Common use of Audit Right Clause in Contracts

Audit Right. If Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 above, then Tenant shall have the right, at Tenant's cost, upon thirty (30) days' prior written notice to Landlord, to have Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Expenses and Tax Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months 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 4.6, 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. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized independent certified public accountant (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period) mutually approved by Landlord and Tenant, which approval shall not be unreasonably withheld or delayed (the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Tax 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 thirty (30) 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 or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), as selected by Tenant. If such audit reveals that Landlord has over- charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) 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 that was the subject of such audit overstated Operating Expenses and Tax Expenses by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.6, Tenant agrees to keep, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.

Audit Right. If Within one hundred twenty (123) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 above, then Tenant shall have the right, at Tenant's cost, upon thirty (30) days' prior written notice to Landlord, to have Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Expenses and Tax Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months 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 4.6, 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. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized 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 paid retained on a commission 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 (although Tenant shall be entitled to make payments “under protest” thereby preserving Tenant’s right to contest such payments) and provided further that Tenant and such accountant or contingency basis representative shall, and which has not been engaged by each of the 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’ records one (1) time during any twelve (12) month period. Tenant’s failure to dispute the amounts set forth in any Statement within the preceding five (5) year period) mutually approved by Landlord Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, which approval shall not be unreasonably withheld thereafter, waives the right or delayed (ability to dispute the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Tax Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of set forth in 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 thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performedsuch inspection, then the Accountant shall be one of the "Big 4" accounting firms or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), as selected by Tenant. If such audit reveals that Landlord has over- charged Tenant, then nut within thirty (30) days after the results Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be 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 such audit are made available to Landlord, a nationally or regionally recognized accounting firm. Landlord shall reimburse cooperate in good faith with Tenant and the accountant to show Tenant and the amount of accountant the information upon which the certification is to be based. However, if such over-charge. If certification by the audit reveals accountant proves that the Tenant was under-charged, then within thirty (30) days after Direct Costs set forth in 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 that was the subject of such audit were overstated Operating Expenses and Tax Expenses by more than ten percent (10%) or more ), then the cost of the actual Operating Expenses accountant and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess certification shall be paid by the Landlord. Promptly following the parties receipt of such certification, the amount of parties shall make such appropriate payments or reimbursements, as the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts case may be, to each other, as are determined to be owing pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.6, Tenant agrees to keep, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or auditscertification.

Audit Right. If In the event Tenant disputes the amount of the Operating Expenses and/or Tax Expenses Excess as set forth in the Statement for any a particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 aboveYear, then Tenant shall have the right, at Tenant's cost’s sole cost and not more frequently than once every calendar year, upon thirty after fourteen (3014) days' days prior written notice to Landlord, to have Tenant's authorized employees inspect, at Landlord's offices ’s office during normal business hours, Landlord's ’s books, records and supporting documents concerning the Operating Expenses and Tax Direct Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), inspection or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses Excess set forth in any such Statement Statement, unless Tenant notifies Landlord of such objection and dispute, dispute and completes such inspection, inspection within one-hundred and has the Accountant commence and complete such audit within twelve twenty (12120) months days immediately following Landlord's ’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 ’s exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 4.64.4.2, 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. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Direct Expenses set forth in the Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized an independent certified public accountant (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period) is mutually approved by Landlord and Tenant, which approval shall not be unreasonably withheld or delayed Tenant (the "“Accountant"”) to complete an audit of Landlord's ’s books and records pertaining to Direct Expenses to determine the proper amount of the Operating Expenses and Tax 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 thirty fourteen (3014) 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 or another nationally recognized accounting firm (firms, which is not paid on a commission or contingency basis and which has not been engaged is selected by Tenant within the preceding five (5) year period), as selected and reasonably approved by TenantLandlord. If such audit reveals that Landlord has over- over-charged Tenant, then within thirty ninety (3090) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-chargecharge 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 thirty ninety (3090) 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 ’s original Statement that which was the subject of such audit overstated Operating Expenses and Tax Expenses was in error to Tenant’s disadvantage by ten percent (10%) or more of the actual Operating Direct Expenses and Tax Expenses verified by which was the subject of such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object theretoto 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 for such Statement shall be conclusively deemed Tenant's ’s approval of the Statement in question and the amount of Operating Expenses and Tax Expenses Excess shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.64.4.2, Tenant agrees to keep, and to cause all of Tenant's ’s employees and consultants and the Accountant to keep, all of Landlord's ’s books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially such reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.

