) review, and no assignee shall conduct a review for any period during which such assignee was not in possession of the purpose Premises. Tenant shall provide Landlord with a true and accurate copy of inspecting the audit and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing related materials provided by such auditauditor upon request Tenant agrees that all information obtained from any such Operating Costs review, including without limitation, the Acceptable Accountants results of any Operating Costs review shall be kept strictly confidential by Tenant and Tenant must enter into shall not be disclosed to any other person or entity. If as a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings result of such audit confidential. Such audit shall be limited to a it is mutually agreed, or if it is ultimately determined, that Landlord’s determination of whether the foregoing is (i) overstated, or not (ii) understated, then in the case of (i) Landlord calculated shall credit the Operating Expenses difference against monthly installments of Rent next thereafter coming due (or refund he difference if the Term has ended and Tenant has no further obligation to Landlord), or in accordance with the terms and conditions case of this Lease(ii) Tenant shall pay to Landlord the amount of such excess. All costs and expenses The cost of any such audit shall be paid by Tenant; provided, however, if the final, agreed to, determination discloses that Tenant’s Pro Rata Share of Total Operating Costs for the calendar year in the event it is ultimately determined that Landlord has question were overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant Tenant, within thirty (30) days after such final, agreed to, determination and Landlord’s receipt of reasonable back-up therefor, for Tenant’s reasonable, out-of-pocket cost the commercially reasonable costs of the audit (but in no event independent audit, not to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary2, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and void500.00.

Audit Right. In the event that Subtenant, within ninety (90) 90 days after Tenantreceiving Sublandlord’s statement of actual Additional Rent, may give Sublandlord written notice (“Review Notice”) that Subtenant intends to review Sublandlord’s records of the Project Expenses and/or Building Expenses for the calendar year to which the statement applies. Within a reasonable time after receipt of the Statement Review Notice, Sublandlord shall make all pertinent records available for inspection that are reasonably necessary for Subtenant to conduct its review. If any records are maintained at a location other than the management office for the prior calendar yearBuilding, Tenant Subtenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Subtenant retains an agent to review Sublandlord’s records, the agent must be with a CPA firm licensed to do business in the State of California or a professional property management expense auditing company reasonably believes acceptable to Sublandlord. Subtenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Sublandlord and Subtenant determine that certain Subtenant’s Share of Building Expenses or Subtenant’s Share of Project Expenses for the Operating Expenses charged year in question were less than stated by Landlord include costs that more than 5%, Sublandlord, within 30 days after its receipt of paid invoices therefor from Subtenant, shall reimburse Subtenant for the reasonable amounts paid by Subtenant to third parties in connection with such review by Subtenant. Within 90 days after the records are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating samemade available to Subtenant, Tenant Subtenant shall have the right to audit Landlordgive Sublandlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Sublandlord’s books and records in accordance with this subsectionstatement of Subtenant’s Share of Project Expenses or Subtenant’s Share of Building Expenses for that year. Tenant shall exercise such audit right by providing Landlord If Subtenant fails to give Sublandlord an Objection Notice within the 90 day period or fails to provide Sublandlord with a written notice of Tenant’s exercise of such audit right Review Notice within such 90-the 90 day period described above, Subtenant shall be deemed to have approved Sublandlord’s statement and a statement enumerating reasonably detailed reasons shall be barred from raising any claims regarding Additional Rent for Tenantthat year. If Sublandlord and Subtenant determine that Subtenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord Share’s of an Audit Notice, Landlord shall instruct its property manager for the Project Expenses and/or Subtenant’s Share of Building to meet with a designated employee 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 at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve are less than reported, Sublandlord shall provide Subtenant with a credit against the issues raised by Tenant next installment of Additional Rent in the Audit Notice. If, within thirty (30) days after Landlord’s receipt amount of the Audit Noticeoverpayment by Subtenant. Likewise, Landlord if Sublandlord and Tenant Subtenant determine that Subtenant’s Share’s of Project Expenses and/or Subtenant’s Share of Building Expenses for the calendar year are unable greater than reported, Subtenant shall pay Sublandlord the amount of any underpayment within 30 days. The records obtained by Subtenant shall be treated as confidential. In no event shall Subtenant be permitted to resolve Tenantexamine Sublandlord’s objections, then not later than fifteen (15) days after records or to dispute any statement of Subtenant’s Share of Project Expenses and/or Subtenant’s Share of Building Expenses unless Subtenant has paid and continues to pay all Rent when due. No payment of Additional Rent by Subtenant shall waive Subtenant’s right to object to the expiration amount or propriety of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating payments subject to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%Section 4(a)(v), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and void.

Audit Right. In the event Tenant disputes the amount of Excess as set forth in the Statement for a particular Expense Year, Tenant shall have the right, at Tenant’s sole cost and not more frequently than once every calendar year, after fourteen (14) days prior written notice to Landlord, to inspect, at Landlord’s office during normal business hours, Landlord’s books, records and supporting documents concerning the Direct Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection or object to or otherwise dispute the amount of the Excess set forth in any such Statement, unless Tenant notifies Landlord of such objection and dispute and completes such inspection within one-hundred and twenty (120) days immediately following Landlord’s delivery of the particular Statement in question (the “Review Period”); provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to Tenant’s exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 4.4.2, Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Article 4 in accordance with such Statement. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Direct Expenses set forth in the Statement, Tenant shall have the right, within the Review Period, to cause an independent certified public accountant which is not paid on a contingency basis and which is mutually approved by Landlord and Tenant (the “Accountant”) to complete an audit of Landlord’s books and records pertaining to Direct Expenses to determine the proper amount of the Direct Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of such Statement. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within fourteen (14) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the “Big 4” accounting firms, which is not paid on a contingency basis and which is selected by Tenant and reasonably approved by Landlord. If such audit reveals that Landlord has over-charged Tenant, then within ninety (90) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge or provide Tenant with a credit equal to such under-charge towards Rent next coming due and payable. If the audit reveals that the Tenant was under-charged, then within ninety (90) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord’s original Statement which was the subject of such audit was in error to Tenant’s receipt disadvantage by ten percent (10%) or more of the Direct Expenses which was the subject of such audit. The failure of Tenant to object to any Statement, conduct and complete its inspection and have the Accountant conduct and complete the audit as described above prior to the expiration of the Review Period shall be conclusively deemed Tenant’s approval of the Statement for in question and the prior calendar yearamount of Excess shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.4.2, Tenant reasonably believes that certain agrees to keep, and to cause all of Tenant’s employees and consultants and the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameAccountant to keep, Tenant shall have the right to audit all of Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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 thirty (30) 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting all information pertaining thereto and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results thereof, strictly confidential, and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contraryconnection therewith, Tenant shall be entitled cause such employees, consultants and the Accountant to exercise its audit right pursuant execute such reasonable confidentiality agreements as Landlord may require prior to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each conducting any 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidinspections and/or audits.

Audit Right. In Upon the event that within ninety written request of either Seller, collectively not more than once each calendar year (90unless (x) days after Tenant’s receipt of an audit has been requested under the Statement for Market Development Agreement, in which case the prior audit right set forth in this Section 1.4(h) shall not be exercisable in the same calendar year, Tenant reasonably believes that certain or (y) an underpayment is discovered, in which case not more than quarterly for the next twelve (12) months from date of underpayment), Waldencast shall, and shall cause its Subsidiaries to, permit an Independent Accounting Firm to have access during normal business hours to such of the Operating Expenses records of Waldencast and its Subsidiaries as may be reasonably necessary to verify the accuracy of a Milestone Report for any reporting period not more than thirty six (36) months prior to the date of such request; provided, however, Sellers may not audit any Milestone Report previously audited pursuant to this Section 1.4(h). The Independent Accounting Firm shall disclose to the Parties only whether or not such Milestone Report is correct and the amount and reason for any discrepancies. The fees charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameIndependent Accounting Firm shall be paid by the requesting Seller; provided, Tenant shall have however, if the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with discloses a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord greater than three percent (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”3%) to discuss the objections set forth discrepancy in the Audit Notice. Landlord Cash Payments payable by Buyer for any reporting period covered by an audited Milestone Report above the Cash Payments actually paid pursuant to such audited Milestone Report, then Buyer shall provide pay the Tenant Representative with reasonable access to Landlord’s books fees and records at expenses charged by the property manager’s office 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, Independent Accounting Firm within thirty (30) days after Landlord’s of receipt of invoice. If the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of Independent Accounting Firm concludes that additional Cash Payments were owed for any such 30-day reporting period, Tenant may conduct Buyer shall pay the additional Cash Payments within thirty (30) calendar days of the date the requesting Seller delivers to Buyer the Independent Accounting Firm’s written report along with a corresponding invoice. The foregoing provisions shall apply equally to reimbursement by Sellers to Buyer of any overpayment of Cash Payments by Buyer. If an audit is requested under the Market Development Agreement, the parties to the Market Development Agreement shall promptly disclose to Holdco Seller any disclosure of the auditor provided to such parties with respect to such audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%i), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and void.

Audit Right. In the event that within ninety Within sixty (9060) days (the “Audit Election Period”) after Tenant’s receipt of Landlord furnishes to Tenant the Operating Costs, Tax and Insurance Statement for any calendar year [(including the prior calendar yearBase Year)], Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating samemay, Tenant shall have the right at its expense during Landlord’s normal business hours, elect to audit Landlord’s books Operating Costs, Taxes and records in accordance with this subsection. Tenant shall exercise Insurance for such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections calendar year only, subject to the Statement issued following conditions: (1) there is no uncured Event of Default under this Lease; (2) the audit shall be prepared by Landlord an independent certified public accounting firm of recognized national standing; (3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord audit shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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, commence within thirty (30) 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing makes Landlord’s books and records for the Building relating available to the objections raised in Tenant’s Audit Notice. Prior auditor and shall conclude within sixty (60) days after commencement; (5) the audit shall be conducted where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord’s business; and (6) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord’s confidentiality agreement for Landlord’s benefit prior to commencing such the audit, the Acceptable Accountants and . Tenant must enter into shall deliver a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings copy of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than within five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost ) business days of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid receipt by Tenant. Any audit performed pursuant This paragraph shall not be construed to the terms of this subsection limit, suspend, or ▇▇▇▇▇ Tenant’s obligation to pay Rent when due, including estimated Operating Costs, Taxes and Insurance. After verification, Landlord shall be conducted only credit any overpayment determined by the Acceptable Accountants at audit report against the offices next Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within thirty (30) days of Landlord’s property managerdetermination. Notwithstanding anything contained herein to the contraryLikewise, Tenant shall be entitled pay Landlord any underpayment determined by the audit report within thirty (30) days of determination. The foregoing obligations shall survive the expiration or earlier termination of the Lease. If Tenant does not give written notice of its election to exercise its audit right pursuant to this subsection only in strict accordance with during the foregoing procedures no more often than once per Audit Election Period, Landlord’s Operating Costs, Taxes and Insurance for the applicable calendar year shall be deemed approved for all purposes, and each such audit Tenant 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 Statement, then Tenant’s have no further right to audit such year’s Statement shall be null and voidreview or contest the same.