Audit Right. If Upon not less than seven (7) business days' ------------ ----------- prior written notice to Landlord and during regular business hours of Landlord, but not more often than once during any calendar year, Tenant disputes the amount and its authorized representatives (who, if not Tenant employees, must be employees of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 above, then Tenant an independent certified public accounting firm) shall have the rightright to audit, at Tenant's costsole cost and expense, upon thirty (30) days' prior written notice to Landlord, to have Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Expenses and Tax Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months 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 4.6, 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. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized independent certified public accountant (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period) mutually approved by Landlord and Tenant, which approval shall not be unreasonably withheld or delayed (the "Accountant") to complete an audit of Landlord's books and records relating to determine any determination of Rent (including Operating Expenses) within six (6) months after Tenant's receipt thereof. Any dispute between the proper amount parties hereto with respect to such statement shall be resolved by binding arbitration conducted in Los Angeles County, California, in accordance with the then existing rules of the Operating Expenses and Tax Expenses incurred and amounts payable by Tenant for American Arbitration Association, with the Expense Year which is arbitrator(s) to be an independent certified public accountant in good standing; judgment upon the subject of such Statement. Such audit award rendered by the Accountant arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, there shall not be final and binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as deemed to the identity of the Accountant within thirty (30) days after be such a dispute unless Tenant notifies Landlord that Tenant desires an audit to be performedthereof within six (6) months after Tenant's receipt of such statement. Notwithstanding the foregoing, then the Accountant shall be one of the "Big 4" accounting firms or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period)if, as selected a result of another tenant's audit, conducted by Tenant. If such audit reveals that Landlord an independent certified public accounting firm, the disputed issue has over- charged Tenantalready been resolved, then within thirty (30) days after Tenant shall accept the results of that audit. If there is a dispute and 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 audit amount to the payment(s) of Rent next coming due hereunder, and Tenant shall promptly pay to Landlord any amount agreed or determined to be due. All costs incurred by the arbitrator(s) shall be paid by the party or parties as determined by the arbitrator(s). Notwithstanding any contrary provision herein, if total Operating Expenses are made available determined to Landlordhave been overstated in such statement by more than five percent (5%), Landlord shall promptly reimburse to Tenant any reasonable audit fees paid by Tenant to its independent certified public accountant in connection with seeking the amount return of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenantoverpayment in question; otherwise, Tenant shall promptly reimburse to Landlord any reasonable audit fees paid by Landlord to its independent certified public accountant in connection with the amount of such under-charge. Tenant agrees to pay the cost of such foregoing audit unless it is subsequently determined that Landlord's original Statement that was the subject of such audit overstated Operating Expenses and Tax Expenses by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete or its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.6, Tenant agrees to keep, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or auditsrepresentatives.

Audit Right. If Within one hundred twenty (120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered Statement, Tenant’s employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm), designated by Landlord to Tenant pursuant to Section 4.3.2 aboveTenant, then Tenant shall have the rightmay, at Tenant's cost, upon thirty (30) days' prior written after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records (pertaining to Landlord’s calculation of Operating Expenses, to have Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Utility Expenses and Tax Expenses 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 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. Tenant’s failure to dispute the amounts set forth in any Statement within the Review 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; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months 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 4.6, 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. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentationinspection, but within thirty (30) days after the 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 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 accountant to provide Tenant and the accountant with the information upon which the certification is to be based. However, if such certification by the accountant proves that the total amount of the Operating Expenses, Utility Expenses and Tax Expenses set forth in the StatementStatement were overstated by more than five percent (5%), then Tenant the actual, documented and reasonable cost of the accountant and such certification shall have be paid for by Landlord. Promptly following the rightparties receipt of such certification, within the Review Periodparties shall make such appropriate payments or reimbursements, as the case may be, to cause a nationally recognized independent certified public accountant each other, as are determined to be owing pursuant to such certification. In no event shall Landlord or its property manager be required to (which is i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not paid on a commission 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 payment of any contingency basis and which has not been engaged fee payments to any auditor or consultant of Tenant. The provisions of this Section shall be the sole method to be used by Tenant within to dispute the preceding five (5) year period) mutually approved by Landlord and Tenant, which approval shall not be unreasonably withheld or delayed (the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses, Utility Expenses and Tax 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 under this Lease, and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) 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 waives any other rights or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), as selected by Tenant. If such audit reveals that Landlord has over- charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) 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 that was the subject of such audit overstated Operating Expenses and Tax Expenses by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object remedies relating thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.6, Tenant agrees to keep, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.

Audit Right. If Within one hundred eighty (180) days after receipt of a Statement by Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 above, then Tenant shall have the right, at Tenant's cost, upon thirty (30) days' prior written notice to Landlord, to have Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Expenses and Tax Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months 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 4.6, if 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. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized 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 paid retained on a commission 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 in the Seattle metropolitan area, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or contingency basis 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 confidence, provided such information may be disclosed to Tenant’s lawyers, advisors, lenders and others who have a legitimate need to know such information. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord's records one (1) time (which has not been engaged review may occur over a period of more than one day, as reasonably required) 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 Landlord's standard accounting practices, at Tenant's expense, by Tenant within the preceding five (5) year period) mutually approved a neutral, independent certified public accountant selected by Landlord and Tenant, who is a member of a nationally or regionally recognized accounting firm which approval shall not be unreasonably withheld has no affiliation or delayed (the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Tax 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 contractual relationship with Landlord and or Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant shall engage such independent accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit receives the Dispute Notice. Tenant's failure to be performed, then deliver the Accountant shall be one of the "Big 4" accounting firms or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant Review Notice within the preceding five Review Period or to deliver the Dispute Notice within sixty (5) year period), as selected by Tenant. If such audit reveals that Landlord has over- charged Tenant, then within thirty (3060) days after the results Review Period shall be deemed to constitute Tenant's approval of such audit are made available Statement and Tenant, thereafter, waives the right or ability to Landlorddispute the amounts set forth in such Statement. If Tenant timely delivers the Review Notice and the Dispute Notice, Landlord shall reimburse cooperate in good faith with Tenant and the independent accountant to show Tenant and such accountant the amount of information upon which the certification is to be based. However, if such over-charge. If certification by the audit reveals independent accountant proves that the Tenant was under-chargedDirect Costs set forth in the Statement were overstated by more than four percent (4%), then within thirty (30) days after the results cost of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay independent accountant and the cost of such audit unless it is subsequently determined that certification shall be paid for by Landlord's original Statement that was . Promptly following the subject parties receipt of such audit overstated Operating Expenses and Tax Expenses 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 this section shall be the sole method to be used by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of to dispute the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted Direct Costs payable by Tenant pursuant to the terms of this Section 4.6, Tenant agrees to keepLease, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and Tenant hereby waives any other rights at law or in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or auditsequity relating thereto.

Audit Right. If Within one (1) year after receipt of a Statement by Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 above, then Tenant shall have the right, at Tenant's cost, upon thirty (30) days' prior written notice to Landlord, to have Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Expenses and Tax Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow“Review Period”), Tenant’s employees or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months 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 4.6, 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. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized independent certified public accountant (which accountant is not paid retained on a commission or contingency basis and which has not been engaged fee basis), designated by Tenant within the preceding five (5) year period) mutually approved by Landlord and Tenant, which approval 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 not be unreasonably withheld or delayed 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 (the "Accountant"1) time with respect to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Tax Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of such each final 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 thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performedsuch inspection, then the Accountant shall be one of the "Big 4" accounting firms or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), as selected by Tenant. If such audit reveals that Landlord has over- charged Tenant, then but within thirty (30) days after the results Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant disputes such amounts and provided that Landlord and Tenant cannot resolve such dispute within fifteen (15) days after Landlord’s receipt of such audit are the Dispute Notice, then a certification as to the proper amount shall be made available to Landlordby an independent certified public accountant agreed upon by Landlord and Tenant who is a member of a nationally or regionally recognized accounting firm and who has not previously done work, or is not then working for, Landlord shall reimburse or Tenant or either of their affiliates. Tenant’s failure to Tenant deliver the amount of such over-charge. If Review Notice within the audit reveals that Review Period or to deliver the Tenant was under-charged, then Dispute Notice within thirty (30) days after the results Review Period shall be deemed to constitute Tenant’s approval of such audit are made available to Statement and 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 reimburse cooperate in good faith with Tenant and the accountant to Landlord show Tenant and the amount accountant the information upon which the certification is to be based including, without limitation, copies of paid invoices for Operating Costs. If such under-charge. Tenant agrees to pay certification by the accountant proves that the Direct Costs set forth in the Statement were overstated by more than three percent (3%), then the cost of the accountant and the cost of such audit unless it is subsequently determined that certification shall be paid for by Landlord's original Statement that was ; otherwise such costs shall be paid for by Tenant. Promptly following the subject parties receipt of such audit overstated Operating Expenses and Tax Expenses 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 this section shall be the sole method to be used by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of to dispute the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted Direct Costs payable by Tenant pursuant to the terms of this Section 4.6, Tenant agrees to keepLease, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and Tenant hereby waives any other rights at law or in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or auditsequity relating thereto.