Audit Right. In the event that within ninety Within one hundred twenty (90120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s receipt employees or an independent certified public accountant (which accountant is in good standing with the Arizona State Board of Accountancy and is not retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameforegoing, Tenant shall only have the right to audit review Landlord’s books and records in accordance with this subsectionone (1) time during any twelve (12) month period. Tenant shall exercise If after such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticeinspection, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s receipt of the Audit Noticestandard accounting practices, at Tenant’s expense, by an independent certified public accountant selected by Landlord and Tenant are unable to resolve who is in good standing with the Arizona State Board of Accountancy. Tenant’s objections, then not later than fifteen failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (1530) days after the expiration Review Period shall be deemed to constitute Tenant’s approval of such 30-day periodStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant may conduct timely delivers the auditReview Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. Such audit shall be performed However, if such certification by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for accountant proves that the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, Direct Costs set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five ten percent (510%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the cost of the audit (but in no event accountant and the cost of such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to exceed each other, as are determined to be owing pursuant to such certification. Tenant agrees that this section shall be the lesser of sole method to be used by Tenant to dispute the amount of the overcharge to any Direct Costs payable by Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Lease, and Tenant hereby waives any other rights at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only law or 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidequity relating thereto.

Audit Right. In the event (i) Provided that within ninety (90) days after Tenant’s receipt no Event of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord Default has erred in calculating sameoccurred, Tenant shall have the right (“Audit Right”) once every calendar year during the Term of the Lease to audit Landlord’s records and books and records used by Landlord in accordance with this subsectiondetermining the amount of Direct Expenses Tenant is obligated to pay to Landlord for the sole purpose of verifying the accuracy of same (the “Audit”). Any Audit shall cover only one (l) calendar year during the Term of the Lease. Tenant shall exercise such audit right by providing provide Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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 least thirty (30) days after Landlord’s receipt of prior written notice requesting the Audit NoticeAudit, Landlord and Tenant are unable to resolve provided, however, that Tenant’s objectionsright, then not later than fifteen if any, to exercise its Audit Right for any subject year shall expire sixty (1560) days after the expiration delivery to Tenant of the Operating Expense Statement for the calendar year which Tenant desires to audit and, unless such 30-day periodright is exercised prior to such time, Tenant may conduct the auditshall have waived its right to request such an Audit. Such audit Landlord shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s make said books and records for relevant to such Audit available to Tenant during Landlord’s customary business hours at the Building relating to office of the objections raised property manager of the Project or at such other location designated by Landlord in Tenant’s writing. (ii) If the Audit Notice. Prior to commencing such audit, discloses that the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings amount of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Direct Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in Tenant to Landlord exceeds the event it is ultimately determined that actual amount of Direct Expenses owed by Tenant to Landlord has overstated Operating Expenses by more than five percent (5%) (“Overcharge”), then Landlord shall reimburse Tenant for Tenant’s reasonable, pay all reasonable and necessary third party out-of-pocket cost of costs for the audit (but in no event to exceed Audit. If the lesser of Audit discloses that the amount of Direct Expenses paid by Tenant to Landlord does not exceed the overcharge actual amount of Direct Expenses owned by Tenant to Landlord by more than five percent (5%) (“Undercharge”), then Tenant or $2,000.00) plus shall pay all costs associated with the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices Audit, including, without limitation, all of Landlord’s property managercosts and expenses, including reasonable attorney and accountant fees. (iii) The Audit shall only be conducted by a reputable accounting firm (“Accounting Firm”). Notwithstanding anything contained herein As a condition precedent to the contraryany such Audit, Tenant shall be entitled deliver to exercise its Landlord a copy of Tenant’s written agreement with such Accounting Firm, which agreement shall include provisions which state that: (A) Landlord is an intended third-party beneficiary of such agreement, (B) such Accounting Firm is not being engaged as a contingency or other incentive based auditor; (C) such Accounting Firm will not in any manner solicit or agree to represent any other tenant of the Project with respect to an audit right pursuant to this subsection only or other review of Landlord’s accounting records at the Project, and (D) such Accounting Firm shall maintain in strict accordance confidence any and all information obtained in connection with the foregoing procedures no more often Audit and shall not disclose such information to any person or entity other than once per calendar year and each such audit shall relate only to the calendar year most recently endedmanagement personnel of Tenant. The Accounting Firm, Landlord and Tenant shall enter into a confidentiality agreement in form and substance acceptable to Landlord whereby the Accounting Firm and Tenant shall covenant, among other things, that the Accounting Firm and the Tenant shall keep the books and records of Landlord in strict confidence. (iv) In the event that the amount of Direct Expenses paid by Tenant to Landlord exceed the actual amount of Direct Expenses owed by Tenant to Landlord as disclosed by the Audit, such difference shall be applied to the next succeeding payment of Direct Expenses due by Tenant to Landlord. In the event that the amount of Direct Expenses paid by Tenant fails to notify Landlord is less than the actual amount of Direct Expenses owed by Tenant to Landlord as disclosed by the Audit, Tenant shall pay such difference to Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit ten (10) days of such year’s Statement shall be null and voiddetermination.

Audit Right. In Tenant, at its sole cost and expense, shall have the event that right, within ninety (90) days after Tenant’s receipt receiving Landlord's statement of the Statement actual Basic Costs for the prior a particular calendar year, Tenant reasonably believes that certain to provide Landlord with written notice (the "Review Notice") of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right its intent to audit review Landlord’s 's books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections relating to the Statement issued by Landlord (the “Audit Notice”)Basic Costs for such year. Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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 thirty (30) days after Landlord’s receipt of the Audit Review Notice, shall make such books and records available to Tenant or Tenant's agent for its review at the office of the Building, provided that if Tenant retains an agent to review Landlord's books and records for any calendar year, such agent must be CPA firm licensed to do business in the state in which the Building is located. If Tenant elects to review Landlord's books and records, within thirty (30) days after such books and records are made available to Tenant, Tenant shall have the right to give Landlord written notice stating in reasonable detail any objection to Landlord's statement of actual Basic Costs for such calendar year. If Tenant fails to give Landlord written notice of objection within such thirty (30) day period or fails to provide Landlord with a Review Notice within the ninety (90) day period provided above, Tenant shall be deemed to have approved such statements in all respects. Upon Landlord's receipt of a timely objection notice from Tenant, Landlord and Tenant are unable shall work together in good faith to resolve the discrepancy between Landlord's statement and Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit's review. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants If Landlord and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provideddetermine that Basic Costs are less than reported, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse provide Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but with a credit against future Additional Base Rental in no event to exceed the lesser of the amount of the overcharge to such overpayment. Likewise, if Landlord and Tenant or $2,000.00) plus determine that Basic Costs are greater than reported, Tenant shall forthwith pay the amount determined of such underpayment to have been overpaid by TenantLandlord. Any audit performed information obtained by Tenant pursuant to the terms provisions of this subsection the Section shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property managertreated as confidential. Notwithstanding anything contained herein to the contrary, Tenant shall not be entitled permitted to exercise its audit right pursuant examine Landlord's books and records or to this subsection only in strict accordance with dispute any statement of Basic Costs unless Tenant has paid to Landlord (under protest, if Tenant so elects) the foregoing procedures no more often than once per calendar year and each such audit shall relate only amount due as shown on Landlord's statement of actual Basic Costs, said payment (albeit under protest) being a condition precedent 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidsaid examination and/or dispute.

Audit Right. In The information set out in the event that Statement shall be binding on the Tenant and deemed to be accepted by it and shall not be subject to amendment for any reason unless the Tenant gives written notice (the “Dispute Notice”) to the Landlord within ninety one hundred twenty (90120) days of the Landlord's submission of such statement, document, or writing identifying the statement, document, or writing. The Dispute Notice shall set out in reasonable detail the reason why such statement, document or writing is objectionable to Tenant, is in error or otherwise should not be binding on the Tenant. If the Tenant disputes the amount of the Additional Rent as aforesaid, Tenant shall have the right to review the books, records and back-up invoices and materials pertaining to Operating Costs as set forth on the Statement before commencing the audit described below. If such dispute is not resolved within forty-five (45) days after Tenant’s receipt of the Statement for Tenant delivers the prior calendar year, Tenant reasonably believes that certain of Dispute Notice to the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameLandlord, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsectionparagraph. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within fifteen (15) days following the expiration of such 9045-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon Such Audit Notice shall contain the receipt name of the firm that Tenant desire to engage to conduct such audit, (which firm shall be one of the “Big 4” (or the successors thereto) national public accounting firms or another national or regional accounting firm that is proposed by Tenant and approved by Landlord of an Audit Notice(which approval shall not be unreasonably withheld, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 conditioned or delayed by Landlord’s books and records at the property manager’s office 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 thirty (30) 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice). Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses Additional Rent in accordance with the terms and conditions of this LeaseLease and normal and customary accounting methods used by owners of similar buildings in the area for calculating increases in operating costs. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses controllable Additional Rent by more than five six percent (56%)) or more, then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus 3,500.00, subject to an annual increase of 5% throughout the amount determined Term). Further Landlord shall reimburse Tenant for any overpayment of Additional Rent revealed by such audit or Tenant shall pay any underpayment of Additional Rent to have been overpaid Landlord revealed by Tenantsuch audit. Any audit performed pursuant to the terms of this subsection Paragraph shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property managermanager in the Building or at such other location in metropolitan Atlanta, Georgia, where Landlord maintains the books and records to be audited by the Acceptable Auditor. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection Paragraph 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; provided, however, if an audit reveals certain overcharges for the Fiscal Period that is the subject of the audit and the parties concur such error is correct, then Tenant shall have the right to expand its current audit to include Landlord’s books and records for the prior two (2) Fiscal Periods for the same (but only the same) items that were discovered to be overcharged by Tenant’s audit. In the event that Tenant fails to notify deliver its Dispute Notice to Landlord within the foregoing 90120-day period that Tenant objects to the Statementperiod, then Tenant’s right to audit such year’s Statement shall be null and void.

Audit Right. In Each Adjustment Statement shall include reasonable detail for the event applicable Expenses. Tenant shall have the right, within one hundred twenty (120) days after receipt of an Adjustment Statement (“Audit Period”), upon reasonable advance notice to Landlord, to inspect, review, audit and photocopy (and/or to have an independent consultant inspect, review, audit and photocopy) Landlord’s accounting records related to Rent Adjustments. If Tenant does not notify Landlord that it elects to inspect, review, audit and photocopy (and/or to have an independent consultant inspect, review, audit and photocopy) Landlord’s accounting records related to Rent Adjustments within said ninety (90) days after Tenant’s receipt of the Statement for the prior calendar yearday period, Tenant reasonably believes that certain of shall be deemed to have approved the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” Adjustment Statement. If such inspection, review or audit reveals that Landlord has erred in calculating sameovercharged Tenant, Tenant shall have notify Landlord of such overcharge within thirty (30) days after the right to audit Landlord’s books and records in accordance with this subsectionexpiration of the Audit Period. If Tenant does not notify Landlord within said thirty (30) day period that Landlord has overcharged it, Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period be deemed to have agreed that it was not overcharged and a statement enumerating reasonably detailed reasons for Tenant’s objections to have approved the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit NoticeAdjustment Statement. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office 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. Ifshall, within thirty (30) days after notice to Landlord’s receipt , reimburse Tenant for the amount 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenantovercharge; provided, however, that if Landlord desires to contest such results, Landlord may do so by submitting the results of the audit to arbitration pursuant to the commercial rules of the American Arbitration Association within twenty (20) days of receipt of the results, and the results of any such arbitration shall be final and binding on Landlord and Tenant. The arbitrator shall be an independent consultant with at least five (5) years’ experience in the event it review of operating expenses for properties comparable to the Project or a certified public accountant. Tenant agrees to pay the cost of its inspection, review, audit and arbitration; provided, however, notwithstanding the foregoing to the contrary, if the result of the arbitration is ultimately determined that Landlord has overstated Operating Expenses overcharged Tenant by more than five percent (5%)) of the actual Expenses for such year, then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost pay the reasonable costs of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to and all reasonable costs and expenses incurred in 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidarbitration.

Audit Right. In the event that within ninety Within one hundred twenty (90120) days after Tenant’s receipt of a Statement by Tenant ("Review Period"), if Tenant disputes the Statement for amount set forth in the prior calendar yearStatement, Tenant's employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord ("Review Notice") and at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant reasonably believes is not then in default after expiration of all applicable cure periods and provided further that certain Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Notwithstanding the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameforegoing, Tenant shall only have the right to audit review Landlord’s books and 's records one (1) time during any twelve (12) month period. If after such inspection, but within sixty (60) days after the Review Period, Tenant notifies Landlord in writing ("Dispute Notice") that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with this subsection. Tenant shall exercise such audit right generally accepted commercial real estate accounting practices, at Tenant's expense, by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued an independent certified public accountant selected by Landlord (and who is a member of a nationally or regionally recognized accounting firm. Tenant's failure to deliver the “Audit Notice”). Upon Review Notice within the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for Review Period or to deliver the Building to meet with a designated employee 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 at the property manager’s office 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, Dispute Notice within thirty (30) days after Landlord’s receipt the Review Period shall be deemed to constitute Tenant's approval of such Statement and Tenant, thereafter, waives the Audit right or ability to dispute the amounts set forth in such Statement. If Tenant timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant are unable and the accountant the information upon which the certification is to resolve be based. However, if such certification by the accountant proves that the Direct Costs charged to Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, as set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five seven percent (57%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the cost of the audit (but accountant and the cost of such certification shall be paid for by Landlord, provided that in no event to exceed the lesser shall Landlord be responsible for costs hereunder in excess of the amount of such overstatement. Promptly following the overcharge parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Tenant or $2,000.00) plus agrees that this section shall be the sole method to be used by Tenant to dispute the amount determined to have been overpaid of any Direct Costs payable by Tenant. Any audit performed Tenant pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Lease, and Tenant hereby waives any other rights at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only law or 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidequity relating thereto.

Audit Right. In the event that within ninety Within one hundred twenty (90120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s receipt employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameforegoing, Tenant shall only have the right to audit review Landlord’s books and records one (1) time during any twelve (12) month period. If after such inspection, but within sixty (60) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Landlord’s standard accounting practices, at Tenant’s exercise expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Tenant’s failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within sixty (60) days after the Review Period shall be deemed to constitute Tenant’s approval of such audit Statement and Tenant, thereafter, waives the right within or ability to dispute the amounts set forth in such 90-day period Statement. If Tenant timely delivers the Review Notice and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Dispute Notice, Landlord shall instruct its property manager for cooperate in good faith with Tenant and the Building accountant to meet with a designated employee of show Tenant (and the “Tenant Representative”) accountant the information upon which the certification is to discuss be based. However, if such certification by the objections accountant proves that the Direct Costs set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office 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 thirty (30) 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the cost of the audit (but in no event accountant and the cost of such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to exceed each other, as are determined to be owing pursuant to such certification. Tenant agrees that this section shall be the lesser of sole method to be used by Tenant to dispute the amount of the overcharge to any Direct Costs payable by Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Lease, and Tenant hereby waives any other rights at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only law or 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidequity relating thereto.

Audit Right. In the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant Sublessee shall have the right to audit Landlordand inspect Sublessor’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections respect to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office relating to Project Operating Expenses and/or Building Operating Expenses, as well as all other additional rent components payable by Sublessee hereunder for the calendar any year in question in order to attempt to resolve the issues raised by Tenant in the Audit Noticeof this Sublease. If, within Sublessee shall give Sublessor not less than thirty (30) days after Landlord’s receipt prior written notice of the Audit Notice, Landlord and Tenant are unable its intention to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of conduct any such 30-day period, Tenant may conduct the audit. Such audit Sublessor shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for cooperate with Sublessee during the purpose course of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree which shall be conducted during normal business hours in Sublessor’s office. Sublessor agrees to keep the results and findings of make such personnel available to Sublessee as is reasonably necessary for Sublessee, or for Sublessee’s employees or agents, to conduct such audit. If such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated discloses that the amount paid by Sublessee as Project Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated or Building Operating Expenses for the lease year in question and, or any other additional rental payable by Sublessee hereunder, has been overstated by more than five two percent (52%), then, in addition to immediately repaying such overpayment to Sublessee with interest at the maximum legal rate, Sublessor shall also pay the reasonable costs incurred by Sublessee in connection with such audit. If after Sublessee reviews the records for Operating Expenses, Sublessor and Sublessee fail to agree as to the amount of Operating Expenses that should have been charged with respect to a statement in dispute, Sublessee shall have the right to cause another review of that portion of the statement to be made by a firm of independent certified accountants of national standing selected by Sublessee which are not then retained by Sublessee and (b) reasonably approved by Sublessor (“Independent Accountant”). The review of the Independent Accountant shall be deemed to be correct and shall be conclusively binding on both Sublessor and Sublessee. In the event the results of the review by the Independent Accountant indicate that the actual dollar amount of Sublessee’s Project Expense Share and Building Expense Share for the period covered by the statement in question have been overstated by more than two percent (2%), then Landlord Sublessor shall be responsible for the fees and expenses of the Independent Accountant and Sublessor shall reimburse Tenant Sublessee for Tenantthe actual fees and expenses of Sublessee’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of accountant(s) and the amount of any overpayment by Sublessee of Project Operating Expenses and/or Building Operating Expenses for the overcharge to Tenant or $2,000.00) plus the period in question, which amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices credited against Sublessee’s next succeeding installment of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidRent.

Audit Right. (a) Landlord shall respond to any informal inquiries by Tenant regarding the Escalation Rent within thirty (30) days after receipt of same. In addition, Tenant shall have ninety (90) days after receipt of Landlord's Statement to notify Landlord in writing that Tenant disputes the event correctness of Landlord's Statement ("Dispute Notice"). If Tenant timely delivers a Dispute Notice to Landlord, Tenant's accountant ("Tenant's Accountant") shall have the right, upon reasonable prior notice, during normal business hours, to examine all relevant records of Landlord concerning the year that is covered by Landlord's Statement at the Building management office or other location in San Francisco designated by Landlord. Tenant's Accountant shall be subject to Landlord's prior written approval, which shall not be unreasonably, withheld or delayed. Without limiting the generality of the preceding sentence, Tenant's Accountant must have at least seven (7) years of experience reviewing financial operating records of comparable office buildings in the San Francisco downtown financial district and must not be retained on a contingency fee basis. The inspection of Landlord's records must be completed within five (5) business days after Tenant's Accountant commences its inspection and within sixty (60) days after Landlord's receipt of the Dispute Notice. Tenant agrees to keep, and to cause Tenant's Accountant to keep, all information obtained by Tenant or Tenant's Accountant confidential. If requested by Landlord, Tenant shall require Tenant's Accountant to sign and deliver a confidentiality agreement to Landlord, reasonably acceptable in form and content to Landlord, prior to Landlord making its books and records available for inspection. If Tenant fails to deliver a Dispute Notice to Landlord within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameLandlord's Statement, Tenant shall have the no further right to audit dispute the correctness of Landlord’s books and 's Statement. (b) If, following the examination of Landlord's records in accordance with this subsection. by Tenant's Accountant, Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections continues to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access object to Landlord’s books 's Statement, the parties shall meet and records at the property manager’s office relating to Operating Expenses for the calendar year attempt in question in order to attempt good faith to resolve the issues raised dispute. If it is finally determined (by Tenant in agreement between the Audit Notice. Ifparties, voluntary mediation or arbitration, settlement or court order) that Landlord's Statement was incorrect, the appropriate party shall pay to the other party the deficiency or overpayment, as applicable, within thirty (30) days after said determination, or at Landlord’s receipt of the Audit Notice's option, Landlord and any overpayment by Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed credited against the next installment(s) of Rent payable by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit Tenant's Accountant shall be paid by Tenant; provided, however, in the event Tenant unless it is ultimately finally determined that Landlord has Landlord's Statement overstated the actual Operating Expenses and Real Estate Taxes for the applicable calendar year by more than five percent (5%)) or more, then in which case Landlord shall reimburse Tenant pay the reasonable costs of Tenant's Accountant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event of Landlord's records, up to exceed the lesser of the a maximum amount of the overcharge to Tenant or Fifteen Thousand Dollars ($2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and void15,000.00).

Audit Right. In the event that within ninety i. Within sixty (9060) days after Tenantreceiving L▇▇▇▇▇▇▇’s receipt statement of the Statement actual Operating Expenses for the prior a particular calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit provide Landlord with written notice (the “Review Notice”) of its intent to review Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections relating to the Statement issued by Landlord Operating Expenses and T▇▇▇▇▇’s Proportionate Share for such calendar year. Within fifteen (the “Audit Notice”). Upon the 15) days after receipt by Landlord of an Audit a timely Review Notice, Landlord shall instruct make such books and records available to Tenant or Tenant’s agent for its property manager for review at either Landlord’s office or at the Building Premises, provided that if T▇▇▇▇▇ retains an agent to meet with a designated employee 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 Landlordreview L▇▇▇▇▇▇▇’s books and records at for any calendar year, such agent must not be compensated on a contingent fee basis. If Tenant elects to review L▇▇▇▇▇▇▇’s books and records, within sixty (60) days after such books and records are made available to Tenant, Tenant shall have the property managerright to give Landlord written notice stating in reasonable detail any objection to L▇▇▇▇▇▇▇’s office relating statement of actual Operating Expenses for such calendar year. If Tenant fails to give Landlord written notice of objection within such sixty (60) day period or fails to provide Landlord with a Review Notice within the sixty (60) day period provided above, Tenant shall be deemed to have approved L▇▇▇▇▇▇▇’s statement of Operating Expenses in all respects and shall thereafter be barred from raising any claims with respect thereto. Upon L▇▇▇▇▇▇▇’s receipt of a timely objection notice from T▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between L▇▇▇▇▇▇▇’s statement and T▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the calendar year in question are less than reported, Landlord shall forthwith provide Tenant with a credit against future rent in order to attempt to resolve the issues raised amount of any overpayment by Tenant in (or if the Audit Notice. IfTerm has expired or otherwise been terminated, then Landlord reimburse Tenant within thirty (30) days after Landlord’s receipt of the Audit Notice, such mutual determination). If Landlord and Tenant determine that Operating Expenses for the calendar year in question are unable greater than reported, Tenant shall pay to resolve Tenant’s objections, then not later than fifteen Landlord within thirty (1530) days after the expiration amount of such 30-day periodunderpayment by Tenant. If Landlord and T▇▇▇▇▇ are unable, Tenant may conduct despite their good faith effort, to agree on the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses for the calendar year in accordance with the terms and conditions of this Lease. All costs and expenses of any question, then such audit amount shall be paid determined by independent certified public accountant (whose compensation shall not be based upon a contingency fee basis) mutually acceptable to Landlord and Tenant and such accountant’s determination shall be binding on the parties hereto. ii. If, as a result of an agreement of Landlord and Tenant or the determination of the accountant selected by Landlord and Tenant; provided, however, in Landlord is found to have overstated the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse pay for the actual costs incurred by Tenant for Tenant’s reasonablein completing any audit pursuant to this Section 6(e) and, out-of-pocket as applicable, the cost of the audit (but in no event accountant engaged by Landlord and Tenant pursuant to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenantthis Section 6(e). iii. Any audit performed information obtained by Tenant pursuant to the terms provisions of this subsection Section shall be conducted only by treated as confidential. Tenant shall have the Acceptable Accountants at the offices right to perform such review or audit of Landlord’s property manager. Notwithstanding anything contained books, records and documents as provided for herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no not more often than once per during each 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and void.