Audit Right. If Within seventy-five (75) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 above, then Tenant shall have the right, at Tenant's cost, upon thirty (30) days' prior written notice to Landlord, to have Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Expenses and Tax Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months 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 4.6, 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. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized Tenant’s employees or an independent certified public accountant (which accountant is not paid on a commission member of a nationally or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period) mutually approved by Landlord and Tenant, which approval shall not be unreasonably withheld or delayed (the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Tax 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 thirty (30) 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 or another nationally regionally recognized accounting firm (which and is not paid retained on a commission 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 under this Lease and provided further that Tenant and such accountant or contingency basis representative shall, and which has not been engaged by each of them shall cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the foregoing, Tenant within shall only have the preceding right to review Landlord’s records one (1) time during any twelve (12) month period. If after such inspection, but no later than forty-five (5) year period), as selected by Tenant. If such audit reveals that Landlord has over- charged Tenant, then within thirty (3045) days after the results 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 standard accounting practices, at Tenant’s expense, by an independent certified public accountant selected by Landlord and who is a member of such audit are made available a nationally or regionally recognized accounting firm. Tenant’s failure to Landlord, Landlord shall reimburse deliver the Review Notice within the Review Period or to Tenant deliver the amount of such overDispute Notice within forty-charge. If the audit reveals that the Tenant was under-charged, then within thirty five (3045) days after the results Review Period shall be deemed to constitute Tenant’s approval of such audit are made available Statement and 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 to be based. However, if such certification by the accountant proves that the Direct Costs charged to Tenant, Tenant shall reimburse to Landlord as set forth in 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 that was the subject of such audit were overstated Operating Expenses and Tax Expenses by more than ten percent (10%) or more ), then the cost of the actual Operating Expenses accountant and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not certification shall be paid for by Landlord, provided that in no event shall Landlord be responsible for costs hereunder in excess of the amount of such overstatement. Promptly following the Operating Expenses and Tax Expenses so overstated)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. The payment Tenant agrees that this section shall be the sole method to be used by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and dispute the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted Direct Costs payable by Tenant pursuant to the terms of this Section 4.6, Tenant agrees to keepLease, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and Tenant hereby waives any other rights at law or in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or auditsequity relating thereto.

Audit Right. If Within one hundred twenty (120) days after receipt of a Statement by Tenant ("Review Period"), if Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 aboveStatement, then Tenant shall have the right, at Tenant's costemployees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm), upon thirty designated by Tenant, may, after reasonable notice (30"Audit Notice") days' prior written notice to Landlord and at reasonable times, inspect Landlord's records (pertaining to Landlord's calculation of Operating Expenses, to have Tenant's authorized employees inspectInsurance Expenses, Utility Expenses and Tax Expenses) at Landlord's offices during normal business hours(or upon Tenant's written request sent at the same time as Tenant provides the Audit Notice, Landlord shall make such books and records available to Tenant electronically), 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 cause their respective agents and employees to, maintain all information contained in Landlord's booksrecords 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. Tenant's failure to dispute the amounts set forth in any Statement within the Review Period shall be deemed to be Tenant's approval of such Statement and supporting documents concerning Tenant, thereafter, waives the Operating Expenses and Tax Expenses right or ability to dispute the amounts set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months 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 4.6, 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. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentationinspection, but within thirty (30) days after the 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 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 accountant to provide Tenant and the accountant with the information upon which the certification is to be based. However, if such certification by the accountant proves that the total amount of the Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses set forth in the StatementStatement were overstated by more than five percent (5%), then Tenant the actual, documented and reasonable cost of the accountant and such certification shall have be paid for by Landlord. Promptly following the rightparties receipt of such certification, within the Review Periodparties shall make such appropriate payments or reimbursements, as the case may be, to cause a nationally recognized independent certified public accountant each other, as are determined to be owing pursuant to such certification. In no event shall Landlord or its property manager be required to (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5i) year period) mutually approved by Landlord and subject to Tenant, which approval shall not be unreasonably withheld or delayed (the "Accountant") 's right to complete an audit of request Landlord's books and record in an electronic format, 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 determine 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 proper payment of any contingency fee payments to any auditor or consultant of Tenant. The provisions of this Section 4.3.3 shall be the sole method to be used by Tenant to dispute the amount of the Operating Expenses, Insurance Expenses, Utility Expenses and Tax 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 under this Lease, and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) 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 waives any other rights or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), as selected by Tenant. If such audit reveals that Landlord has over- charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) 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 that was the subject of such audit overstated Operating Expenses and Tax Expenses by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object remedies relating thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.6, Tenant agrees to keep, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.

Audit Right. If Within one hundred twenty (120) days after receipt of an Actual Statement by Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 above, then Tenant shall have the right, at Tenant's cost, upon thirty (30) days' prior written notice to Landlord, to have Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Expenses and Tax Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months 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 4.6, if 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. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Actual Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized Tenant's employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord's records (pertaining to Landlord's calculation of Operating Expenses) at Landlord's offices, provided that Tenant is not paid on a commission then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or contingency basis representative shall, and which has not been engaged by 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. Tenant's failure to dispute the amounts set forth in any Actual Statement within the preceding five (5) year period) mutually approved by Landlord Review Period shall be deemed to be Tenant's approval of such Actual Statement and Tenant, which approval shall not be unreasonably withheld thereafter, waives the right or delayed (ability to dispute the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Tax Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of set forth in such Actual 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 thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performedsuch inspection, then the Accountant shall be one of the "Big 4" accounting firms or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), as selected by Tenant. If such audit reveals that Landlord has over- charged Tenant, then but within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) 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 that was the subject of such audit overstated Operating Expenses and Tax Expenses by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the correctness proper amount shall be made, 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 (and who has not previously been retained by Landlord or any affiliate of Landlord or any of its owners). Landlord shall cooperate in good faith with Tenant and the accountant to provide Tenant and the accountant with the information upon which the certification is to be based. However, if such certification by the accountant proves that the total amount of Operating Expenses set forth in the Actual Statement were overstated by more than three percent (3.0%), then the reasonable costs of the particular Statement in question provided accountant originally retained by Landlord, but Tenant and the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit accountant selected by Landlord as described above prior to the expiration of the Review Period for and such Statement certification shall be conclusively deemed 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 (i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any unreimbursed costs or expenses relative to such inspection (except as otherwise provided above), or (iv) perform any other tasks other than making available such accounting records as are described in this Section. Landlord shall not be liable for the payment of any contingency fee payments to any auditor or consultant of Tenant's approval . The provisions of this Section shall be the Statement in question and sole method to be used by Tenant to dispute the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted payable by Tenant pursuant under this Lease and Tenant waives any other rights or remedies relating to this Section 4.6, Tenant agrees to keep, and to cause all the amount of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or auditsOperating Expenses.