Audit Right. In Provided that Tenant is current in its payment of Rent at the event that within ninety (90) days after time of Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameAudit Notice (defined below), Tenant shall have the right to examine, copy and audit Landlord’s books and records establishing the Operating Costs set forth herein, for the calendar year immediately preceding Landlord’s year-end reconciliation statement of Operating Costs for the specific calendar year in accordance with this subsectionquestion. Tenant shall exercise such audit right by providing give Landlord with a at least ten (10) business days prior written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon ) of its intention to examine and audit such books and records, and such examination and audit shall take place at Landlord’s or Landlord’s building manager’s office no later than one hundred twenty (120) days following Tenant’s receipt of any year-end reconciliation statement and shall be completed no later than ninety (90) days following the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of date Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable was first given access to Landlord’s books and records at records. Before conducting any audit, Tenant must pay the property managerfull amount of Tenant’s office relating Percentage of Operating Costs billed. No subtenant shall have any right to Operating Expenses conduct an audit. As a condition to performing any such inspection, Tenant and its examiners may be required to execute and deliver to Landlord an agreement to keep confidential any information which Tenant and the examining party discover about the Building in connection with such examination, except for the calendar year in question in disclosures required by law, court order or regulatory authorities, or to attempt to resolve the issues raised by Tenant in the Audit Notice. IfTenant’s attorneys, within thirty (30) days after Landlord’s receipt accountants, auditors, or potential purchasers of the Audit Notice, Tenant company. Tenant agrees to use for such audit a certified public accountant or a firm specializing in accounting matters and approved by Landlord (such approval not to be unreasonably withheld) that is not being paid on a contingency fee basis. All costs of the examination and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid borne by Tenant; , provided, however, in if the event it is ultimately determined audit reveals that Landlord has Landlord’s determination of Operating Costs was overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the reasonable cost of the audit (but in no event audit, not to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant10,000.00. Any audit performed If, pursuant to the terms audit, the payments made for such year by Tenant exceed Tenant’s required payment on account thereof for such year, such overpayment shall be credited against Fixed Rent next due, or refunded to Tenant if the Term of this subsection shall be conducted only Lease has then expired and Tenant has no further payment obligation to Landlord; but, if the payments made by Tenant for such year are less than Tenant’s required payment as established by the Acceptable Accountants at examination and audit, Tenant shall pay the offices deficiency to Landlord within thirty (30) days after conclusion of the examination and audit. If there is any dispute over the results of the audit, Landlord shall have ninety (90) days following receipt of the audit results to obtain an audit from an accountant of Landlord’s property manager. Notwithstanding anything contained herein to the contrarychoice, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year at Landlord’s cost and each such audit shall relate only to the calendar year most recently endedexpense. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Landlord’s and Tenant’s right to audit such year’s Statement accountants shall be null unable to reconcile the results which thirty (30) days following completion of Landlord’s accountants’ review, then, both accountants shall mutually agree upon a third accountant whose determination shall be conclusive. The cost of any such third accountant shall be shared equally between Landlord and voidTenant.

Audit Right. In Provided Tenant shall have timely paid all amounts invoiced by Landlord on account of Operating Costs for the event applicable Operating Year, Landlord shall permit Tenant and its accountants, at Tenant’s expense except as otherwise hereinafter provided, to review, at Landlord’s home office or other location containing such records, any of Landlord’s invoices and statements relating to Operating Costs for such Operating Year, provided that such review is commenced within ninety four (904) days after months of Tenant’s receipt of the Final Statement for the prior calendar year, and thereafter undertaken by Tenant reasonably believes that certain and its accountants (but not any party compensated by Tenant on a contingency fee arrangement) with due diligence. If Tenant objects to Landlord’s accounting of the any Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameCosts and elects to review Landlord’s documentation as provided above, Tenant shall have the right to audit complete its review of Landlord’s books invoices and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice statements within two (2) months of Tenant’s exercise the commencement of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to review. On or before the Statement issued by Landlord date six (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”6) 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 at the property manager’s office 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 thirty (30) days after Landlord’s months following receipt of the Audit NoticeFinal Statement, Tenant shall notify Landlord and that Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after disputes the expiration correctness of such 30-day periodaccounting, Tenant specifying the particular line items in which the accounting is claimed to be incorrect. If such dispute has not been settled by agreement within two (2) months thereafter, either party may conduct submit the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating dispute to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses arbitration in accordance with the terms and conditions commercial arbitration rules of this Leasethe American Arbitration Association. All costs and expenses The decision of any such audit the arbitrators shall be final and binding on Landlord and Tenant and judgment thereon may be entered in any court of competent jurisdiction. If it should be agreed or decided that Operating Costs were overstated by five percent (5%) or more, then Landlord shall promptly reimburse Tenant for the reasonable costs incurred by Tenant in reviewing Landlord’s invoices and statements, Tenant’s reasonable arbitration costs plus any excess amount paid by Tenant; providedTenant on account of overstated Operating Costs and interest at the Default Rate. If it should be agreed or decided that Operating Costs were not overstated at all, howeverthen Tenant shall, as Additional Rent, promptly reimburse Landlord for its costs incurred in the event arbitration and in preparing for Tenant’s review of invoices and statements, and if Operating Costs shall have been understated or Tenant shall not have paid the Operating Cost Excess in full, Tenant shall, as Additional Rent, promptly pay any deficiency in the payments thereafter made on account of Operating Cost Excess. If it is ultimately determined should be agreed or decided that Landlord has Operating Costs were overstated Operating Expenses by more less than five percent (5%), then Landlord shall promptly reimburse Tenant any excess amount paid by Tenant on account of overstated Operating Costs, with interest at the Default Rate, and each party shall be responsible for its own costs incurred in connection with such dispute. Tenant shall keep confidential (and shall cause any third party assisting Tenant with any such audit to keep confidential) all information obtained during the audit process including any settlements or arbitration awards made. Landlord may require Tenant to execute and deliver a separate confidentiality agreement further specifying Tenant’s reasonableobligations and Landlord’s remedies for breach, out-of-pocket cost as a condition to commencement of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidaudit.

Audit Right. In the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to cause a certified public accountant to audit the Operating Expenses by inspecting Landlord’s books and records in accordance with this subsectiongeneral ledger of expenses. Tenant shall exercise such audit right by providing give [NUMBER IN WORDS] ([NUMBER]) days’ notice to Landlord with a written notice of Tenant’s exercise of such intent to audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Tenant Audit Notice”). Upon the After receipt by Landlord of an Tenant’s Audit Notice, Landlord shall instruct its property manager promptly make the applicable records available to Tenant’s auditor for the Building audit. Tenant shall submit a written audit report to meet Landlord within [NUMBER IN WORDS] ([NUMBER]) days after the applicable records are made available to Tenant’s auditor. (a) If the audit report shows that the payments actually made by Tenant with a designated employee 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 at the property manager’s office relating respect to Operating Expenses for the calendar year Operating Year in question in order exceeded Tenant’s Share of Operating Expense (Actual) for such Operating Year, Landlord shall at Tenant’s option either: (i) credit the excess amount to attempt the next succeeding installments of Tenant’s Share of Operating Expenses; or (ii) pay the excess to resolve Tenant within [NUMBER IN WORDS] ([NUMBER]) Business Days after delivery of such audit report. If the issues raised audit report shows that ▇▇▇▇▇▇’s payments with respect to Operating Expenses for such Operating Year were less than Tenant’s Share of the Operating Expense for such Operating Year, Tenant shall pay the deficiency to Landlord within [NUMBER IN WORDS] ([NUMBER]) Business Days after delivery of such audit report. (b) All information obtained by Tenant and/or its auditor in the Audit Notice. Ifconnection with such audit, within thirty (30) days after Landlord’s receipt of the Audit Noticeas well as any compromise, settlement, or adjustment reached between Landlord and Tenant are unable as a result thereof, shall be held in strict confidence and, except as may be required pursuant to resolve litigation, shall not be disclosed to any third party, directly or indirectly, by Tenant or its auditor or any of their officers, agents, or employees. Landlord may require Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not auditor to execute a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a separate confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with affirming the foregoing procedures no more often than once per calendar year and each such audit shall relate only as a condition precedent 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidany audit.

Audit Right. In the event that Tenant, within ninety one hundred eighty (90180) days after Tenantreceiving an Expense Statement, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s receipt records of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve which the issues raised by Tenant in the Audit NoticeExpense Statement applies (an “Expense Year”). If, within thirty (30) days Within a reasonable time after Landlord’s receipt of the Audit Review Notice, Landlord and shall make all pertinent records available for inspection that are reasonably necessary for Tenant are unable to resolve Tenantconduct its review. If Tenant retains an agent to review Landlord’s objectionsrecords, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall agent must be performed by an independent, reputable with a certified public accounting firm charging for its services (“CPA Firm”) licensed to do business in Colorado and which shall not be compensated on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) fee basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined if following an Objection Notice (as defined below), Landlord and Tenant determine that Landlord has overstated Operating Expenses for the Building, or the amount charged to Tenant by Landlord, for the year in question were less than stated or appropriately charged hereunder by more than five percent (5%), then Landlord Landlord, within sixty (60) days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but reasonable amounts paid by Tenant to the CPA Firm in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid connection with such review by Tenant. Any audit performed pursuant Within thirty (30) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to the terms of this subsection shall be conducted only by Expense Statement for that Expense Year. If Tenant fails to give Landlord an Objection Notice within the Acceptable Accountants at thirty (30) day period or fails to provide Landlord with a Review Notice within the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contraryone hundred eighty (180) day period described above, Tenant shall be entitled deemed to exercise its have approved Landlord’s Expense Statement and shall be barred from raising any claims regarding the Operating Expenses for that Expense Year. Notwithstanding anything to the contrary contained herein, if Tenant’s audit of Operating Expenses with respect to any Expense Year determines that a category or subcategory of Operating Expenses has been erroneous in any respect in such Expense Year, then Tenant shall have the right pursuant to this subsection only examine Operating Expenses for the two (2) Expense Years preceding the Expense Year that was the subject of Tenant’s original Review Notice, provided that Tenant’s examination thereof shall be in strict accordance with the foregoing procedures no more often than once per calendar year described above; and each such audit the Parties shall relate only to make an appropriate adjustment in the calendar year most recently endedcharges for Operating Expenses or a refund thereof in accordance with the procedures described above. The records obtained by Tenant shall be treated as confidential. In the no event that shall Tenant fails be permitted to notify Landlord within the foregoing 90-day period that examine Landlord’s records or to dispute any Expense Statement unless Tenant objects has paid and continues to the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidpay all rent when due.