Audit Right. If Provided there is no Event of Default nor any event which, with the passage of time and/or the giving of notice would constitute an Event of Default, Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 above, then Tenant shall have the right, at Tenant's costmay, upon at least thirty (30) days' ’ prior written notice notice, inspect or audit Landlord’s records relating solely to LandlordOperating Expenses for the fiscal year covered by the Statement in question. However, no audit or inspection shall extend to periods of time before the Lease Commencement Date. If Tenant fails to object to the calculation of Operating Expenses on any 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 receipt of the applicable Statement, then Tenant shall be deemed to have Tenant's authorized employees inspectwaived its right to object to the calculation of Operating Expenses for the Expense Year in question and the calculation thereof as set forth on such Statement shall be final. Landlord’s records shall be made available electronically or, at Landlord's ’s election, at Landlord’s offices or the offices of Landlord’s property manager during normal business hours, hours reasonably designated by Landlord's books, records and supporting documents concerning the Operating Expenses and Tax Expenses set forth in such Statement; provided, however, . Tenant shall have no right to pay the cost of such audit or inspection. Tenant may not conduct such inspection, an inspection or have an audit performed by the Accountant (as defined more than once during any Expense Year. If such inspection or audit reveals that Tenant was overcharged and described hereinbelow), or Landlord does not reasonably object to such inspection or otherwise dispute audit results, then, provided no Event of Default has occurred nor an event which, with the amount passage of time and/or the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord giving of such objection and dispute, completes such inspectionnotice would constitute an Event of Default, and has the Accountant commence and complete such audit within twelve (12) months immediately following Landlord's delivery of the particular Statement in question (the "Review Period"); provided, further, that notwithstanding any Tenant has delivered to Landlord a copy of the final inspection or audit report reflecting 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 4.6error, Tenant shall not be permitted to withhold payment ofmay credit the difference against the next installment of additional rent on account of Operating Expenses due hereunder, and Tenant shall timely pay to Landlord, except that if such difference is determined after the full amounts as required by end of the provisions of this Article 4 in accordance with such Statement. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by TenantLease Term, Landlord and shall refund such difference to Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized independent certified public accountant (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period) mutually approved by Landlord and Tenant, which approval shall not be unreasonably withheld or delayed (the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Tax 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 thirty (30) days after such determination to the extent that such difference exceeds any amounts then due from Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the "Big 4" accounting firms or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), as selected by TenantLandlord. If such inspection or audit reveals that Tenant was overcharged by more than five percent (5%), and Landlord has over- charged does not reasonably object to such inspection or audit results, then Landlord shall reimburse Tenant for up to $7,500 of the cost of the audit. If such inspection or audit reveals an underpayment by Tenant, then Tenant shall pay to Landlord, as additional rent hereunder, any underpayment of any such costs, as the 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 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 results of such audit are made available or inspection, and (C) which executes Landlord’s standard confidentiality agreement whereby it shall agree to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after maintain the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-chargeor inspection confidential. Tenant hereby acknowledges and agrees that Tenant’s sole right to pay contest the cost of such audit unless it is subsequently determined that Landlord's original Statement that was the subject of such audit overstated Operating Expenses and Tax Expenses by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement as expressly set forth in question this Section 4.4.2. Tenant hereby waives any and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant all other rights provided pursuant to this Section 4.6, Tenant agrees any Applicable Laws to keep, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of examine Landlord's ’s books and records and and/or to contest the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant Statement. No subtenant or licensee shall cause such employees, consultants and the Accountant have any right to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting conduct any such inspections and/or auditsexamination.

Audit Right. If Within one hundred twenty (120) days after receipt of a Statement by Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 above, then Tenant shall have the right, at Tenant's cost, upon thirty (30) days' prior written notice to Landlord, to have Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Expenses and Tax Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months 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 4.6, if 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. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized 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 paid retained on a commission 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 contingency basis representative shall, and which has not been engaged 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 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 generally accepted commercial real estate accounting practices, at Tenant's expense, by Tenant within the preceding five (5) year period) mutually approved an independent certified public accountant selected by Landlord and Tenant, which approval shall not be unreasonably withheld who is a member of a nationally or delayed (the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Tax 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 thirty (30) 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 or another nationally regionally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant firm. Tenant's failure to deliver the Review Notice within the preceding five (5) year period), as selected by Tenant. If such audit reveals that Landlord has over- charged Tenant, then Review Period or to deliver the Dispute Notice within thirty (30) days after the results Review Period shall be deemed to constitute Tenant's approval of such audit are made available Statement and Tenant, thereafter, waives the right or ability to Landlorddispute the amounts set forth in such Statement. If Tenant timely delivers the Review Notice and the Dispute Notice, Landlord shall reimburse cooperate in good faith with Tenant and the accountant to show Tenant and the amount of accountant the information upon which the certification is to be based. However, if such over-charge. If certification by the audit reveals accountant proves that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available Direct Costs charged to Tenant, Tenant shall reimburse to Landlord as set forth in the amount Statement were overstated by more than seven percent (7%), then the cost of such under-charge. Tenant agrees to pay the accountant and the cost of such audit unless it is subsequently determined certification shall be paid for by Landlord, provided that Landlord's original Statement that was the subject of such audit overstated Operating Expenses and Tax Expenses by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case no event shall Landlord shall reimburse Tenant be responsible for the reasonable cost of such audit (but not costs hereunder in excess of the amount of such overstatement. Promptly following the Operating Expenses and Tax Expenses so overstated)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. The payment Tenant agrees that this section shall be the sole method to be used by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and dispute the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted Direct Costs payable by Tenant pursuant to the terms of this Section 4.6, Tenant agrees to keepLease, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and Tenant hereby waives any other rights at law or in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or auditsequity relating thereto.

Audit Right. If Within one hundred twenty (120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 above, then Tenant shall have the right, at Tenant's cost, upon thirty (30) days' prior written notice to Landlord, to have Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Expenses and Tax Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months 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 4.6, 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. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized Tenant’s employees or an independent certified public accountant (which accountant is not paid on a commission member of a nationally or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period) mutually approved by Landlord and Tenant, which approval shall not be unreasonably withheld or delayed (the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Tax 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 thirty (30) 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 or another nationally regionally recognized accounting firm (which and is not paid retained on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year periodfee basis), as selected 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 foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. If after such audit reveals that Landlord has over- charged Tenantinspection, then but within thirty sixty (3060) days after the results 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 standard accounting practices, at Tenant’s expense, by an independent certified public accountant selected by Landlord and who is a member of such audit are made available a nationally or regionally recognized accounting firm. Tenant’s failure to Landlord, Landlord shall reimburse deliver the Review Notice within the Review Period or to Tenant deliver the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then Dispute Notice within thirty sixty (3060) days after the results Review Period shall be deemed to constitute Tenant’s approval of such audit are made available to Statement and 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 reimburse cooperate in good faith with Tenant and the accountant to Landlord show Tenant and the amount accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Costs set forth in the Statement were overstated by more than five percent (5%), then the cost of such under-charge. Tenant agrees to pay the accountant and the cost of such audit unless it is subsequently determined that certification shall be paid for by Landlord's original Statement that was . Promptly following the subject parties receipt of such audit overstated Operating Expenses and Tax Expenses 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 this section shall be the sole method to be used by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of to dispute the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted Direct Costs payable by Tenant pursuant to the terms of this Section 4.6, Tenant agrees to keepLease, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and Tenant hereby waives any other rights at law or in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or auditsequity relating thereto.

Audit Right. If Within one hundred twenty (120) days after receipt of a Statement by Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 above, then Tenant shall have the right, at Tenant's cost, upon thirty (30) days' prior written notice to Landlord, to have Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Expenses and Tax Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months 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 4.6, if 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. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized Tenant's employees or an independent certified public accountant (which accountant is not paid on a commission member of a nationally or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period) mutually approved by Landlord and Tenant, which approval shall not be unreasonably withheld or delayed (the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Tax 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 thirty (30) 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 or another nationally regionally recognized accounting firm (which and is not paid retained on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year periodfee basis), as selected 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 foregoing, Tenant shall only have the right to review Landlord's records one (1) time during any twelve (12) month period. If after such audit reveals that Landlord has over- charged Tenantinspection, then but within thirty (30) days after the results 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 standard accounting practices, at Tenant's expense, by an independent certified public accountant selected by Landlord and who is a member of such audit are made available a nationally or regionally recognized accounting firm. Tenant's failure to Landlord, Landlord shall reimburse deliver the Review Notice within the Review Period or to Tenant deliver the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then Dispute Notice within thirty (30) days after the results Review Period shall be deemed to constitute Tenant's approval of such audit are made available to Statement and 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 reimburse cooperate in good faith with Tenant and the accountant to Landlord show Tenant and the amount accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Costs set forth in the Statement were overstated by more than seven percent (7%), then the cost of such under-charge. Tenant agrees to pay the accountant and the cost of such audit unless it is subsequently determined that certification shall be paid for by Landlord's original Statement that was . Promptly following the subject parties receipt of such audit overstated Operating Expenses and Tax Expenses 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 this section shall be the sole method to be used by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of to dispute the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted Direct Costs payable by Tenant pursuant to the terms of this Section 4.6, Tenant agrees to keepLease, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and Tenant hereby waives any other rights at law or in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or auditsequity relating thereto.