Audit Right. In (a) Landlord shall maintain accounting books and records reflecting the event that within Operating Expenses and Real Estate Taxes of the Building substantially in accordance with generally acceptable accounting principals ("GAAP") and sound accounting and management practices. Within ninety (90) days after Tenant’s receipt by Tenant of the Statement Landlord's statement of actual Operating Expenses and Real Estate Taxes incurred for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant and Tenant's agents and accountants shall have the right to inspect and audit Landlord’s 's books and records in accordance relating to Operating Expenses and Real Estate Taxes for the Building (the "Records"), at Landlord's office, during normal business hours upon fifteen (15) days' prior written notice. (b) If Tenant, after having a reasonable opportunity to examine the Records, disagrees with this subsection. Landlord's statement, then Tenant shall exercise such audit right by providing Landlord with may send a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit "Dispute Notice”"), specifying in reasonable detail the basis for Tenant's disagreement, the amount of the Additional Rent that Tenant claims was due for the applicable calendar year and the amount of any refund claimed to be due Tenant. Upon Anything herein to the receipt by contrary notwithstanding, Tenant shall not delay or withhold payment of any balance shown to be due INDUSTRIAL LEASE pursuant to Landlord's statement because of any objection that Tenant may raise with respect thereto. (c) If Landlord agrees with the Dispute Notice, the parties shall enter into a written agreement confirming such error and then Tenant shall be entitled to a credit against future Minimum Annual Rent for said overpayment (or a refund of an Audit any overpayment if the Lease Term has expired) or Tenant shall pay to Landlord the amount of any underpayment, as the case may be. (d) If Landlord disagrees with the Dispute Notice, Landlord shall instruct its property manager for notify Tenant of such disagreement within forty-five (45) days following Landlord's receipt of the Building Dispute Notice, and thereafter Landlord and Tenant shall use good faith efforts to meet with a designated employee 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 at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt try to resolve the issues raised by issue. Notwithstanding the foregoing, however, if Landlord and Tenant in fail to resolve the Audit Notice. If, issue within thirty (30) days after Landlord’s receipt 's delivery of Landlord's notice of objection, and the Audit disagreement involves more than $10,000.00, either party may, by delivery of written notice to the other party (the "Operating Expenses Arbitration Notice"), elect to resolve the issue through arbitration. (e) If either party delivers an Operating Expenses Arbitration Notice, then Landlord and Tenant are unable shall use commercially reasonable efforts to select an arbitrator to resolve the issue. Such arbitrator shall be an accountant, unaffiliated with Landlord or Tenant’s objections, then not later than fifteen specializing in real estate matters, with at least ten (1510) days after years prior experience in the expiration metropolitan area in which the Leased Premises are located and with a working knowledge of current operating expense pass-through practices. The determination of such 30-day period, Tenant may conduct the audit. Such audit arbitrator shall be performed by an independent, reputable certified public accounting firm charging for its services binding on an hourly rate (both Landlord and not a contingent fee) basis (“Acceptable Accountants”) Tenant as to the amount of Real Estate Taxes and Operating Expenses for the purpose applicable calendar year. (f) If, following the determination of inspecting Tenant's Proportionate Share of Real Estate Taxes and auditing Operating Expenses pursuant to this SECTION 3.05, Landlord’s books 's calculation of Tenant's Proportionate Share of Real Estate Taxes and records Operating Expenses for the Building relating to the objections raised inspected calendar year resulted in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses an overpayment by more than five percent (5%)) of Tenant's Proportionate Share of Real Estate Taxes and Operating Expenses, then Landlord shall reimburse Tenant for also pay the reasonable fees and expenses of Tenant’s reasonable's independent professionals, out-of-pocket cost if any, conducting said inspection, as well as the costs of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenantarbitrator, if applicable. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contraryOtherwise, Tenant shall pay all costs of Tenant's independent professionals and the costs of the arbitrator, if applicable. (g) All of the information obtained through Tenant's inspection with respect to financial matters (including, without limitation, costs, expenses and income) and any other matters pertaining to Landlord, the Leased Premises, the Building and/or the Park as well as any compromise, settlement or adjustment reached between Landlord and Tenant relative to the results of the inspection shall be entitled to exercise its audit right pursuant to this subsection only held in strict accordance with the foregoing procedures no more often than once per calendar year confidence by Tenant and each such audit its officers, agents, and employees; and Tenant shall relate only cause its independent professionals to the calendar year most recently endedbe similarly bound. In the event that Tenant fails to notify Landlord The obligations within the foregoing 90-day period that Tenant objects to preceding sentence shall survive the Statement, then Tenant’s right to audit such year’s Statement shall be null and voidexpiration or earlier termination of the Lease.

Audit Right. In the event that within ninety Within one hundred eighty (90180) days after Tenant’s receipt of a Statement by Tenant ("Review Period"), if Tenant disputes the Statement for amount set forth in the prior calendar yearStatement, Tenant's employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord ("Review Notice") and at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant reasonably believes is not then in default after expiration of all applicable cure periods and provided further that certain Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Notwithstanding the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameforegoing, Tenant shall only have the right to audit review Landlord’s books and 's records in accordance with this subsectionone (1) time during any twelve (12) month period. Tenant shall exercise If after such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticeinspection, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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, but within thirty (30) days after Landlord’s receipt of the Audit Review Period, Tenant notifies Landlord in writing ("Dispute Notice") that Tenant still disputes such amounts, a certification as to the proper amount shall be made, at Tenant's expense, by an independent certified public accountant selected by Landlord and Tenant are unable who is a member of a nationally or regionally recognized accounting firm with experience auditing records of Landlord or landlords of Comparable Buildings, using sound real estate, management and accounting practices, consistently applied. Tenant's failure to resolve Tenant’s objections, then not later than fifteen deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (1530) days after the expiration Review Period shall be deemed to constitute Tenant's approval of such 30-day periodStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant may conduct timely delivers the auditReview Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. Such audit shall be performed However, if such certification by an independentthe accountant proves that the Direct Costs charged to Tenant, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, as set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the cost of the audit (but accountant and the cost of such certification shall be paid for by Landlord, provided that in no event to exceed the lesser shall Landlord be responsible for costs hereunder in excess of the amount of such overstatement. Promptly following the overcharge parties' receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Tenant or $2,000.00) plus agrees that this section shall be the sole method to be used by Tenant to dispute the amount determined to have been overpaid of any Direct Costs payable by Tenant. Any audit performed Tenant pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Lease, and Tenant hereby waives any other rights at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only law or 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidequity relating thereto.

Audit Right. Lessor shall maintain records concerning estimated and actual Building Operating Expenses and Common Area Operating Expenses, including Utilities, allocable to the Premises and Project for no less than one hundred eighty (180) days following the period covered by the statement or statements furnished Lessee, after which time Lessor may dispose of such records. Provided that Lessee is not then in default beyond applicable notice and cure periods with respect to its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Lessee is not otherwise in default under this Lease, Lessee may, at Lessee’s sole cost and expense, cause a Qualified Person (defined below) to inspect Lessor’s records. Such inspection, if any, shall be conducted no more than once each calendar year, during Lessor’s normal business hours within one hundred twenty (120) calendar days after receipt of Lessor’s written statement of Building Operating Expenses and Common Area Operating Expenses, including Utilities, allocable to the Premises and Project for the previous calendar year. In the event that within ninety (90) days after Tenant’s receipt the results of the Statement review of records reveal that Lessee has overpaid obligations for a preceding period, the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise amount of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenantoverpayment shall be credited against Lessee’s objections subsequent installment of Base Rent, Additional Rent or other payments due to Lessor under the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit NoticeLease, Landlord shall instruct its property manager for the Building or as applicable, reimbursed to meet with a designated employee 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 at the property manager’s office 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, Lessee within thirty (30) days after Landlord’s receipt of following the Audit NoticeExpiration Date. In the event that such results show that Lessee has underpaid its obligations for a preceding period, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration amount of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit underpayment shall be paid by Tenant; provided, however, in Lessee to Lessor with the event it is ultimately determined that Landlord has overstated next succeeding installment obligation of estimated Building Operating Expenses and Common Area Operating Expenses allocable to the Premises. If the actual Building Operating Expenses and Common Area Operating Expenses, and Utilities allocable to the Premises and Project for any given calendar year were improperly computed and if the actual Building Operating Expenses and Common Area Operating Expenses, and Utilities allocable to the Premises and Project are overstated by more than five percent (5%), then Landlord Lessor shall reimburse Tenant Lessee for Tenant’s reasonable, all reasonable out-of-pocket cost of the audit (but its audit. Qualified Person shall be defined as an accountant or other person experienced in no event to exceed the lesser accounting for income and expenses of the amount of the overcharge to Tenant office projects, who is engaged on terms which do not entail any compensation based or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant measured in any way upon any savings in Additional Rent or reduction in Building Operating Expenses and Common Area Operating Expenses, and Utilities allocable to the terms of Premises and Project achieved through the inspection process described in this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidSection 3.6.

Audit Right. In the event that within ninety Within one hundred twenty (90120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s receipt employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameforegoing, Tenant shall only have the right to audit review Landlord’s books and records in accordance with this subsectionone (1) time during any twelve (12) month period. Tenant shall exercise If after such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticeinspection, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s receipt of the Audit Noticestandard accounting practices, at Tenant’s expense (except as provided below), by an independent certified public accountant selected by Landlord and Tenant are unable to resolve who is a member of a nationally or regionally recognized accounting firm. Tenant’s objections, then not later than fifteen failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (1530) days after the expiration Review Period shall be deemed to constitute Tenant’s approval of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate Statement and (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, except in the event it of fraud or intentional misrepresentation by Landlord) Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is ultimately determined to be based. However, if such certification by the accountant proves that Landlord has the Direct Costs set forth in the Statement were overstated Operating Expenses by more than five three percent (53%), then Landlord shall reimburse Tenant for the cost of Tenant’s reasonable, out-of-pocket accountant and the cost of such certification shall be paid for by Landlord. Promptly following the audit (but in no event parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to exceed each other, as are determined to be owing pursuant to such certification. Tenant agrees that this section shall be the lesser of sole method to be used by Tenant to dispute the amount of the overcharge to any Direct Costs payable by Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Lease, and Tenant hereby waives any other rights at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only law or 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidequity relating thereto.

Audit Right. In the event that within ninety (90) days after of any dispute regarding the amount due as Tenant’s receipt 's Pro Rata Share of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within and/or the term “amount due as Operating Expenses” or that Landlord has erred in calculating sameExpenses pursuant to Lease Section 4, Tenant shall have the right right, after reasonable notice and at reasonable times, to audit inspect and photocopy Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 's accounting records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit NoticeLandlord's office. If, after such inspection and photocopying, Tenant continues to dispute the amount of its Pro Rata Share of Operating Expenses, Tenant, or an agent designated by Tenant, shall be entitled to audit and/or review Landlord's records to determine the proper amount of its Pro Rata Share of Operating Expenses. If such audit or review reveals that Landlord has overcharged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord’s receipt of the Audit Notice, Landlord and shall reimburse Tenant are unable the amount of such overcharge plus interest thereon at the Interest Rate pursuant to resolve Tenant’s objectionsSecond Lease Addendum Section 45. If the audit reveals that Tenant was undercharged, then not later than fifteen within thirty (1530) days after the expiration results of the audit are made available to Tenant, Tenant shall reimburse Landlord the amount of such 30-day periodundercharge plus interest thereon at the Interest Rate. If Landlord desires to contest such audit results, Landlord may do so by refusing to pay Tenant and Tenant may conduct seek judicial relief and enforcement. Tenant agrees to pay the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose cost of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, provided that if the Acceptable Accountants audit reveals that Landlord's determination of Tenant's Pro Rata Share of Operating Expenses as set forth in any Statement (such statement submitted pursuant to and defined in Lease Section 4 (Rental Adjustment)) sent to Tenant must enter into a confidentiality agreement whereby was in error in Landlord's favor by more than ten percent (10%), Landlord shall pay the Acceptable Accountants and Tenant agree to keep the results and findings cost of such audit confidentialnot to exceed $1,000. Such audit Landlord shall be limited required to a determination maintain records of whether or not Landlord calculated the all Operating Expenses in accordance with and other Rent Adjustments for the terms and conditions entirety of this Leasea six-month period ("Review Period") following Landlord's delivery to Tenant of each Statement setting forth Tenant's Pro Rata Share of Operating Expenses. All costs and expenses The payment by Tenant of any such audit amounts pursuant to Lease Section 4 (Rental Adjustment) shall not preclude Tenant from questioning the correctness of any Statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object thereto prior to the expiration of the Review Period shall be paid by conclusively deemed Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost 's approval of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and void.

Audit Right. In the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, So long as Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are is not properly included within the term “Operating Expenses” or that Landlord has erred in calculating samedefault under this Lease beyond any applicable cure periods, Tenant shall have the right to have a certified public accounting firm, acting as Tenant’s agent, and with demonstrated experience in review of leasehold operating expenses (provided that any such 3rd party auditor shall provide such service on a non-contingency basis), examine, copy and audit Landlord’s books and records in accordance with this subsectionestablishing the Operating Costs for any year for a period of 180 days following the date that Tenant receives the Operating Cost Report for such year from Landlord. Tenant shall exercise such audit right by providing give Landlord with a written not less than 15 days’ prior notice of its intention to examine and audit such books and records, and such examination and audit shall take place at such place at the Building or such other location in Austin, Texas as Landlord routinely maintains such books and records. All costs of the examination and audit shall be borne by Tenant; provided however, for any Fiscal Year, if the audit shows that the Operating Cost Report being audited was overstated by more than 5%, then Landlord shall pay the reasonable cost of such audit. If, pursuant to the audit, the payments made for such year by Tenant exceed Tenant’s exercise of required payment on account thereof for such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticeyear, Landlord shall instruct its property manager for credit the Building to meet with a designated employee amount of overpayment against subsequent obligations of Tenant with respect to Operating Cost Share Rent (or promptly refund such overpayment if the “Term of this Lease has ended and Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access has no further obligation to Landlord’s books and records at ); but, if the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised payments made by Tenant in for such year are less than Tenant’s required payment as established by the Audit Notice. Ifexamination and audit, Tenant shall pay the deficiency to Landlord within thirty (30) 30 days after Landlord’s receipt conclusion of the Audit Noticeexamination and audit, Landlord and Tenant are unable the obligation to resolve Tenant’s objections, then not later than fifteen (15) days after make such payment for any period within the Term shall survive expiration of such 30-day period, the Term. If Tenant may conduct the audit. Such does not elect to exercise its right to examine and audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for any year within the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of time period provided for by this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contraryparagraph, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures have 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 Statement, then Tenant’s further right to audit challenge Landlord’s Operating Cost Report for such calendar year’s Statement shall be null and void.

Audit Right. In Provided there is no Event of Default nor any event which, with the event passage of time and/or the giving of notice would constitute an Event of Default, Tenant may, upon at least sixty (60) days’ prior written notice, inspect or audit Landlord’s records relating to Operating Costs for any periods of time within the previous fiscal year before the audit or inspection (it being understood and agreed that if Tenant cures all defaults before the expiration of applicable grace period(s), then Tenant shall then be entitled to perform such an audit or inspection). If Tenant fails to request an audit within ninety sixty (9060) days after Tenant’s the Year End Statement has been delivered to Tenant and/or fails to complete any such audit or inspection within one hundred eighty (180) days after receipt of the Statement Year End Statement, then Tenant shall be deemed to have waived its right to object to the determination of the amount due by Tenant under this Section 5.2 for the prior calendar year, Tenant reasonably believes that certain of year in question and the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” determination thereof as set forth on such statement shall be final. Tenant’s audit or that Landlord has erred in calculating same, Tenant inspection shall have the right to audit be conducted only at Landlord’s books and records in accordance with this subsectionoffices or the offices of Landlord’s property manager during business hours reasonably designated by Landlord. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise pay the cost of such audit right within or inspection. Tenant may not conduct an inspection or have an audit performed more than once during any fiscal year. If such 90-day period inspection or audit reveals that an error was made in the determination of the amount due by Tenant under this Section 5.2, then, provided there is no Event of Default nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default, Tenant may credit the difference against the next installment of additional rent on account of Operating Costs due hereunder (it being understood and a statement enumerating reasonably detailed reasons for Tenant’s objections agreed that if Tenant cures all defaults before the expiration of applicable grace period(s), then Tenant shall then be entitled to such credit), except that if such difference is determined after the Statement issued by Landlord (end of the “Audit Notice”). Upon the receipt by Landlord of an Audit NoticeTerm, Landlord shall instruct its property manager for the Building refund such difference to meet with a designated employee 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 at the property manager’s office 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 thirty (30) days after such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve . If such inspection or audit reveals an underpayment by Tenant’s objections, then not later than fifteen Tenant shall pay to Landlord, as additional rent hereunder, any underpayment of any such costs, as the case may be, within ten (1510) days after the expiration receipt of such 30-day period, an invoice therefor. Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep maintain the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit or inspection confidential and shall not be paid by Tenant; providedpermitted to use any third party to perform such audit or inspection, howeverother than an independent firm of certified public accountants (A) reasonably acceptable to Landlord, (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the event results of such audit or inspection, and (C) which executes Landlord’s standard confidentiality agreement whereby it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost agree to maintain the results of the such audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenantinspection confidential. Any audit performed pursuant to the terms The provisions of this subsection Section 5.2(k) shall be conducted only by survive the Acceptable Accountants at the offices expiration or earlier termination of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidLease.

Audit Right. In After giving Landlord at least sixty (60) days' prior written notice thereof, Tenant may inspect or audit Landlord's records relating to Building Operating Costs for any periods of time within the event that previous fiscal year before the audit or inspection. However, no audit or inspection shall extend to periods of time before the Term Commencement Date. If Tenant fails to object to the calculation of Tenant's Percentage Share of Building Operating Costs on the Year-End Statement within ninety sixty (9060) days after such statement has been delivered to Tenant’s receipt , then Tenant shall be deemed to have waived its right to object to the calculation of the Statement Tenant's Percentage Share of Building Operating Costs for the prior calendar year, Tenant year in question and the calculation of Tenant's Percentage Share of Building Operating Costs set forth on such statement shall be final. Tenant's audit or inspection shall be conducted only at Landlord's offices or the offices of Landlord's property manager during business hours reasonably believes that certain of the Operating Expenses charged designated by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise pay the cost of such audit right within or inspection. Tenant may not conduct an inspection or have an audit performed more than once during any fiscal year. If such 90-day period and a statement enumerating reasonably detailed reasons for inspection or audit reveals that an error was made in the calculation of Tenant’s objections 's Percentage Share of Building Operating Costs previously charged to Tenant, then, provided there is not an Event of Default nor an event which, with the Statement issued by Landlord (passage of time and/or the “Audit Notice”). Upon the receipt by Landlord giving of notice would constitute an Audit NoticeEvent of Default, Landlord shall instruct its property manager for refund to Tenant any overpayment of any such costs, or Tenant shall pay to Landlord any underpayment of any such costs, as the Building to meet with a designated employee 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 at the property manager’s office 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. Ifcase may be, within thirty ten (3010) days after Landlord’s receipt notification thereof. If Tenant's inspection or audit reveals an overcharge 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket up to Five Thousand and No/100 Dollars ($5,000.00) of the reasonable cost of the such audit or inspection within thirty (but in no event to exceed the lesser 30) days of the amount receipt of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenanta reasonably detailed invoice therefor. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with maintain the foregoing procedures no more often than once per calendar year and each results of any such audit or inspection confidential and shall relate only not be permitted to use any third party to perform such audit or inspection, other than an independent firm of certified public accountants (A) reasonably acceptable to Landlord, (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the calendar year most recently ended. In results of such audit or inspection, and (C) which agrees with Landlord in writing to maintain the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to results of such audit such year’s Statement shall be null and voidor inspection confidential.

Audit Right. In the event that within ninety Within one hundred twenty (90120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s receipt employees or an independent certified public accountant (which accountant is a member of the Statement for the prior calendar yeara nationally or regionally recognized accounting firm), Tenant reasonably believes that certain designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records (pertaining to Landlord’s calculation of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” , Utility Expenses and Tax Expenses) at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or that Landlord has erred representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in calculating sameLandlord’s records in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to audit review Landlord’s books and records in accordance with this subsectionone (1) time during any twelve (12) month period. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections failure to dispute the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections amounts set forth in any Statement within the Audit NoticeReview 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. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office 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. IfIf after such inspection, but within thirty (30) days after Landlordthe Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made, at Tenant’s receipt of the Audit Noticeexpense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant are unable and the accountant to resolve Tenant’s objections, then not later than fifteen (15) days after provide Tenant and the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance accountant with the terms information upon which the certification is to be based. However, if such certification by the accountant proves that the total amount of Operating Expenses, Utility Expenses and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, Tax Expenses set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonablethe actual, out-of-pocket documented and reasonable cost of the audit (but in accountant and such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. In no event shall Landlord or its property manager be required to exceed (i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than making available such accounting records as are described in this paragraph. Landlord shall not liable for the lesser payment of any contingency fee payments to any auditor or consultant of Tenant. The provisions of this Section shall be the sole method to be used by Tenant to dispute the amount of the overcharge to Operating Expenses, Utility Expenses and Tax Expenses payable by Tenant under this Lease, and Tenant waives any other rights or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidremedies relating thereto.

Audit Right. In (a) For two (2) years following the event end of the calendar quarter to which they pertain, the records and the books of account of Purchaser and the Company with respect to the sales of the Products and any Derived Products shall be available for audit by the Seller Representative and its Representatives, during normal business hours, upon not less than ten (10) Business Days advance notice, and shall be made by the Seller Representative at its own expense, subject to the Seller Representative entering into a confidentiality agreement provided by the Company in substantially the form annexed hereto as Exhibit H. All such audits shall be at Purchaser’s or the Company’s principal place of business, during regular business hours, and in a manner that does not unreasonably interfere with Purchaser’s or Company’s business operations. Any such audits shall be at the sole expense of Seller, unless a variation or error in excess of Five Percent (5%) of the Contingent Purchase Price Payments actually paid is discovered in the course of any such audit, whereupon all costs relating thereto shall be paid by Purchaser, subject to the verification procedure described below. Purchaser shall pay to Seller within ninety twenty (9020) days of receiving notice from Seller the full amount of any underpayment, together with interest thereon at an annual rate equal to the lesser of (i) LIBOR plus five percent (5.00%) or (ii) the maximum rate permitted under applicable Law. If Purchaser disagrees with the determination by Seller that an underpayment has been made by Purchaser, Purchaser shall within twenty (20) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain notice from Seller of the Operating Expenses charged underpayment so inform Seller and the matter shall promptly and in good faith be referred by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameboth parties to a nationally recognized accounting firm for an independent verification of which party’s view is correct, Tenant which referral shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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 thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not take place no later than fifteen twenty (1520) days after the expiration date of Purchaser’s notification to Seller that Purchaser believes that Seller’s determination is in error. The compensation for such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it party whose view is ultimately determined that Landlord has overstated Operating Expenses not verified or upheld by more than five percent such accounting firm. (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00b) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant the Seller Representative shall not be entitled to exercise its the inspection and audit right pursuant to rights provided under this subsection only in strict accordance with the foregoing procedures no Section 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidduring any twelve (12) month period.