Audit Right. If Within one hundred eighty (180) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 above, then Tenant shall have the right, at Tenant's cost, upon thirty (30) days' prior written notice to Landlord, to have Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Expenses and Tax Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months 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 4.6, 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. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized Tenant’s employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm) designated by Tenant, may, after written notice to Landlord and at reasonable times, inspect Landlord’s records (pertaining to Landlord’s calculation of Direct Expenses and/or Utilities Costs) at Landlord’s offices, provided that Tenant is not paid on a commission then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or contingency basis representative shall, and which has not been engaged by 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. Tenant’s failure to dispute the amounts set forth in any Statement within the preceding five (5) year period) mutually approved by Landlord Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, which approval shall not be unreasonably withheld thereafter, waives the right or delayed (ability to dispute the "Accountant") to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Tax Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of set forth in 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 thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performedsuch inspection, then the Accountant shall be one of the "Big 4" accounting firms or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), as selected by Tenant. If such audit reveals that Landlord has over- charged Tenant, then but within thirty (30) days after the results of Review Period, Tenant notifies Landlord in writing that Tenant still disputes such audit are made available amounts, a certification as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant selected by Landlord, Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available and reasonably acceptable to Tenant, Tenant shall reimburse to Landlord who is a member of a nationally or regionally recognized accounting firm. However, if such certification by the accountant proves that the total amount of such under-charge. Tenant agrees to pay Direct Expenses and/or Utilities Costs, as applicable, set forth in the cost of such audit unless it is subsequently determined that Landlord's original Statement that was the subject of such audit were overstated Operating Expenses and Tax Expenses by ten more than five percent (105%) or more of ), then the actual Operating Expenses actual, documented and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of the review, the accountant and such audit 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 (i) photocopy any accounting records or other items or contracts (but Landlord will permit Tenant to make photocopies at Tenant’s own expense), (ii) create any ledgers or schedules not already in excess of existence, (iii) incur any costs or expenses relative to such inspection (except as provided above), 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 amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant contingency fee payments to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.6, Tenant agrees to keep, and to cause all auditor or consultant of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.

Audit Right. If Within one hundred twenty (120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the amount of the Operating Expenses and/or Tax Expenses set forth in the Statement for any particular Expense Year delivered by Landlord to Tenant pursuant to Section 4.3.2 above, then Tenant shall have the right, at Tenant's cost, upon thirty (30) days' prior written notice to Landlord, to have Tenant's authorized employees inspect, at Landlord's offices during normal business hours, Landlord's books, records and supporting documents concerning the Operating Expenses and Tax Expenses set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant (as defined and described hereinbelow), or object to or otherwise dispute the amount of the Operating Expenses and Tax Expenses set forth in any such Statement unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within twelve (12) months 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 4.6, 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. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described hereinbelow. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without undue interference with Landlord's operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses and Tax Expenses set forth in the Statement, then Tenant shall have the right, within the Review Period, to cause a nationally recognized Tenant’s employees or an independent certified public accountant (which accountant is not paid retained on a commission or contingency basis and which has not been engaged fee basis), designated by Tenant within the preceding five (5) year period) mutually approved by Landlord and Tenant, which approval 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 not be unreasonably withheld or delayed 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 (the "Accountant"1) to complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Tax 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 Tenanttime during any twelve (12) month period. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performedsuch inspection, then the Accountant shall be one of the "Big 4" accounting firms or another nationally recognized accounting firm (which is not paid on a commission or contingency basis and which has not been engaged by Tenant within the preceding five (5) year period), as selected by Tenant. If such audit reveals that Landlord has over- charged Tenant, then but within thirty (30) days after the results 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 industry standard accounting practices, at Tenant’s expense (except as provided below), by an independent certified public accountant selected by Landlord and who is a member of such audit are made available a nationally or regionally recognized accounting firm. Tenant’s failure to Landlord, Landlord shall reimburse deliver the Review Notice within the Review Period or to Tenant deliver the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then Dispute Notice within thirty (30) days after the results Review Period shall be deemed to constitute Tenant’s approval of such audit are made available to Statement and 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 reimburse cooperate in good faith with Tenant and the accountant to Landlord show Tenant and the amount accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Costs set forth in the Statement were overstated by more than five percent (5%), then the cost of such under-charge. Tenant agrees to pay the accountant and the cost of such audit unless it is subsequently determined that certification shall be paid for by Landlord's original Statement that was . Promptly following the subject parties receipt of such audit overstated Operating Expenses and Tax Expenses 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 this section shall be the sole method to be used by ten percent (10%) or more of the actual Operating Expenses and Tax Expenses verified by such audit, in which case Landlord shall reimburse Tenant for the reasonable cost of such audit (but not in excess of to dispute the amount of the Operating Expenses and Tax Expenses so overstated). The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning, during the Review Period, the correctness of the particular Statement in question provided by Landlord, but the failure of Tenant to object thereto, conduct and complete its inspection and have the Accountant conduct the audit as described above prior to the expiration of the Review Period for such Statement shall be conclusively deemed Tenant's approval of the Statement in question and the amount of Operating Expenses and Tax Expenses shown thereon. In connection with any inspection and/or audit conducted Direct Costs payable by Tenant pursuant to the terms of this Section 4.6, Tenant agrees to keepLease, and to cause all of Tenant's employees and consultants and the Accountant to keep, all of Landlord's books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and Tenant hereby waives any other rights at law or in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or auditsequity relating thereto.