Audit Right. In the event that within ninety Within twelve (9012) days months after Tenant’s ▇▇▇▇▇▇'s receipt of the a Statement for a particular Expense Year (the prior calendar year"Audit Period"), if Tenant reasonably believes that certain disputes the calculation of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 such Statement, an independent certified public accountant designated and records at the property manager’s office relating to Operating Expenses paid for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If("Tenant's Accountant"), within thirty (30) days may after Landlord’s receipt of the Audit Notice, reasonable notice to Landlord and at reasonable times, audit Landlord's records with respect to the Statement, provided that no Tenant are unable to resolve Tenant’s objections, default is then not later than fifteen occurring under this Lease beyond applicable notice and cure periods. ▇▇▇▇▇▇'s Accountant must (15A) days after the expiration be a member of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable a nationally or regionally recognized certified public accounting firm charging for its services which has previous experience in auditing financial operating records of landlords, and (B) not be retained on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Noticecontingency fee basis. Prior to commencing In connection with such audit, the Acceptable Accountants following ▇▇▇▇▇▇▇▇’s request, ▇▇▇▇▇▇ and Tenant must enter into Tenant's Accountant shall execute a commercially reasonable confidentiality agreement whereby regarding such audit. Tenant's failure to audit the Acceptable Accountants and Tenant agree Operating Expenses set forth in any Statement within the Audit Period shall be deemed to keep the results and findings be Tenant's approval of such Statement and Tenant, thereafter, waives the right or ability to audit confidentialthe amounts set forth in such Statement. Such If after such audit, Tenant still disputes such Operating Expenses, an audit to determine the proper amount shall be limited made by an independent certified public accountant (the "Neutral Accountant") selected by Landlord and subject to a determination Tenant's reasonable approval. The costs of whether or not the Neutral Accountant shall be paid equally by Landlord calculated and Tenant; provided that if such audit by the Neutral Accountant proves that the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has subject Expense Year were overstated Operating Expenses by more than five three percent (53%), then Landlord shall reimburse Tenant for Tenant’s reasonable, the cost of the Neutral Accountant and the out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection 's Accountant shall be conducted only paid for by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and void.

Audit Right. In the event that within ninety (90a) days after Tenant’s receipt of the Statement for the Upon not less than five (5) days' prior calendar yearwritten notice, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant Lender shall have the right to audit Landlord’s the books and records of the Obligors (including those obtained from third parties) relating to sales or other transactions included in accordance with this subsectionthe definition of Intellectual Property Income for the purposes of determining the correctness of the Obligors' computation and payment of the Royalty. Tenant Such audit shall exercise be conducted during normal business hours by a national public accounting firm selected by Lender and reasonably acceptable to the Obligors. The cost and expense of one such audit right each calendar year shall be paid by providing Landlord the Obligors. Lender may conduct more frequent audits, but any additional audits shall be at Lender's cost and expense. The Obligors shall provide Lender and such accounting firm with a written notice access to all pertinent books and records and shall reasonably cooperate with such accounting firm's efforts to conduct such audit. If such audit determines that there has been an underpayment of Tenant’s exercise the aggregate Royalty due for the period being audited of more than $2,500 (an "Underpayment"), Lender shall notify the Obligors of the amount of such Underpayment (the "Underpayment Notice") and make the audit right within such 90-day papers for the relevant period and a statement enumerating reasonably detailed reasons for Tenant’s objections available to the Statement issued by Landlord Obligors. (b) Within five (5) Business Days after receipt of the Underpayment Notice, the Obligors may either inform Lender in writing that the Obligors agree with the calculation of the Underpayment or object to such calculation in writing, setting forth each of the Obligors' objections (the “Audit Notice”"Obligor Objections"). Any items included in the Underpayment Notice which are not disputed by the Obligors in the Obligor Objections shall be deemed agreed to by the Obligors. If the Obligors deliver the Obligor Objections and the parties do not resolve all such Obligor Objections on a mutually agreeable basis within fifteen (15) Business Days after Lender's receipt of the Obligor Objections, any Obligor Objections as to which Lender and the Obligors cannot agree upon may be submitted by either Lender or the Obligors to a mutually acceptable national public accounting firm (the "Designated Accounting Firm") for resolution as provided herein. If the Obligors and Lender are unable to agree on a mutually acceptable Designated Accounting Firm, then the Designated Accounting Firm shall be an independent accounting firm of nationally recognized reputation which shall be selected by lot after the Obligors and Lender have each proposed two (2) firms and excluded one (1) firm proposed by the other. Subject to the limitations set forth below, the Designated Accounting Firm shall have the power, authority and duty to resolve any outstanding Obligor Objections and the decision of the Designated Accounting Firm shall be final and binding upon the parties. Upon the receipt agreement of the parties or the decision of the Designated Accounting Firm, the calculation of the Underpayment, as adjusted based on the parties' agreement or the decision of the Designated Accounting Firm, as applicable, shall be final and conclusive. If the Obligors fail to deliver any Obligor Objections to Lender within the first five (5) Business Day period referred to above, the Underpayment Notice delivered by Landlord of an Audit Notice, Landlord shall instruct its property manager for Lender and the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections calculations set forth therein shall be final and binding on the parties. In resolving any disputed item, the Designated Accounting Firm (i) shall be bound by the provisions of this Section 2.5(b), (ii) may not assign a value to any item greater than the highest value claimed for such item or less than the lowest value for such item claimed by either Lender or the Obligors, (iii) shall restrict its decision to such items included in the Audit Notice. Landlord Obligor Objections which are then in dispute, (iv) may review only the written presentations of Lender and the Obligors in resolving any matter which is in dispute and (v) shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year render its decision in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, writing within thirty (30) 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) calendar days after the expiration disputed items have been submitted to it. Upon the resolution of such 30-day periodall Obligor Objections, Tenant may conduct the audit. Such audit calculation of the Underpayment shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for revised to reflect the purpose of inspecting and auditing Landlord’s books and records for resolution. If the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such auditObligors make any Obligor Objections, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All fees, costs and expenses of any such audit the Designated Accounting Firm shall be paid (i) by Tenant; providedthe Obligors if the Obligor Objections are resolved in favor of Lender, howeveror (ii) by Lender if the Obligor Objections are resolved in favor of the Obligors. If the Obligor Objections are resolved part in favor of the Obligors and part in favor of Lender, such fees, costs and expenses shall be shared by Lender and the Obligors in proportion to the event it aggregate amount of the Obligor Objections resolved in favor of the Obligors compared to the aggregate amount of the Obligor Objections resolved in favor of Lender. (c) If there is ultimately an Underpayment as finally determined that Landlord has overstated Operating Expenses by more than five percent (5%)in accordance with this Section 2.5, then Landlord the Obligors shall pay an amount to Lender equal to such Underpayment and shall reimburse Tenant Lender for Tenant’s reasonable, the reasonable out-of-pocket cost costs (including accountants' fees) incurred by Lender in connection with the audit contemplated in Section 2.5(a) above, in each case, within five (5) Business Days following the final determination of the audit (but Underpayment in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidthis Section 2.5.

Audit Right. In the event that within ninety (90) days after Tenant disputes the amount of Tenant’s receipt Pro Rata Share of Operating Expenses set forth in any annual statement delivered by Landlord, then subject to the terms and conditions of the Statement for the prior calendar year, Tenant reasonably believes that certain last sentence of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating samethis Section 4.5, Tenant shall have the right to audit provide Notice to Landlord that it intends to inspect and copy, or cause Tenant or its representatives to inspect and copy Landlord’s books accounting records for the expense year covered by such statement during normal business hours (“Tenant Review”), provided, however, that in the event that Tenant shall employ or retain a third party to inspect Landlord’s accounting records (a “Third Party Auditor”), then as a condition precedent to any such inspection, Tenant shall deliver to Landlord a copy of Tenant’s written agreement with such Third Party Auditor, which agreement shall include provisions which stated that (i) such Third Party Auditor will not use the results of the audit to solicit any other tenant of the Project with respect to an audit or other review of Landlord’s accounting records at the Project but nothing herein shall prevent the Third Party Auditor from representing another tenant of the Project, and records (ii) such Third Party Auditor shall maintain in accordance strict confidence any and all information obtained in connection with this subsectionthe Tenant Review and shall not disclose such information (except as required by law or pursuant to a properly issued subpoena), to any person or entity other than to the management personnel of Tenant and Tenant’s accountants and lawyers and assignees or subtenants of Tenant to the extent that the results of the audit would entitle or require the assignee or sublessee to a refund or to make an additional payment. Any Tenant Review shall take place in Landlord’s office at the Project or at such other location in San Mateo County as Landlord may reasonably designate, and Landlord will provide Tenant with reasonable accommodations for such Tenant Review and reasonable use of such available office equipment, but may charge Tenant for telephone calls and photocopies at Landlord’s actual cost. Tenant shall exercise such audit right by providing provide Landlord with a not less than two (2) weeks’ prior written notice of Tenant’s exercise of its desire to conduct such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to Tenant Review. In connection with the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticeforegoing review, Landlord shall instruct its property manager for furnish Tenant with such reasonable supporting documentation relating to the Building subject statement as Tenant may reasonably request, including any previous audit conducted by Landlord with respect to meet the expense year in question. In no event shall Tenant have the right to conduct such Tenant Review if Tenant is then in “Default,” as that term is defined in Article 15 under the Lease with a designated employee respect to Tenant’s monetary obligations, including, without limitation, the payment by Tenant of Tenant (the “Tenant Representative”) to discuss the objections set forth all Additional Rent amounts described in the Audit Noticestatement which is the subject of Tenant’s Review, which payment, at Tenant’s election, may be made under dispute. In the event that following Tenant’s Review, Tenant and Landlord shall provide continue to dispute the Tenant Representative with reasonable access to amounts of Additional Rent shown on Landlord’s books statement and records at the property manager’s office 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 thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objectionssuch dispute, then not later than fifteen (15) days after the expiration of such 30-day period, either Landlord or Tenant may conduct submit the audit. Such audit matter to arbitration pursuant to General Condition G of this Lease and the proper amount of the disputed items and/or categories of Operating Expenses to be shown on such statement shall be performed determined by such proceeding producing an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised Arbitration Award” as that term is defined in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions General Condition G of this Lease. All The Arbitration Award shall be conclusive and binding upon both Landlord and Tenant. If the resolution of the parties’ dispute with regard to the Additional Rent shown on the statement, pursuant to the Arbitration Award reveals an error in the calculation of Tenant’s Pro Rata Share of Operating Expenses to be paid for such expense year, the parties’ sole remedy shall be for the parties to make appropriate payments or reimbursements, as the case may be, to each other as are determined to be owing. Any such payments shall be made within thirty (30) days following the resolution of such dispute. Tenant shall be responsible for all costs and expenses of any such audit associated with Tenant’s Review, and Tenant shall be paid responsible for all reasonable audit fees, attorney’s fees and related costs of Tenant relating to an Arbitration Award (collectively, the “Costs”), provided that if the parties’ final resolution of the dispute involves the overstatement by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated of Operating Expenses by more than five for such expense year in .excess of four and one-half percent (54 1/2%), then Landlord shall reimburse Tenant be responsible for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event all Costs not to exceed the lesser of the actual amount of the overcharge Operating Expenses and/or Property Taxes to be paid or reimbursed to Tenant or $2,000.00) plus the amount determined as a result of such overpayment. An overcharge of Operating Expenses and/or Property Taxes by Landlord shall not entitle Tenant to have been overpaid by Tenantterminate this Lease. Any audit performed pursuant Subject to the terms of General Condition Q above, this subsection provision shall be conducted only by survive the Acceptable Accountants at termination of this Lease to allow the offices of Landlord’s property manager. Notwithstanding anything contained herein parties to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 endedenforce their respective rights hereunder. In the event that that, within three (3) years following receipt of any particular statement, Tenant fails or Landlord shall fail to notify fully and finally settle any dispute with respect to such statement and if neither Tenant nor Landlord within submit the foregoing 90-day period that Tenant objects dispute to arbitration in accordance with the Statementterms of General Condition G above, then Tenant’s Tenant shall have no further right to audit such year’s Statement shall be null and voidconduct a Tenant Review or to dispute the amount of Additional Rent set forth in the applicable statement, as applicable.

Audit Right. In (i) Landlord shall maintain books of account that shall be open to Tenant and its representatives. Tenant shall have the event that within ninety (90) days after right, at Tenant’s receipt of expense, to examine Landlord’s books and records relating to the Statement for Premises and the prior calendar year, Building so that Tenant reasonably believes can (i) determine that any Operating Expenses and/or other Expenses have been paid or incurred; (ii) confirm that certain of the Operating Expenses charged by Landlord include includes costs that are not properly included within the term “Operating Expenses” or ”, and/or (iii) to confirm Landlord’s calculation of Operating Expenses; provided that Landlord has erred in calculating sameif Tenant fails to exercise such right for more than twelve (12) months following its receipt of Landlord’s final written determination of Operating Expenses for a particular calendar year, Tenant shall be deemed to have the waived its right to audit and contest Landlord’s books determination of such Operating Expenses for that calendar year, and, in such event, Landlord’s determination for the applicable calendar year shall become final and records in accordance with binding on Landlord and Tenant for all purposes under this subsectionLease. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such ninety (90-day period and a statement enumerating reasonably detailed reasons for ) days following Tenant’s objections to the Statement issued by Landlord receipt of Landlord’s final written determination of Operating Expenses for a particular calendar year (the “Audit Notice”). Upon the receipt by Landlord of an If Tenant provides a timely Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office relating to Operating Expenses shall be open for copying or inspection at Landlord’s corporate business office upon reasonable notice and at reasonable times by Tenant and its duly authorized representatives, who shall have reasonable access to the same and the right to require of Landlord, its agents and employees, such information or explanation with respect to the same as may reasonably be necessary for a proper examination thereof. (ii) In the event that it is determined as a result of any audit by Tenant that the actual Operating Expenses for any calendar year in question in order to attempt to resolve are less than the issues raised amount paid by Tenant in for such calendar year, then the Audit Noticeamount of the excess shall be taken by Tenant as a credit against the next following installments of Rent payable by Tenant to Landlord until Tenant has deducted therefrom an amount equal to the amount of such credit or, if the Term has expired, the credit amount shall be paid by Landlord to Tenant within thirty (30) days after the date the amount Landlord owes Tenant has been determined. IfIf Tenant’s audit reveals Tenant has over paid Operating Expenses for any calendar year by more than five percent (5%) of the total actual Operating Expenses for such calendar year, Landlord shall, within thirty (30) days after Landlordthe date Landlord receives from Tenant an invoice therefore, pay to Tenant the actual cost of such audit. If Tenant’s receipt audit reveals that Tenant has underpaid Operating Expenses for any calendar year, then the amount of the Audit Notice, underpayment shall be paid to Landlord and by Tenant are unable to resolve Tenant’s objections, then not later than fifteen within thirty (1530) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of date the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have owes has been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voiddetermined.

Audit Right. In the event that If requested by Tenant within ninety (90) days after of the delivery of the annual reconciliation, Landlord shall provide or make available the supporting data upon which the actual Operating Expenses were calculated for Tenant’s receipt review. After delivery to Landlord of the Statement for the at least sixty (60) days prior calendar yearwritten notice at any time during such ninety (90) day period, Tenant reasonably believes that certain Tenant, at its sole cost and expense through any reputable accountant of the Operating Expenses charged national standing designated by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameit, Tenant shall have the right to examine and/or audit Landlord’s the books and records in accordance with this subsectionevidencing such expenses for the previous one (1) calendar year, during Landlord’s reasonable business hours but not more frequently than once during any calendar year. Tenant shall exercise may not compensate any such audit right by providing Landlord with accountant on a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”)contingency fee basis. Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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 thirty (30) 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 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the The results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit (and any negotiations between the parties related thereto) shall be paid maintained strictly confidential by Tenant and its accounting firm and shall not be disclosed, published or otherwise disseminated to any other party other than to Landlord and its authorized agents or Tenant; provided’s employees, howeveraccountants, real estate advisors, financial advisors and attorneys and as may be required by law or in any litigation or dispute arising out of such audit. If the audit accurately indicates that Landlord’s determination of Operating Expenses are overstated or understated, the overstatement or understatement, as the case may be, shall be reconciled in the event it is ultimately determined same manner as provided in Section 9.2 above, and if the audit accurately indicates that Landlord has Landlord’s determination of Operating Expenses overstated the actual Operating Expenses by more than at least five percent (5%), then provided that no monetary Event of Default has occurred, Landlord shall reimburse give Tenant a credit against future rental amounts for Tenant’s reasonable, out-of-pocket an amount equal to the reasonable and actual cost of the audit incurred by Tenant (but in no event shall such credit exceed $5,000.00). Landlord and Tenant each shall use its commercially reasonable efforts to exceed cooperate in such negotiations and to promptly resolve any discrepancies between Landlord and Tenant in the lesser accounting of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidexpenses.

Audit Right. In the event that within ninety Within sixty (9060) days after Tenant’s receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the Statement for amount set forth in the prior calendar yearStatement, Tenant's employees or an independent certified public accountant, designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant reasonably believes is not then in default after expiration of all applicable cure periods and provided further that certain Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Notwithstanding the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating sameforegoing, Tenant shall only have the right to audit review Landlord’s books and 's records in accordance with this subsectionone (1) time during any twelve (12) month period. Tenant shall exercise If after such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticeinspection, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s receipt of 's standard accounting practices, at Tenant's expense, by an independent certified public accountant selected by Landlord. Tenant's failure to deliver the Audit Notice, Landlord and Tenant are unable Review Notice within the Review Period or to resolve Tenant’s objections, then not later than fifteen deliver the Dispute Notice within thirty (1530) days after the expiration Review Period shall be deemed to constitute Tenant's approval of such 30-day periodStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant may conduct timely delivers the auditReview Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. Such audit shall be performed However, if such certification by an independentthe accountant proves that the Direct Costs charged to Tenant, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, as set forth in the event it is ultimately determined that Landlord has Statement were overstated Operating Expenses by more than five ten percent (510%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket the cost of the audit (but accountant and the cost of such certification shall be paid for by Landlord, provided that in no event to exceed the lesser shall Landlord be responsible for costs hereunder in excess of the amount of such overstatement. Promptly following the overcharge parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Tenant or $2,000.00) plus agrees that this section shall be the sole method to be used by Tenant to dispute the amount determined to have been overpaid of any Direct Costs payable by Tenant. Any audit performed Tenant pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants Lease, and Tenant hereby waives any other rights at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only law or 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 Statement, then Tenant’s right to audit such year’s Statement shall be null and voidequity relating thereto.

Audit Right. In Within ninety (90) days of receipt of an Expense Statement, Tenant shall be entitled to the event that following audit right. Such audit right shall be exercisable by Tenant providing Landlord with a written notice of its exercise of such audit right and a statement enumerating the reasons for Tenant's objections to such Expense Statement. If, within ninety (90) days after Tenant’s Landlord's receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a Tenant's written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee 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 at the property manager’s office 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 thirty (30) days after Landlord’s receipt of the Audit Noticestatement, Landlord and Tenant are unable to resolve Tenant’s 's objections, then then, not later than fifteen (15) business days after the expiration of such 30-day ninety (90)-day period, Tenant may conduct the audit. Such audit shall be performed by notify Landlord that it wishes to employ an independent, reputable certified public independent accounting firm charging for its services reasonably acceptable to Landlord to inspect and audit Landlord's books and records. If Tenant elects to employ such accountant as set forth above, then Tenant shall deliver to Landlord a confidentiality and nondisclosure agreement reasonably satisfactory to Landlord executed by such accountant, and provide Landlord not less than thirty (30) days notice of the date on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for which the purpose of inspecting and auditing accountant desires to examine Landlord’s 's books and records for the Building relating during regular business hours; provided, however, that such date shall be between thirty (30) and ninety (90) days after Tenant delivers to the objections raised in Tenant’s Audit NoticeLandlord such notice. Prior The firm engaged by Tenant to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of conduct such audit confidentialcannot be compensated on a "contingency" or "success fee" basis. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses Expense Statement in accordance with the terms and conditions of this Lease. _ All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenantexcept as otherwise expressly set forth below. Any audit performed pursuant to the terms of this subsection section shall be conducted only by the Acceptable Accountants at the offices of an independent certified public accounting firm reasonably acceptable to Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its right to audit right pursuant to this subsection Section 2(D) 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 most recent calendar year most recently endedcovered by the audited Expense Statement. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects Notwithstanding anything contained in this Section 2(D) to the contrary, if, upon a final resolution of any dispute between Landlord and Tenant regarding an Expense Statement (it being understood that the results of Tenant's audit shall not be dispositive or binding on Landlord), it is determined that a demonstrated error was made in the audited Expense Statement for such Adjustment Year and as a result of such error the amount of Expenses for such Adjustment Year where overstated by more than five percent (5%), Landlord shall reimburse Tenant for Tenant's reasonable out-of-pocket costs and expenses incurred in connection with the audit of such Expense Statement, then Tenant’s right to audit such year’s Statement shall be null and voidbut in no event more than Seven Thousand Five Hundred Dollars ($7,500.00).

Audit Right. In the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, So long as Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are is not properly included within the term “Operating Expenses” or that Landlord has erred in calculating samedefault under this Lease beyond any applicable notice and cure periods, Tenant shall have the right to have a certified public accounting firm, acting as Tenant’s agent, and with demonstrated experience in review of leasehold operating expenses (provided that any such 3rd party auditor shall provide such service on a non-contingency basis), examine, copy and audit Landlord’s books and records in accordance with this subsectionestablishing the Operating Costs for any year for a period of 180 days following the date that Tenant receives the Operating Cost Report for such year from Landlord. Tenant shall exercise such audit right by providing give Landlord with a written not less than 15 days’ prior notice of its intention to examine and audit such books and records, and such examination and audit shall take place at the Building. All costs of the accounting firm’s examination and audit shall be borne by Tenant; provided however, for any Fiscal Year after the earlier of (i) 2016 or (ii) the year occurring after the initial stabilization of the Building (meaning that the Building is at least 95% occupied), if the audit shows that the costs stated in the Operating Cost Report being audited was overstated by more than 3%, then Landlord shall pay the reasonable cost of such audit. If, pursuant to the audit, the payments made for such year by Tenant exceed Tenant’s exercise of required payment on account thereof for such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Noticeyear, Landlord shall instruct its property manager for credit the Building to meet with a designated employee amount of overpayment against Rent next coming due starting within 30 days after conclusion of the examination and audit (or refund such overpayment within 30 days after conclusion of the examination and audit if the Term of this Lease has ended and Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access has no further obligation to Landlord’s books and records at ); but, if the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised payments made by Tenant in for such year are less than Tenant’s required payment as established by the Audit Notice. Ifexamination and audit, Tenant shall pay the deficiency to Landlord within thirty (30) 30 days after Landlord’s receipt conclusion of the Audit Noticeexamination and audit, Landlord and Tenant are unable the obligation to resolve Tenant’s objections, then not later than fifteen (15) days after make such payment for any period within the Term shall survive expiration of such 30-day period, the Term. If Tenant may conduct the audit. Such does not elect to exercise its right to examine and audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for any year within the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of time period provided for by this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contraryparagraph, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures have 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 Statement, then Tenant’s further right to audit challenge Landlord’s Operating Cost Report for such calendar year’s Statement shall be null and void.